Terms of Service
Effective: January 1, 2023
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.
When we say "products" or "services" we mean 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.
When we say "you" we mean you as a individual user of the services
When we say "subscriber", we mean the contracting party who executed the contract with us to provide access to the services.
Xecta will provide services to the subscriber to be used for the purpose of monitoring, surveillance, and 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 and other related processing equipment, wind-turbines, solar panels, transmission and/or distribution networks. Xecta will provide the services to the fullest extent possible based the availability, accuracy and timeliness of the source data. Availability of the service is subject to the availability of the source data.
The subscriber is solely responsible for providing the source data that is required to run the service. The subscriber is responsible for the format, availability, accuracy, and timeliness of the source data. The subscriber is responsible for any operation(s) required to transfer the source data from the source system(s) to our services.
Subject to your compliance with these Terms of Service, 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 non-personally identifiable data that you provide to us, for use in any part of a Xecta internal business process that is related to service quality, service enhancement or for analytical purposes which can include being used as source data for our service 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 the Services 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 herein 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 or (iii) ownership of any intellectual property and technology rights associated with our services.
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.
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.
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.
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.
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 of Texas. Arbitration under these Terms shall be conducted pursuant to the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related 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.
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 the Services, 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 any time 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.
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