PLEASE READ THIS AGREEMENT CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS AND OBLIGATIONS. IT CONTAINS AN ASSUMPTION OF RISK, A HOLD-HARMLESS AND INDEMNITY OBLIGATION, DISCLAIMERS OF WARRANTIES, LIMITATIONS AND EXCLUSIONS OF LIABILITY, AND A WAIVER OF CLASS ACTIONS AND JURY TRIAL. BY CHECKING THE BOX BELOW AND CREATING AN ACCOUNT, YOU ARE ENTERING INTO A LEGALLY BINDING CONTRACT AND CONFIRM THAT YOU UNDERSTAND AND ACCEPT THESE TERMS.
By creating an account on the Nomaxion platform (“Platform”), operated by Nomaxion Inc. (“Nomaxion”, “we”, “us”, or “our”), you (“User”, “you”, or “your”) — individually and as an authorized representative on behalf of your employer, contracting organization, or any entity you represent (collectively, “your Organization”) — acknowledge, agree to, and accept the following terms and conditions:
- Definitions. In this Agreement: "Platform" means the Nomaxion software application, websites, APIs, and mobile and web interfaces, together with all related services and features. "Content" means all data, records, documents, measurements, certifications, images, signatures, and other information entered, uploaded, generated, or stored through the Platform. "Output" means any document, report, summary, suggestion, prompt, alert, checklist, or other material produced, generated, or assembled by the Platform, including AI-generated material. "Field Documentation" means work authorities, safe work permits, field-level hazard assessments, inspection and audit records, incident, spill, and environmental reports, and any other operational or regulatory record created through the Platform. "Applicable Law" means all laws, regulations, codes, standards, and legally binding requirements applicable to you, your Organization, and the work, in every jurisdiction in which you operate. Words importing the singular include the plural and vice versa.
- Accuracy of Data. You are solely and exclusively responsible for the accuracy, completeness, timeliness, and correctness of all data, records, documents, measurements, certifications, and information that you or any user within your Organization enters, uploads, modifies, or submits through the Platform. This includes but is not limited to: work authority documents, safe work permits, field-level hazard assessments, safety audits, inspection records, competency certifications, incident and spill reports, lockout/tagout records, environmental assessments, weld logs, pipe tallies, daily progress reports, and all other regulatory compliance documentation. You warrant that all data you enter reflects actual field conditions at the time of entry.
- User Qualification. You represent and warrant that you possess the requisite training, qualifications, certifications, and professional competence to enter safety-critical data in the jurisdiction(s) in which you operate. You acknowledge that the Platform relies on qualified users to input correct information and that Nomaxion has no obligation to verify the qualifications of any user.
- Platform as a Tool — Not a Substitute for Professional Judgment. The Platform is a digital record-keeping, workflow management, and documentation tool. IT IS NOT A SAFETY SYSTEM, ENGINEERING CONTROL, MONITORING SYSTEM, OR SUBSTITUTE FOR QUALIFIED PROFESSIONAL SAFETY JUDGMENT, FIELD VERIFICATION, SITE-SPECIFIC HAZARD ASSESSMENTS, OR ENGINEERING ASSESSMENTS. It does not approve work, authorize anyone to work, or certify any site, person, equipment, or activity as safe or compliant. You must independently verify all field conditions, hazards, measurements, and regulatory requirements regardless of any data, output, calculation, notification, alert, or recommendation generated by or displayed within the Platform. The Platform does not perform real-time monitoring of field conditions.
- AI-Generated Content. Any content generated, suggested, extracted, auto-populated, transcribed, or summarized by artificial intelligence or machine learning features within the Platform is provided on an “as-is” basis for informational purposes only. AI outputs are advisory, may contain errors, hallucinations, or omissions, and do not constitute professional, legal, engineering, or safety advice. You are solely responsible for independently reviewing, validating, correcting, and approving all AI-assisted outputs before any reliance, submission, or use in decision-making. Nomaxion makes no representation or warranty regarding the accuracy or fitness of AI-generated content.
- Notifications, Alerts & Reminders Are Not Guaranteed. The Platform may generate notifications, reminders, expiry warnings, weather alerts, and other messages as a convenience. Delivery of any notification is NOT guaranteed and may be delayed, undelivered, or failed due to connectivity, device settings, third-party services, or other factors outside Nomaxion’s control. You must not rely on the presence, absence, timing, or content of any notification to establish that a document is valid, that a task is safe, or that a regulatory obligation has been met. The absence of an alert is not confirmation of safety, validity, or compliance. You remain responsible for independently monitoring all deadlines, expiries, conditions, and obligations.
- Connectivity, Offline Use & Data Synchronization. The Platform is used in field environments and may operate with limited, intermittent, or no connectivity. Data you enter may be cached on your device and may not be transmitted, synchronized, or visible to others in real time. Timestamps and geolocation depend on your device and its settings and may be inaccurate or unavailable. Nomaxion does not warrant real-time availability, synchronization, or delivery of any data, and you must not rely on the Platform for real-time coordination of safety-critical activities.
- Not an Emergency, Monitoring, or Dispatch Service. The Platform is not a monitored emergency response, dispatch, or 9-1-1 service, and does not perform any real-time monitoring of personnel, sites, equipment, or field conditions. Nomaxion does not observe, receive, escalate, or respond to any event, alert, or condition recorded in or generated by the Platform. In any emergency or hazardous situation you must contact official emergency services and follow your Organization’s emergency response procedures. You must never rely on the Platform as an emergency communication, monitoring, or response system.
- Assumption of Risk & Personal Liability. YOU EXPRESSLY AND VOLUNTARILY ASSUME ALL RISK associated with: (a) data entered into the Platform by you or your Organization’s users; (b) decisions made based on Platform outputs; and (c) any failure to independently verify Platform data against actual field conditions. You accept full personal and organizational liability for any and all errors, omissions, falsifications, delays, or inaccuracies in data you submit. Any consequences arising from incorrect, incomplete, falsified, or untimely data — including but not limited to workplace injuries, fatalities, safety incidents, environmental contamination or damage, regulatory non-compliance, government fines or sanctions, criminal prosecution, civil penalties, financial loss, project delays, reputational harm, or operational disruption — are your sole responsibility.
- Hold Harmless, Defend & Indemnify. To the maximum extent permitted by applicable law, you agree to hold harmless, defend, and fully indemnify Nomaxion Inc., its parent companies, subsidiaries, officers, directors, shareholders, employees, contractors, affiliates, successors, assigns, and agents (collectively, “Nomaxion Parties”) from and against any and all claims, demands, actions, suits, proceedings, damages, losses, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and expert witness fees) arising out of or related to: (a) data entered, modified, or omitted by you or your Organization’s users; (b) reliance on Platform outputs, reports, or AI-generated content without independent professional verification; (c) failure to comply with applicable federal, provincial, state, or local laws, regulations, codes, or industry standards; (d) any breach of this Agreement; (e) any claim by a third party (including regulators, employees, subcontractors, or the public) related to your use of the Platform; or (f) any negligent, reckless, or intentional act or omission by you or your Organization in connection with the Platform.
- No Indemnification from Nomaxion. Nomaxion shall not be held liable for, and expressly disclaims any obligation to indemnify, compensate, defend, or hold harmless you, your Organization, or any third party for any damages, losses, injuries, deaths, penalties, fines, sanctions, or claims of any nature whatsoever — whether in contract, tort (including negligence), strict liability, or otherwise — resulting from or related to inaccurate, incomplete, falsified, untimely, or improperly entered data by you or any user within your Organization.
- Disclaimer of Warranties. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. NOMAXION SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND RELIABILITY. NOMAXION DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DATA STORED ON THE PLATFORM WILL NOT BE LOST OR CORRUPTED.
- Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ALL NOMAXION PARTIES FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE PLATFORM EXCEED THE TOTAL FEES PAID BY YOU OR YOUR ORGANIZATION TO NOMAXION IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS LIMIT APPLIES REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
- Exclusion of Consequential Damages. IN NO EVENT SHALL ANY NOMAXION PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS OPPORTUNITIES, OR ANTICIPATED SAVINGS, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT NOMAXION WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Data Backup & System of Record. You are responsible for maintaining your own independent records and backups as required by your Organization’s obligations and applicable law. While the Platform stores and retains records, you must not rely on it as your sole system of record for legal or regulatory compliance. Nomaxion is not liable for any loss, corruption, or unavailability of data, however caused.
- Duty to Report Errors. If you discover or become aware of any error, inaccuracy, omission, or data corruption within the Platform — whether caused by you, another user, or the Platform itself — you have an immediate obligation to (a) take reasonable steps to correct the data, (b) notify affected parties, and (c) report the issue to Nomaxion. Failure to promptly report known errors may increase your liability under this Agreement.
- Third-Party Reliance. The Platform and its outputs are intended solely for use by authorized, qualified users within your Organization. No third party — including regulators, subcontractors, insurers, auditors, or members of the public — should rely on Platform-generated data, reports, or documents without independent professional verification. You shall not represent Platform outputs as independently verified or certified unless you have performed such verification.
- Intellectual Property, License & Restrictions. The Platform, including all software, source code, designs, text, graphics, logos, workflows, templates, and all intellectual property rights therein, is and remains the exclusive property of Nomaxion and its licensors. Subject to your continuing compliance with this Agreement, Nomaxion grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform solely for your Organization’s internal safety and compliance operations. You retain ownership of the Content you enter, and you grant Nomaxion a worldwide, royalty-free license to host, process, store, transmit, back up, and display that Content as necessary to provide and maintain the Platform. You shall not, and shall not permit any person to: (a) copy, modify, translate, or create derivative works of the Platform; (b) reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying structure of the Platform, except to the extent this restriction is prohibited by applicable law; (c) rent, lease, sell, sublicense, distribute, or otherwise make the Platform available to any third party; (d) access or use the Platform to build or benchmark a competing product or service; (e) scrape, harvest, or extract data by automated means except through functionality expressly provided; (f) remove, obscure, or alter any proprietary or attribution notice; or (g) circumvent, disable, or interfere with any security, access-control, or usage-limiting feature. All rights not expressly granted are reserved to Nomaxion.
- Regulatory Compliance. You acknowledge that compliance with all applicable occupational health and safety legislation (including but not limited to: Canada’s OHS regulations, Alberta’s OHS Act, B.C.’s Workers Compensation Act, the Canada Energy Regulator Act, U.S. OSHA standards, PHMSA regulations under 49 CFR Parts 190-199, and all equivalent provincial, state, and local legislation), pipeline safety regulations, environmental protection laws, and industry standards (including CSA Z662, ASME B31.8, API standards, and equivalent) remains your sole and exclusive obligation. The Platform does not guarantee, certify, or attest to regulatory compliance.
- Authority to Bind & Independent Legal Advice. You represent and warrant that you are of the age of majority and have full legal authority to enter into this Agreement on your own behalf and, where applicable, to bind your Organization to it. You acknowledge that you have been given the opportunity to read this Agreement in full and to obtain independent legal advice before accepting it, that you have either done so or voluntarily chosen not to, and that you are entering into this Agreement freely, voluntarily, and without duress or reliance on any representation not expressly set out herein.
- Responsibility for Users, Personnel & Subcontractors. You are responsible for all use of the Platform by any person to whom you grant access or on whose behalf you act, including your employees, crew, supervisors, subcontractors, and other authorized users (collectively, your “Users”). You shall ensure that each of your Users is competent and qualified for the work, is bound by obligations no less protective of Nomaxion than those in this Agreement, and complies with this Agreement and all Applicable Law. You are responsible for every act or omission of your Users in connection with the Platform as if it were your own. Where you enter, sign for, acknowledge, or submit any record concerning other personnel or subcontractors, you represent and warrant that you have the authority to do so and that the information is accurate and current. You shall not sign, attest to, or acknowledge any record on behalf of another individual without proper authority to bind that individual.
- Waiver of Class Action & Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ANY DISPUTE ARISING UNDER THIS AGREEMENT SHALL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, REPRESENTATIVE ACTION, OR CONSOLIDATED PROCEEDING. YOU ALSO WAIVE, TO THE FULLEST EXTENT PERMITTED, ANY RIGHT TO A JURY TRIAL IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.
- Governing Law & Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta, Canada, and the federal laws of Canada applicable therein, without regard to conflict of law principles. You irrevocably submit to the exclusive jurisdiction of the courts of the Province of Alberta, sitting in Calgary, for any action or proceeding arising out of or related to this Agreement. You waive any objection to venue or jurisdiction in such courts.
- Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed from this Agreement. The remaining provisions shall continue in full force and effect and shall be construed to give maximum effect to the original intent of the parties.
- Amendment. Nomaxion reserves the right to modify this Agreement at any time. Material changes will be communicated via email or in-Platform notification. Your continued use of the Platform after such notification constitutes acceptance of the modified terms. If you do not agree with the modified terms, you must cease using the Platform and close your account.
- Personal Data & Privacy Consent. You acknowledge that the Platform collects, uses, stores, transmits, and processes personal information as described in the Privacy Policy, and you consent to such collection, use, storage, transmission, and processing. Where you enter or upload personal information about any other individual — including your Users, personnel, subcontractors, or members of the public — you represent and warrant that you have the authority and any required consents to do so and to have that information processed through the Platform. You are solely responsible for complying with all applicable privacy and data-protection laws in connection with the personal information you submit, including the Personal Information Protection and Electronic Documents Act (PIPEDA), applicable provincial privacy legislation, and applicable U.S. federal and state privacy laws. You will indemnify the Nomaxion Parties against any claim arising from personal information you submit without proper authority or consent.
- Electronic Consent. You acknowledge and agree that by checking the acceptance box below and creating an account, you are providing your consent electronically and intend to be legally bound. You consent to transact business and receive records electronically, and you agree that this electronic acceptance constitutes a legally binding agreement equivalent to a handwritten signature under applicable electronic-signature and electronic-transactions law — including, in the United States, the federal Electronic Signatures in Global and National Commerce Act (E-SIGN, 15 U.S.C. §§ 7001 et seq.) and the Uniform Electronic Transactions Act (UETA) as adopted in your state, and, in Canada, Part 2 of the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial electronic-transactions or electronic-commerce legislation (such as Alberta’s Electronic Transactions Act). You agree that your electronic acceptance and signature will not be denied legal effect, validity, or enforceability solely because they are in electronic form, and that they are admissible as evidence in any legal, regulatory, or arbitral proceeding. Your acceptance is logged with the agreement version, a timestamp, and the IP address and device/browser used, and is associated with your account for record-keeping and evidentiary purposes. You may request a paper or downloadable copy of any agreement you accept, and you may withdraw your consent to transact electronically on a going-forward basis by contacting us, though doing so may prevent your further use of the Platform.
- Records, Audit Trail & Admissibility. You acknowledge and agree that the Platform maintains electronic records, logs, timestamps, version histories, and audit trails of actions taken, records created, signatures and acknowledgements given, and acceptances made. You agree that these electronic records are business records generated and kept in the ordinary course of operation, that they accurately reflect the actions and events they record, and that they are admissible as evidence in any legal, regulatory, or arbitral proceeding to the same extent as, and without objection to their authenticity as compared with, original written records. You shall not alter, falsify, delete, tamper with, or attempt to misattribute any record, log, signature, or audit-trail entry. The absence of a printout or paper copy shall not be raised as a bar to the admissibility of any such record.
- Contractual Limitation Period. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE DATE ON WHICH THE CLAIM OR CAUSE OF ACTION AROSE OR FIRST COULD REASONABLY HAVE BEEN DISCOVERED. ANY CLAIM NOT BROUGHT WITHIN THAT PERIOD IS PERMANENTLY AND ABSOLUTELY BARRED AND WAIVED.
- Equitable & Injunctive Relief. You acknowledge that any actual or threatened breach of this Agreement by you — including any unauthorized use of the Platform, misrepresentation of Platform outputs as verified or certified, or infringement of Nomaxion’s intellectual property — may cause Nomaxion irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, Nomaxion shall be entitled to seek injunctive and other equitable relief to restrain such breach, without the necessity of posting a bond or proving actual damages, in addition to any other remedies available at law or in equity.
- Force Majeure. Nomaxion shall not be liable for any delay, failure, interruption, degradation, or unavailability of the Platform or any of its features to the extent caused by events or conditions beyond its reasonable control, including but not limited to acts of God, natural disasters, severe weather, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, labour disputes, governmental action, power or telecommunications failure, internet or network outages, third-party service or hosting failures, cyberattacks, or equipment failure. The occurrence of any such event does not relieve you of your independent obligations to verify field conditions and comply with applicable law.
- No Waiver. No failure or delay by Nomaxion in exercising any right, power, or remedy under this Agreement shall operate as a waiver of that or any other right, power, or remedy, and no single or partial exercise of any right, power, or remedy shall preclude any further exercise of it. Any waiver must be in writing and signed by an authorized representative of Nomaxion, and shall apply only to the specific instance for which it is given.
- Assignment. You may not assign, transfer, delegate, or sublicense this Agreement or any of your rights or obligations under it, in whole or in part, without Nomaxion’s prior written consent, and any purported assignment in violation of this provision is void. Nomaxion may freely assign or transfer this Agreement, in whole or in part, including in connection with a merger, acquisition, reorganization, or sale of assets. This Agreement binds and benefits the parties and their permitted successors and assigns.
- Notices & Electronic Communications. You consent to receive notices, disclosures, agreements, and other communications from Nomaxion electronically, including by email to the address associated with your account and by in-Platform notification, and you agree that such electronic communications satisfy any legal requirement that a communication be in writing. Notices are deemed received when sent, unless Nomaxion receives notice that the communication was not delivered. You are responsible for keeping your account contact information accurate and current.
- Interpretation. Headings are for convenience only and do not affect interpretation. The words “include”, “including”, and “such as” are illustrative and not limiting. This Agreement shall not be construed against the drafting party, and each party has had the opportunity to obtain independent legal advice. If there is any conflict between this Agreement and the Terms of Service with respect to liability, indemnity, disclaimers, or assumption of risk, this Agreement controls.
- Governing Language. This Agreement, and all related notices, documents, disclosures, and communications, are drafted in the English language at the express request of the parties. Where Nomaxion provides a translation of this Agreement or any related material for convenience, the English-language version governs and prevails in the event of any conflict, ambiguity, or inconsistency.
- Survivability & Entire Agreement. This Agreement, together with the applicable Terms of Service and Privacy Policy, constitutes the entire agreement between you and Nomaxion with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements. This Agreement survives the termination, cancellation, or expiration of your account and remains in full force and effect with respect to any data entered, actions taken, or obligations incurred during the term of your use.
