THANK YOU FOR SELECTING THE SERVICES OFFERED BY VENTEX SOFTWARE CORPORATION AND/OR ITS SUBSIDIARIES AND
AFFILIATES (REFERRED TO AS “VENTEX”, “WE”, “OUR” OR “US”). REVIEW THESE TERMS OF SERVICE (“AGREEMENT “) THOROUGHLY.
THIS AGREEMENT IS A LICENSE AGREEMENT BETWEEN YOU (REFERRED TO AS “YOU”, OR “LICENSEE”) AND VENTEX.
BY ACCEPTING ELECTRONICALLY (CLICKING “I AGREE”) AND ACCESSING OR USING THE SERVICES, YOU AGREE TO THESE TERMS.
IF YOU DO NOT AGREE TO THIS AGREEMENT, THEN YOU MAY NOT USE THE VENTEX SOFTWARE AND,
IF PRESENTED WITH THE OPTION TO “AGREE” OR “DISAGREE” TO THE TERMS, CLICK “DISAGREE”.
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AGREEMENT
This Agreement describes the terms governing Your use of the VenTex online services
provided to You on this website, including content, updates and new releases,
(collectively, the “Services“). It includes by reference:
- VenTex’s Privacy Statement provided to You in the Services available on the website
at https://www.ventexsoftware.com/PrivacyPolicy.aspx.
- Any terms provided separately to You for the Services, including product or program terms,
training terms, and related services.
- Additional Terms of Service, which may include those from third parties.
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DEFINITIONS
- “Agreement” means this VenTex Software License Agreement covering use of the Product by Licensee.
- “Product” means any VenTex Software product identified by VenTex as a waterflood performance web
application including updated or new waterflood support applications (Services).
- “User”, “Party” is an identifiable person authorized by Licensee to run the program in a computer device, (“Customers”, “Parties”).
- “Product Version” means a release, update or upgrade of a product that is not identified by VenTex
as being made for the purpose of fixing software bugs.
- “Effective Date” means the date the Licensee agrees to this Agreement.
- “Bug Fix” for a Product Version means a software update or release that is specifically identified
by VenTex as an update or release for purposes of fixing software bugs in that Product Version.
- “Your VenTex Account” or “VTA” means an account at http://www.ventexsoftware.com created by User,
having a unique name and password, through which User has access to Products in accordance
with the this Agreement.
- “VenTex Website” means any website that is the property of VenTex, including but not limited
to everything hosted under the top-level domains of VenTex.
- “Privacy Policy” means the VenTex Privacy Policy available at https://www.ventexsoftware.com/PrivacyPolicy.aspx
- “Personal Data” means any information relating to an identified or identifiable natural person “Content“.
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AGREEMENT
As between the parties, VenTex owns all right, title and interest in and to the VenTex Software,
Product, VenTex Website, and associated materials including any related documentation such as
training, user, or reference manuals delivered in machine readable form or on-line at the VenTex
website (collectively, the “Software”) and any and all patents, copyrights, trademarks, trade secrets
and any other form of intellectual property rights recognized in any jurisdiction, including applications
and registration for any of the foregoing embodied therein (“Intellectual Property Rights”). The Software
is licensed, not sold, to You by VenTex. There are no implied licenses and VenTex retains all rights not
expressly granted to You in the License. All corrections, bug fixes, enhancements, modifications, updates,
and minor releases, in each case denoted by a change to the right of the decimal point (“version”) and made
generally available by VenTex and provided or made available to You as part of the Software, together but
will be included as part of the Software for purposes of the license granted to You hereunder.
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SINGLE LICENSE- YOUR RIGHTS TO USE THE SERVICES
- Subject to the terms of this Agreement, VenTex hereby grants to You, and You accept,
during the term, a non-exclusive, non-transferable, non-sublicensable, unlimited license
to access, use, and copy (as set forth in this section ) the Software and any Updates
thereto, in executable code form, as authorized in this section.
- Subject to the terms of service of this License, this License allows You to use the VenTex
Software on computers owned and controlled by You.
- Except as otherwise expressly permitted hereunder, You shall not: (i) permit any
affiliated entities or third parties to use the Software, (ii) reverse engineer or
otherwise attempt to recreate all or any portion of the Software, or use the Software
to develop functionality similar to or competitive with the Software; or (iii) modify,
translate or create any derivative work of all or any portion of the Software.
- Under no circumstances shall You sell, license, publish, display, distribute,
or otherwise transfer to a third party the Software or any copy thereof, in whole or
in part, without VenTex’ express, written prior consent. You agree to secure all
necessary rights and obligations from Your employees, contractors, consultants and
agents in order to satisfy the foregoing obligation.
- For any avoidance of doubt, the incorporation of elements/software components of
the Software in Your prototypes (and to the extent such elements/components may
be embedded in any of Your final products) shall not be deemed creation of a
derivative work under License; provided, that: (a) Your prototypes are not the
basis for creating (and any related products of Yours are not) a product that
provides the same, or substantially the same, functionality as the Software; and
(b) any products developed and made available to the public shall be offered
in executable code form, only.
- Solely with respect to the documentation included or otherwise made available as part of
the Software, You may make a copies (either in hardcopy or electronic form); provided,
that such copies shall be for Your internal use and are non-copyrighted materials, materials
in which You own the copyright, or materials You are authorized or legally permitted to
reproduce in order to exercise Your rights hereunder and are not to be republished or
distributed to any third party.
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PAYMENTS
For Services offered on a subscription basis, the following terms apply if You are the User paying
for Services. The Services are solely for internal use by Customer.
Payments will be paid in U.S. dollars, and Your account will be debited on the Effective Date when
You subscribe and provide Your payment information as follows:
- A valid credit card;
- A valid debit card;
- A corporate check
- Another payment option acceptable to VenTex
VenTex will automatically renew the Agreement at the end of the Term period unless the
Services are cancelled or terminated under this Agreement.
Your payment and registration information should be maintained as current in order to avoid
interruption of Services. You agree to notify VenTex promptly when such information changes.
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HOSTING
Your projects will be kept for one year by default, thereafter if You renew Your license
VenTex may agree to keep Your project available after the first year.
VenTex makes no warranty, express, implied or statutory, with respect to the hosting service
or any part thereof, including without limitation any implied warranty of title, availability,
reliability, usefulness, merchantability, fitness for a particular purpose, non-infringement,
or arising from course of performance, dealing, usage or trade. VenTex does not warrant that
the hosting services or any part thereof will meet Your requirements or be uninterrupted,
timely, available, secure or error-free, or that any errors will be corrected or correctable
or for any omissions in either web hosting or access services.
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SUPPORT
VenTex provides support for registered users through a ticketing system located on the website
home page. Users have access to a form that once filled out generates a ticket which is forwarded to
the proper personnel. Telephone support can be scheduled in special circumstances as deemed
appropriate by VenTex.
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CONFIDENTIALITY
- Each Party hereto acknowledges that during the term of this Agreement it may receive certain
Confidential Information (as defined below) of the other Party. Except as expressly set forth
herein, VenTex and You each agree to retain in confidence all Confidential Information disclosed
by one party (the “disclosing party”) to the other party (the “receiving party”), as the case
may be, pursuant to this Agreement in any form (written, oral, photographic, electronic, magnetic,
or otherwise) and to only disclose the disclosing party’s Confidential Information to its employees,
contractors and advisors who have a need to know same.
- Each party agrees to: (i) preserve and protect the confidentiality of the disclosing party’s
Confidential Information using the same standard of care that it would use to secure and safeguard
its own Confidential Information, but in no event less than reasonable care; (ii) refrain from
using the disclosing party’s Confidential Information except as contemplated herein; and (iii)
not disclose the disclosing party’s Confidential Information to any third party except to its
employees, contractors, consultants or agents as is reasonably required to perform its rights
or exercise its obligations under this Agreement. Each receiving party shall, at its own expense,
immediately notify disclosing party of any unauthorized possession, use or knowledge, or attempt
thereof, of disclosing party’s Confidential Information by any third party. You further agree to:
(a) adopt the action(s) necessary to ensure that its employees and any other third parties to whom
You discloses any Confidential Information of VenTex are legally bound by the confidentiality
obligations hereunder, and (b) inform its employees and such third parties of its confidentiality
and other obligations hereunder and instruct them not to attempt to circumvent any such security
procedures and devices.
- As used in this Section 8, “Confidential Information” means: (i) any and all proprietary information,
formulae, patterns, compilations, technology, software (in source, binary, object or executable
code or any other form), firmware, code, hardware, documentation, developments, inventions, lists,
trade secrets, technical data, data compilations, processes, programs, devices, designs, drawings,
methods, techniques, know-how, research, plans (marketing, business, strategic or otherwise),
customer information and other business arrangements, pricing and other financial data, and any
and all Intellectual Property Rights related thereto that is reasonably understood, in light
of the nature of the information or the circumstances of disclosure, to be confidential or
proprietary; and (ii) any information that is designated in writing to be confidential or
proprietary, or if given orally, is designated at the time of disclosure as being confidential
or proprietary, or that reasonably could be considered of a proprietary or confidential nature.
Without limiting the foregoing, You acknowledge and agree that the Software provided to You
pursuant to this License, as well as any Updates thereto contain trade secrets, know-how and
other confidential and proprietary information including, without limitation, the concepts,
techniques, ideas, algorithms, methods, and structure and design elements embodied and expressed
in any computer programs or modules included in the Software, as well as the structure, sequence
and organization of such programs or modules that is the exclusive property of, and Confidential
Information of, VenTex. Notwithstanding the foregoing, Confidential Information shall not include
information that: (a) has become publicly known and made generally available other than through
any act or omission of the receiving party; (b) was already or becomes known by the receiving
party without restriction as to use or disclosure and was not acquired from the disclosing party;
or (c) was independently developed by the receiving party without reference to or reliance upon
the Confidential Information of the disclosing party and as shown by receiving party’s
competent written records.
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CONTENT
You are responsible for all materials, data, and personal information (“Content”) uploaded,
posted or stored through Your use of the Services. You are responsible for any lost or
unrecoverable Content. VenTex is not responsible for the Content or data You submit through
the Services. You agree not to use, nor permit any third party to use, the Services to upload,
post, distribute, link to, publish, reproduce, engage in or transmit any of the following,
including but not limited to:
- Content that would impersonate someone else or falsely represent Your identity or
qualifications, or that constitutes a breach of any individual’s privacy;
- Any information, software or Content which is not legally Yours and without permission
from the copyright owner or intellectual property rights owner;
- Any illegal, fraudulent, defamatory, abusive, offensive or objectionable information or
communications of any kind, including without limitation conduct that would encourage
criminal or civil liability under any local, state, federal or foreign law.
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CONSENT TO USE OF DATA
VenTex and its subsidiaries may occasionally require use of Diagnostic and Usage Data collection.
This includes the collection, maintenance, processing of related information for administrative
use and feedback to customer. This data will be collected periodically to improve VenTex’s
products and services, facilitate the provision of software updates, product support and other
services to You (if any) related to the VenTex Software, and to verify compliance with the terms
of this License. This information and Data will remain confidential between VenTex and You.
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USE OF FEEDBACK
You agree that VenTex may use Your feedback, suggestions, or ideas in anyway, including in
future modifications of the Services, other products or services, advertising or marketing materials.
You grant VenTex a perpetual, worldwide, fully transferrable, irrevocable, and royalty-free license
to use the feedback You provide to VenTex in any way.
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PASSWORDS
You are responsible for securely managing Your password(s) for the Services and to contact
VenTex if You are aware of any unauthorized access to Your account. The Services may periodically
be updated with tools, improvements, third party applications, or general updates to improve
the services. You agree to receive these updates.
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VENTEX PROFESSIONAL SERVICES
Unless specifically included with the Services, VenTex is not in the business of providing
petroleum engineering or reservoir engineering services or advice. Consult the services of a competent
professional when You need this type of assistance.
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PRIVACY POLICY
At all times Your information will be treated in accordance with VenTex’s Privacy Policy.
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TERMINATION
- The term of this License will commence on the Effective Date and will remain in effect
for one year and may be renewed, unless otherwise terminated in accordance with this Section 15.
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This License and Your right to use the Software will terminate immediately, without notice from VenTex,
if You fail to comply with the terms of service of this License including, for the avoidance of doubt,
the terms of Section 4; provided, that, upon any failure to comply with the terms of service of
Section 4, VenTex may, upon Your request, and in its sole discretion, elect to reinstate this License
less the Hosting Services, subject to Your agreement, in writing, to restrictions and remedies in the
event of any prohibited use of such Hosting Services or future failure to meet the other obligations
of the reinstated License. This Section 15 is in addition to and not in lieu of any criminal, civil or
other remedies available to VenTex at law or in equity.
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Upon any termination of this License, all rights granted to You in the Software and under this
License will immediately cease.
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INDEMNIFICATION
You agree to indemnify, defend, and hold VenTex and VenTex’s owners, partners, shareholders,
members, managers, directors, officers, employees, agents, information providers, suppliers, agents,
and attorneys harmless from any and all liabilities, losses, claims, and expenses, including reasonable
attorney’s fees, related to (i) Your failure to comply with any of terms of this Agreement, (ii) Your
use of the VenTex Website (including third party claims relating to Your Submissions or information
or content downloaded by You from the Website), and (iii) all use of, and activities that occur under,
Your password, account, and other identification information and any actions that take place through
Your registration or access to the VenTex Website (whether conducted by You or another). VenTex has no
duty to reimburse, defend, indemnify, or hold You harmless resulting from, relating to, or arising out
of, the terms of this Agreement or Your use of the VenTex Website.
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DISCLAIMERS
THE INFORMATION, CONTENT, AND SERVICES PROVIDED BY VENTEX THROUGH THE WEBSITE (INCLUDING THE VENTEX WEBSITE CONTENT)
ARE PROVIDED “AS IS,” “WHERE IS,” AND WITHOUT WARRANTY. VENTEX DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED,
INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
VENTEX DOES NOT WARRANT THAT THE OPERATION OF THE VENTEX WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE. VENTEX
DOES NOT GUARANTEE ANY SPECIFIC RESULTS FROM USE OF THE VENTEX WEBSITE. IN NO EVENT WILL VENTEX BE LIABLE FOR
ANY LOSS OR CORRUPTION OF DATA. YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF THE VENTEX WEBSITE AND YOUR ACCOUNT.
ALL INFORMATION, CONTENT, AND SERVICES PROVIDED BY VENTEX THROUGH THE VENTEX WEBSITE (INCLUDING THE WEBSITE CONTENT)
ARE SUBJECT TO CHANGE AT ANY TIME WITHOUT NOTICE AND REPRESENTS NO COMMITMENT ON VENTEX’S PART IN THE FUTURE TO
MAINTAIN OR CHANGE SUCH INFORMATION, CONTENT, OR SERVICES OR TO PROVIDE THE VENTEX WEBSITE. ALTHOUGH THE VENTEX
WEBSITE CONTENT MAY BE UPDATED FROM TIME TO TIME, IT MAY BE OUT-OF-DATE AND/OR MAY CONTAIN INACCURACIES OR
TYPOGRAPHICAL ERRORS. VENTEX DOES NOT MAKE ANY REPRESENTATION OR WARRANTY REGARDING THE COMPLETENESS, ACCURACY,
RELIABILITY, TIMELINESS, OR APPROPRIATENESS OF ANY INFORMATION, CONTENT, OR SERVICE PROVIDED BY VENTEX.
VENTEX IS NOT RESPONSIBLE FOR YOUR INABILITY OR FAILURE (FOR ANY REASON) TO ACCESS THE VENTEX WEBSITE OR
OTHERWISE USE OR RECEIVE INFORMATION, CONTENT, OR SERVICES FROM OR REGARDING THE WEBSITE.
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LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL VENTEX OR ANY OF VENTEX’S AFFILIATES OR LICENSORS
BE LIABLE TO YOU FOR ANY DAMAGES OF ANY KIND (INCLUDING COMPENSATORY DAMAGES, LOST PROFITS, LOST DATA,
OR ANY FORM OF SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES, WHETHER BASED ON BREACH
OF CONTRACT OR WARRANTY, TORT, PRODUCT LIABILITY, OR OTHERWISE) THAT RESULT FROM THE USE OF, OR THE
INABILITY TO USE, THE VENTEX WEBSITE, THE WEBSITE CONTENT, OR THE SUBMISSIONS. YOU SPECIFICALLY ACKNOWLEDGE
AND AGREE THAT VENTEX AND VENTEX’S AFFILIATES AND LICENSORS ARE NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE,
OR ILLEGAL CONDUCT OF ANY USER, INCLUDING OFFENSIVE CONTENT OR OFFENSIVE CONDUCT. IF YOU ARE DISSATISFIED
WITH ANY VENTEX WEBSITE CONTENT, OR WITH ANY OF THESE VENTEX WEBSITE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY
IS TO DISCONTINUE USING THE VENTEX WEBSITE. IN ADDITION TO THE FOREGOING LIMITS, IN NO EVENT WILL VENTEX’S
OR ANY OF VENTEX’S AFFILIATES’ OR LICENSORS’ AGGREGATE LIABILITY EXCEED THE MONIES YOU HAVE PAID IN THE
PRECEDING TWELVE MONTHS BEFORE ANY CLAIM IS MADE. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT EXPAND
THESE LIMITS. IN NO EVENT MAY YOU BRING A CLAIM OR CAUSE OF ACTION AGAINST VENTEX OR ANY AFFILIATE OF
VENTEX MORE THAN TWO YEARS AFTER THE CLAIM OR CAUSE OF ACTION AROSE.
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THIRD PARTY COMPONENTS
The Software may include certain third-party components. These third-party components are
provided "AS IS", without warranty of any kind, express or implied, including but not limited
to the warranties of merchantability, fitness for a particular purpose and non-infringement. In no
event shall the third-party authors or copyright holders be liable for any claim, damages or other
liability, whether in an action of contract, tort or otherwise, arising from, out of or in connection
with the third-party components or the use of these components.
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GENERAL
This Agreement is the entire agreement between You and VenTex and replaces all prior understandings,
communications and agreements, oral or written, regarding its subject matter. If any court of law, having
the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without
affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. You cannot
assign or transfer ownership Agreement to anyone without written approval of VenTex. This Agreement shall be
governed by and construed in accordance with the laws of the State of Texas, without regard to conflict of
laws principles and without regard to the United Nations Convention on Contracts for the International Sale
of Goods. Any and all legal claims under this Agreement shall be in courts in Midland County, Texas.
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Miscellaneous
These Website Terms shall be governed by, and construed and enforced in accordance with,
the laws of the state of Texas, without regard to Texas’s conflicts of law principles.
All legal proceedings arising out of, or in connection with, these Website Terms shall be
brought solely in a court of competent jurisdiction located in Midland County, Texas.
The provisions of these Website Terms are severable, and in the event any provision of these
Website Terms is determined to be invalid or unenforceable, such invalidity or unenforceability
shall not in any way affect the validity or enforceability of the remaining provisions.
VenTex’s waiver of a breach of any provision of these Website Terms by you shall not operate or
be construed as a waiver by VenTex of any subsequent breach by you.
A printed version of these Website Terms and of any notice given in electronic form shall be
admissible in judicial or administrative proceedings based upon, or relating to, these Website
Terms to the same extent and subject to the same conditions as other business documents and
records originally generated and maintained in printed form. It is the express wish of the
parties that these Website Terms and all related documents be drawn up in English as spoken
in the United States.
You may not assign these Website Terms (or delegate your rights, duties, or obligations
under these Website Terms) without VenTex’s prior, express, and written consent.
If you are aware of any violations of these Website Terms or if you have any questions or
comments regarding these Website Terms, please contact us at
postmaster@ventexsoftware.com.
All trademarks, service marks, and trade names displayed on the Website are proprietary to
VenTex or VenTex’s licensors, all of which are the property of their respective owners.
The following materials have been used in connection with the Website with permission
from the Society of Petroleum Engineers: