END USER LICENSE AGREEMENT
Effective: Sep 27, 2021
NOTHING IN THESE TERMS SHALL ALTER THE TERMS OF ANY OTHER AGREEMENT OR LEGAL RELATIONSHIP BETWEEN YOU AND XECTA
1. ABOUT US
Xecta Digital Labs Ltd. is a Delaware corporation headquartered at Suite 202, Willowbrook Building, 7915 FM 1960, Houston, TX77070. If you have any questions, complaints or comments regarding the Services or the Application, you may contact us at Info@xecta.com.
When we say “we” or “us” or “Xecta” in these Terms, we mean Xecta Digital Labs Ltd., our affiliates, and those agents we use to provide services on our behalf.
The “Services” comprise of Software as a Service (SaaS)which delivered over a secure internet connection and consumed by you using a web browser, a mobile application, Application Programmable Interface (API) or computer desktop application.
Under a scenario that requires the “Services” to installed on a physical computer, a virtual computing environment, a third-party data center or cloud, the “Services” comprise of software licensed by Xecta and consumed by you using a web browser or computer desktop application
The Services are intended to be used for the purpose of monitoring, surveillance, optimization, and predictive analytics related to the performance of underlying physical assets. Assets include but are not limited to:-subsurface reservoirs, oil wells, gas wells, water wells, pipelines, pumps, compressors, storage tanks or any other related processing equipment, wind-turbines, solar panels, transmission and/or distribution networks.
Subject to your compliance with these Terms, Xecta grants you a limited, non-exclusive, non-sub licensable, revocable, non-transferable license to: (i) access and use the services and (ii) access and use any content, information and related materials that may be made available through the Services. Any rights not expressly granted herein are reserved by Xecta
You hereby grant Xecta a paid up, world-wide, non-exclusive license to use any data that you provide to us which we collect, store, transform or process for use as part of any Xecta internal business process related to service quality, service enhancement or for analytical purposes that improve our underlying models or algorithms.
You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) copy, reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Xecta in writing; (iii) decompile, reverse engineer or disassemble the Services except as permitted by applicable law;(iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of theServices or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or(vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.
The Services and all rights therein are and shall remain Xecta’s property. Neither these Terms nor your use of the Services conveys or grants to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner Xecta’s company names, logos, product and service names, trademarks or services marks or those of any Third Party Provider.
You agree to indemnify and hold Xecta and its affiliates and their respective members, managers, directors, officers, employees, representatives, contractors, and agents (“Indemnified Parties”) harmless from any liability, loss, claim and expense, including attorneys’ fees and expenses, related to your breach of these Terms or your use of the Services. At Xecta’s sole discretion, you agree to pay all attorney’s fees associated with any action that is under this indemnity clause.
4. DISCLAIMER AND LIMITATION OF LIABILITY
THE SERVICES ARE PROVIDED “AS IS”AND “AS AVAILABLE.” XECTA DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY,INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, XECTA MAKES NO REPRESENTATION,WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY,SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. XECTA DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD-PARTY PROVIDERS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY XECTA SHALL CREATE A WARRANTY. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
5. LIMITATION OF LIABILITY
XECTA SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL,EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES,INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF OR INABILITY TOUSE THE SERVICES, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE,OR CONCURRENT) OF XECTA,EVEN IF XECTA HAS BEEN ADVISED OF THE POSSIBILITY OFSUCH DAMAGES. IN NO EVENTS HALL XECTA’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED $50.00. XECTA SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USEOF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES;OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD-PARTY PROVIDER, EVEN IF XECTA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.XECTA SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND XECTA’S REASONABLE CONTROL. YOU AGREE THAT XECTA HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY GOODS OR SERVICES PROVIDED TOYOU BY THIRD PARTY PROVIDERS. THE LIMITATIONS AND DISCLAIMER INTHIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, XECTA’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BYLAW. THIS PROVISION SHALL HAVE NO EFFECT ON XECTA’S CHOICE OF LAW PROVISION SET FORTH BELOW.
6. OTHER LEGAL NOTICES
The Services and associated Applications may contain other proprietary notices and copyright information, the terms of which must be observed and followed. Information provided by the Services may be changed or updated without notice. Xecta may also make improvements and changes to the Services at any time without notice.
The Xecta Services may include Xecta service marks or trademarks. You have no rights to those trademarks and service marks, and you agree not to use the trademarks or service marks in anyway.
8. DigitalMillennium Copyright Act
If you are a copyright owner or an agent thereof and believe that any content provided by the Services infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act(“DMCA”) by providing Xecta with the following information in writing (see 17U.S.C 512(c)(3) for further detail):
(a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
(c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit Xecta to locate the material;
(d) information reasonably sufficient to permit Xecta to contact you, such as an address, telephone number, and, if available, an electronic mail address;
(e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Xecta’s designated Copyright Agent to receive notifications of claimed infringement is Attn: Xecta Legal at the following email address: Info@xecta.com. You acknowledge that if you fail to comply with all of the requirements of this Section 8, your DMCA notice may not be valid.
By using the Services and the information contained therein, you agree with Xecta that any claim you may have against Xecta in contract, tort or otherwise in respect of any information or advice expressly or impliedly given through use of the Services, or in respect of any inaccuracy herein or omission here from, shall be governed by the law of the State of Texas, without regard to its conflicts of laws rules.
To the extent that there is not any another agreement that specifies a manner of dispute resolution between you and Xecta, a dispute relating to your use of the Services shall be submitted to confidential arbitration in Houston, Texas, except that to the extent you have in any manner violated or threatened to violate Xecta’s intellectual property rights, Xecta may seek injunctive or other appropriate relief in any state or federal court.You hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts ofTexas. Arbitration under these Terms shall be conducted pursuant to the AAA’sConsumer Arbitration Rules and the Supplementary Procedures for ConsumerRelated Disputes (the “AAA Rules”) then in effect. The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under these Terms shall be joined to an arbitration involving any other party subject to the Terms or another agreement with Xecta, whether through class action proceedings or otherwise. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Application or under these Terms must be filed within one (1) year after such claim or cause of action arose or be forever waived.
Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.
11. REVISION TO TERMS.
Xecta may amend, change or update the information provided in the Terms. Your continued use of the Services or Applications after any amendment or update to the Terms acknowledges your agreement to such amended or updated Terms.
Xecta may give notice by means of a general notice on theServices, electronic mail to the email address that you have registered with the respective Service, telephone or text message to any phone number provided in connection with your account, or by written communication sent by first class mail or pre-paid post to any address connected with your account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email, text message or telephone). You may give notice to Xecta, with such notice deemed given when received by Xecta, at anytime by first class mail or pre-paid post to:
Xecta Digital Labs Ltd.
Suite 202, Willowbrook Building
7915 FM 1960
Houston, TX 77070
Attention: Xecta Legal
You may not assign these Terms without Xecta’s prior written approval. Xecta may assign these Terms without your consent to:(i) a subsidiary or affiliate; (ii) an acquirer of Xecta’s equity, business or assets; or (iii)a successor by merger. Any purported assignment in violation of this section shall be void.
In the event that any provision contained in these Terms will be held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the validity, legality and enforceability of such provision in every other respect and the validity, legality and enforceability of the remaining provisions contained in these Terms will not be in any way impaired thereby. Xecta’s failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Xecta in writing.
Last Updated: Sep 27, 2021
Xecta Digital Labs (“Company,” “we,” “us,” or “our”) is committed to protecting and respecting your privacy and ensuring that your personal information is processed fairly and lawfully in line with all relevant privacy legislation.The purpose of this Privacy Statement is to set out the principles governing our use of personal information that we may obtain about you through the manufacture and sale of our products and the provision of related services (the“Products”). By using this Site, you agree to our use of the personal information that we obtain about you.
Please read this Privacy Statement carefully. We may change our Privacy Statement from time to time. We therefore ask you to check it occasionally to ensure that you are aware of the most recent version that will apply each time you access this Site. If a revision meaningfully reduces your rights, we will notify you. BY USING THIS SITE, YOU AGREE TO THIS PRIVACY STATEMENT. IF YOU DO NOT AGREE TO THIS PRIVACY STATEMENT, DO NOT USE THIS SITE.
The Data We Collect and Process.
The Company collects the following personal information:
• personal information you provide when you interact with the Site. The personal information you give us may include your email address, preference information and any other information you choose to provide to us;
• technical data such as your internet protocol (IP) address, your login data, the web page you visited before visiting our Site, browser type and version, time zone setting and location, browser plug-in types and versions, operating system and platform and other technology on the devices you use to access our Site; and
• usage data which tells us how you use our services.
We have implemented measures and procedures that adequately protect the privacy of individuals and ensure that data protection is integral to our operations. This includes implementing measures which may include:
• Data minimization (e.g. not keeping data for longer than is necessary);
• Cyber security; and
• A data security policy.
Data Storage and Transfer.
The Company makes no representation that data consumed or generated by the Services are appropriate or available for use in other locations, and access to them from territories where their contents are illegal is prohibited. Those who choose to access the Services from other locations do so on their own initiative and are responsible for compliance with applicable local laws.
Our Clients and Others Working for The Company.
The Company uses trusted third parties (i.e. IT services, analytics services, etc.) to help us provide, improve, protect, and promote ourSite and our service offerings. Generally, third parties will access your information under terms comparable to this Privacy Statement, and we’ll remain responsible for their handling of your information per our instructions.
Other Applications and Third-Party Links.
The Site may include links to third-party websites, plug-ins and applications. Clicking on those links or enabling those connections may allow third parties to collect or share data about you. We do not control these third-party websites and are not responsible for their privacy policies. When you leave our product, services or applications, we encourage you to read the privacy policies of every website you visit. Please remember that their use of your personal information will be governed by their privacy policies and terms.