Last updated: August 14, 2015
These terms and conditions (“Terms of Service”) govern your use of the wellTrieverTM software and any services that Labrador Technologies Inc. (“we” or “Labrador”) provides to you (“you” or the “Customer”) using the wellTrieverTM software (collectively, the wellTrieverTM software and these services are “Software”).
BY USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY ALL OF THESE TERMS OF SERVICE AND YOU ARE CONSENTING TO THE TRANSMISSION OF CERTAIN INFORMATION, INCLUDING PERSONAL INFORMATION, TO LABRADOR WHEN USING THE SOFTWARE. IF YOU DO NOT ACCEPT AND COMPLY WITH THESE TERMS OF SERVICE, YOU MAY NOT USE THE SOFTWARE. WE MAY IMMEDIATELY TERMINATE WITHOUT NOTICE YOUR RIGHT TO USE THE SOFTWARE IF YOU VIOLATE ANY OF THESE TERMS OF SERVICE.
We may update these Terms of Service from time to time without advance notice. If we update these Terms of Service, we will notify you by publishing the updated Terms at www.wellTriever.com/terms, or in another reasonable manner. Your use of the Software after the date we notify you that we have modified the Terms of Service will constitute your agreement to be bound by them. If you do not agree to be bound by the updated Terms, you must stop using the Software. Otherwise, the updated Terms of Service will apply to you.
LICENSE GRANTThe Software provides users with access to a diverse collection of oil well-related data resources, including public and proprietary data sources. The Software incorporates proprietary data, which we are using pursuant to a limited license, from one or both of IHS Global Canada Limited of 200, 1331 MacLeod Trail SE, Calgary, Alberta T2G 0K3 and IHS Global, Inc. of 321 Inverness Drive South, Englewood, Colorado 80112 (collectively, these two corporate entities are “IHS” and their proprietary data is “IHS Data”).
We only license the Software and the IHS Data to you. We do not sell the Software or the IHS Data to you.
The Software License does not include the right to sublicense the Software to a third party, and the Data License does not include the right to sublicense the IHS Data to a third party. You will not do anything with the Software or the IHS Data that these Terms of Service do not expressly permit.You acknowledge and accept that the Software interface and Reports contain IHS Data. The Data License is a perpetual license to utilize that IHS Data only in the form delivered via the Software and only for your internal business purposes. You may not use the IHS Data to create commercial products. In the event that you breach the Data License or any of these Terms of Service, you may be liable for damages and you may be required to delete or return any IHS Data you have in your possession, even if you have paid in full for the Reports by which you obtained that IHS Data.
YOUR ACCOUNTIn order to be granted the Software and Data Licenses, you must establish a user account (“Account”) by providing us with, among other things, your full legal name, company name, a valid e-mail address at which we can communicate with you, and any other information we request from you at the time you are creating an account, including any information we request from you about your employer (collectively, “Account Data”).
EXPLICIT RESTRICTIONS ON USEUnless expressly permitted by these Terms of Service, you must not copy, modify, sublicense, grant a security interest in, distribute, republish, transfer, sell, license, lease, give, permanently retain, decompile, reverse engineer, disseminate, publish, assign (whether directly or indirectly, by operation of law or otherwise), transmit, scan, publish, reproduce, disclose, make available to others, or create derivative works from one or both of the Software and the IHS Data, nor may you permit any third party to do any of the foregoing. You also must not use any modified version of the Software unless expressly permitted by us to do so, including for the purpose of obtaining unauthorized access to the Software. You must only access the Software through the interface that we provide for accessing the Software or through a web browser.
You must not circumvent or bypass any technological protection measures in or relating to the Software. You must not enable access to the Software by unauthorized third-party applications, such as bots.
REPRESENTATIONS AND WARRANTIES AND ACCURACY OF ACCOUNT DATAYou represent and warrant that you are of the age of majority in the jurisdiction in which you reside.
You also represent and warrant that any Account Data you provide us with is true, accurate, comprehensive, and current. You will promptly inform us if any of your Account Data expires, changes, or becomes obsolete so that our most recent version of the Account Data always remains true, accurate, comprehensive, and complete. If any of your Account Data ceases to be true, accurate, comprehensive, and complete, we may, in our sole discretion, do any one or more of suspend or terminate your access to the Software, suspend or terminate your Account, and refuse to reinstate your Account or allow you to again access the Software.
ACCESS CREDENTIALSIn order to log into your Account, you will receive a password and Account identifier (collectively, “Access Credentials”) upon completing our account creation process and being approved to use the Software. You are entirely responsible for maintaining the confidentiality of your Access Credentials and for all activities that occur via your Account. You will notify us immediately if you become aware of any unauthorized use of your Access Credentials. You will also properly log out of the Software after you have finished using it to reduce the likelihood that a third party may gain unauthorized access to the Software through your Account. We are not liable for any claims, liabilities, losses, damages, actions, causes of action, or injuries, together with costs, charges, and expenses, including reasonable attorneys' fees, penalties and interest (collectively, “Losses”) arising from unauthorized use of your Account.
INTERNATIONAL USEYou agree to only use the Software and the IHS Data in accordance with all laws, statutes, regulations, judgments and decrees, which, by operation of law, apply to or are legally binding on you, including official directives, rules, authorizations, approvals, by-laws, permits, authorizations, guidelines, orders and policies (“Applicable Laws”). You acknowledge that the Software is of Canadian origin, is subject to Canadian laws and regulations, and may be subject to restrictions on export or re-export to countries subject to Canadian embargoes or to persons prohibited from receiving Canadian exports (including, but not limited to, those involved with missile technology or nuclear, chemical or biological weapons). A list of current jurisdictions against which Canada has a sanction or embargo can be found here: http://www.international.gc.ca/sanctions/index.aspx?lang=eng&menu_id=1. You represent and warrant to us that:
a) You are eligible to receive the Software and the IHS Data pursuant to Applicable Laws; and
b) You will not import, export, or re-export the Software or IHS Data or use the Software or IHS Data in any jurisdiction in contravention of Applicable Laws.
INDEMNITYYou agree to indemnify and hold Labrador, IHS, and their subsidiaries, affiliates, officers, agents, employees, partners, contractors, and licensors harmless from any Losses resulting from your use or misuse of the Software or the IHS Data, from any actual or alleged infringement by you or your subsidiaries, affiliates, officers, agents, employees, partners, contractors, and licensors, of any intellectual property or other right of any third party, and from any breach by you of these Terms of Service.
NO RESALEYou agree not to reproduce, duplicate, copy, sell, trade, or resell any portion of the Software or access to the Software, your Access Credentials, the IHS Data, or the Reports unless expressly permitted by these Terms of Service.
TERMINATIONYou agree that we may terminate your Account and your ability to access the Software at any time without providing you with prior notice and for any reason whatsoever, in our sole discretion. In particular, we may immediately terminate your Account for any of the following:
a) a breach by you of these Terms of Service;
b) a request to terminate your Account made by a law enforcement or other government agency;
c) a request by you to terminate your Account;
d) technical or security reasons;
e) an engagement by you in fraudulent or illegal activities; and
f) non-payment of any fees owed by you for the Software or Reports.
If we terminate your Account, we may do one or both of the following:
a) immediately cease to provide you with access to the Software and Reports; and
b) delete your Access Credentials, together with any other data associated with your Account such as personalization settings.
LINKSThe Software may contain links to websites owned or operated by third parties (“Third Party Sites”). We do not control or operate the Third Party Sites, and we do not inspect or necessarily approve of the content hosted on any of the Third Party Sites. You acknowledge that we are not liable for the content you may view on any Third Party Sites or for any Losses you may suffer as a result of visiting any Third Party Sites. You visit Third Party Sites entirely at your own risk. By linking to a Third Party Site, we are not endorsing nor indicating that we are associated with that Third Party Site or its operator.
CONFIDENTIAL INFORMATIONYou acknowledge and agree that IHS Data and the Reports are confidential information that is protected by intellectual property and other laws (“Confidential Information”).
You will protect the Confidential Information using the same degree of care as you use to protect you own information of like nature, but in any event using no less than a reasonable degree of care unless the Confidential Information falls under one of the exceptions listed in paragraph 5 of this Section 12 below. You will use the Confidential Information only as expressly permitted by these Terms of License. You may disclose the Confidential Information only to those employees and independent contractors who have a need to know for you to use the Confidential Information as permitted by these Terms of License, and only if those employees and independent contractors are subject to binding use and disclosure restrictions at least as protective as those set forth herein.
Notwithstanding the above, you may disclose the Confidential Information pursuant to a valid order or requirement of a court or government agency, provided that you give us prompt written notice, reasonable assistance to us and the opportunity for us to prevent disclosure or protect the Confidential Information.
If you breach the Data License, you must promptly return to us all the IHS Data that you have in your possession or control, even if you had previously purchased a Report that contained the IHS Data. Confidential Information does not include information that
a) is now or subsequently becomes generally available to the public through no breach of this section on your part;
b) you can demonstrate was rightfully in your possession prior to disclosure to you by us;
c) you independently develop without the use of any Confidential Information; or
d) you rightfully obtain from a third party without an obligation of confidentiality, provided however that IHS Data will remain confidential in perpetuity.The following is a non-exclusive list of our trade-marks: the Labrador logo, wellTriever, eTriever, Model-LAB, Design-LAB, Web-LAB, Labrador Modeller, and QueryJoiner. You may not display, use, or reproduce any of our trade-marks, regardless of whether they are listed here, without our prior written permission
DISCLAIMER OF WARRANTIESYOU EXPRESSLY ACKNOWLEDGE AND AGREE TO THE FOLLOWING: A. YOUR USE OF THE SOFTWARE, REPORTS, AND IHS DATA IS ENTIRELY AT YOUR OWN RISK. WE PROVIDE THE SOFTWARE ON AN "AS IS" AND "AS AVAILABLE" BASIS. LABRADOR, IHS AND THEIR subsidiaries, affiliates, officers, agents, employees, partners, contractors, and licensors EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. B. LABRADOR, IHS, AND THEIR subsidiaries, affiliates, officers, agents, employees, partners, contractors, and licensors MAKE NO WARRANTY THAT (i) THE SOFTWARE WILL MEET YOUR SPECIFIC REQUIREMENTS; (ii) THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE REPORTS, THE IHS DATA OR ANY OTHER WORK PRODUCT THAT THE SOFTWARE MAY GENERATE WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY REPORTS, IHS DATA, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SOFTWARE WILL MEET YOUR EXPECTATIONS; AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. C. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SOFTWARE, INCLUDING THE IHS DATA AND THE REPORTS, IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY LOSSES YOU SUFFER RESULTING FROM THE DOWNLOAD OF THAT MATERIAL. D. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM LABRADOR OR THROUGH OR FROM THE SOFTWARE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.
LIMITATIONS OF LIABILITYYOU EXPRESSLY UNDERSTAND AND AGREE THAT LABRADOR, IHS, AND THEIR subsidiaries, affiliates, officers, agents, employees, partners, contractors, and licensors ARE NOT LIABLE TO YOU FOR ANY LOSSES WHATSOEVER, INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, AND INCLUDING DAMAGES FOR LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF LABRADOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM USE OF OR RELIANCE ON THE SOFTWARE, REPORTS, OR IHS DATA, AND IN PARTICULAR FOR: (i) THE USE OR THE INABILITY TO USE THE SOFTWARE; (ii) THE COST OF PROCURING SUBSTITUTE GOODS AND SERVICES RESULTING FROM THE INABILITY TO USE ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SOFTWARE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY RELATING TO THE SOFTWARE; OR (v) ANY OTHER MATTER RELATING TO THE SOFTWARE.
NO THIRD-PARTY BENEFICIARIESYou agree that, except as otherwise expressly provided in these Terms of Service, there shall be no third-party beneficiaries to these Terms of Service.
MISCELLANEOUS TERMS AND CONDITIONS
a) You acknowledge that we may use, and you permit us to use, third party vendors and hosting companies to provide appropriate hardware, software, networking, storage, and related technology reasonably required to operate, maintain, and update the Software.
b) You must not modify, adapt or hack the Software or modify another website so as to falsely imply that it is associated with the Software or us.
c) We own all rights in and to the Software and, unless we expressly provide otherwise in these Terms of Service, do not grant you and right, title, or interest in or to the Software. Any rights in the Software that we do not expressly grant you in these Terms of Service are reserved by us. Similarly, any rights in the IHS Data that we do not expressly grant to you in these Terms of Service are reserved by us, IHS, or both.
d) We reserve the right to modify or discontinue the Software, temporarily or permanently, at any time without providing you with advance notice.
e) We may, but have no obligation to, remove data and accounts containing content that we determine in our sole discretion is unlawful, offensive, threatening, libellous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property rights or these Terms of Service.
f) Our failure to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of that right or provision. Any waiver by us must be expressly indicated in writing.
g) These Terms of Service constitute the entire agreement between you and us and govern your use of the Software, superseding any prior agreements between you and us including any prior versions of these Terms of Service.
h) If any provision or portion hereof is declared invalid or unenforceable by a court of competent jurisdiction, that provision or portion will be ineffective only to the extent of that invalidity or unenforceability, so that the remainder of that provision and all remaining provisions of these Terms of Service will continue in full force and effect.
i) You may not assign your rights or obligations arising under these Terms of Service without our express written permission. We may assign our rights or obligations arising under these Terms of Service without your permission.
j) The words “includes”, “including” and “inclusive” and the phrases “in particular”, “such as”, “for instance”, “by way of illustration”, “i.e.” and “for example” when used in these Terms of Service will be interpreted and construed so as not to limit the generality of the words of general application or nature that precede those words and phrases.
k) These Terms of Service will enure to the benefit of and be binding upon the parties hereto and their respective heirs, estates, legal representatives, successors and permitted assigns.
l) You acknowledge that each provision in these Terms of Service providing for the protection of our of IHS’s intellectual property, and in particular those provisions relating to protection of copyrights and Confidential Information, are material to these Terms of Service. The parties acknowledge that any threatened or actual breach of our of IHS’s proprietary rights will constitute immediate, irreparable harm to us or IHS, for which equitable remedies may be awarded by a court of competent jurisdiction over you.
m) These Terms of Service are be governed by the laws of the Province of Alberta, Canada without giving effect to its conflict of laws rules. You irrevocably and exclusively attorn to the jurisdiction of the courts located in Calgary, Alberta, to adjudicate all disputes arising from or related to these Terms of Service and the Software, except that with respect to any disputes relating to infringement or misappropriation of our intellectual property you irrevocably and non-exclusively attorn to the jurisdiction of the courts in Calgary, Alberta.
FEEDBACKPlease report any feedback, questions, or comments you may have relating to these Terms of Service to our Customer Care group at firstname.lastname@example.org