Version 24 September 2026
These Master Terms of Service are entered into between Pallarium, a prototype service run before incorporation by its founder (the "Company"), and the Customer (as defined below). They govern all access to and use of the Service.
IMPORTANT NOTICE. THESE TERMS REQUIRE THE RESOLUTION OF DISPUTES BY INDIVIDUAL BINDING ARBITRATION AND CONTAIN A WAIVER OF CLASS, COLLECTIVE AND REPRESENTATIVE PROCEEDINGS AND A WAIVER OF TRIAL BY JURY (SECTIONS 34 TO 37). THEY CONTAIN A DISCLAIMER OF ALL WARRANTIES (SECTION 25), A LIMITATION AND EXCLUSION OF LIABILITY (SECTION 27), AN INDEMNITY GIVEN BY THE CUSTOMER THAT EXTENDS TO LOSSES CAUSED BY THE NEGLIGENCE OF THE COMPANY PARTIES (SECTION 28), AND A CONTRACTUAL PERIOD WITHIN WHICH CLAIMS MUST BE BROUGHT (SECTION 37). NO OUTPUT OF THE SERVICE IS AN ENGINEERING DESIGN OR A RECOMMENDATION TO CARRY OUT ANY OPERATION (SECTION 7). THE SERVICE IS OFFERED FOR BUSINESS USE ONLY.
1.1 Definitions. In the Agreement the following capitalised terms have the following meanings:
(a) "Acceptable Use Policy" means the acceptable use policy published by the Company on the Site, together with the Intellectual Property Notice and the Copyright and Content Complaints Policy incorporated into it, as amended from time to time.
(b) "Access Credentials" means any one-time sign-in code, password, session token, device token, invitation, login or other credential issued to or created by or for the Customer or an Authorised User for the purpose of accessing the Service or a Non-Public Environment.
(c) "Account" means the account opened on the Service in the name of an individual Authorised User, by means of which the Service keeps Account Records and Saved Calculations.
(d) "Account Data" means the electronic mail address of an Account, any password verifier, the dates on which the Account was created and last used, the Version accepted for the Account together with any record of the time and means of its acceptance, and the entries of the Well Library marked by an Authorised User, in each case as described in the Privacy Policy.
(e) "Activity Record" means a record kept under an Account of a Calculation run, a Saved Calculation created, amended or deleted, or a Document generated, having the content described in the Privacy Policy, and includes any Well Reference and any record of Calculations and Free Calculations consumed.
(f) "Affiliate" means, in relation to a person, any entity that directly or indirectly controls, is controlled by or is under common control with that person, where "control" means the ownership of more than fifty per cent of the voting interests of the entity or the power to direct its management and policies, whether by contract or otherwise.
(g) "Aggregated Data" means data derived from Account Records, from Service Data or, to the extent permitted by the Trial and Prototype Terms or a Confidentiality Undertaking, from Evaluation Data, that has been aggregated, de-identified or anonymised so that it does not identify, and cannot reasonably be used to identify, the Customer, any Authorised User, any Well, any field, any operator or any other person.
(h) "Agreement" means these Terms together with the Incorporated Documents and any Order.
(i) "Applicable Law" means all statutes, regulations, ordinances, rules, orders, judgments, Sanctions, Export Control Laws, licensing requirements and other legal requirements of any jurisdiction that apply to a party, to the Service, to the Customer's use of the Service or to any Operations.
(j) "Authorised User" means an individual who is authorised by the Customer to access the Service on its behalf and who holds an Account, including the individual who accepts these Terms.
(k) "Calculation" has the meaning given in the Subscription Terms.
(l) "Calculator" means each calculation module of the Service, including the modules designated "Artificial lift", "Stimulation", "Sidetrack" and "Improved recovery", and any further module that the Company makes available.
(m) "Company Materials" means the Service; the software, source code, object code, algorithms, models, screening criteria, envelopes, weights, scores, thresholds, rules of selection, formulae as implemented, cost bands, default values, unit conversions as implemented, templates, document formats and layouts; the Well Library; the Directories; the texts, designs, graphics, compilations and the selection, coordination, arrangement and enhancement of data; all Outputs other than Customer Content embodied in them; Service Data; Aggregated Data; and all modifications, improvements and derivative works of any of the foregoing, by whomever made.
(n) "Company Parties" means the Company, its Affiliates, its and their respective shareholders, members, founders, directors, officers, employees, contractors, agents, licensors, Service Providers, successors and assigns.
(o) "Competitor" means any person that offers, or has announced its intention to offer, to third parties a product or service that screens, ranks, sizes or evaluates wells, reservoirs, artificial-lift methods, stimulation, sidetracks or recovery methods, or that aggregates or provides access to data on oilfield equipment suppliers, other than solely for its own internal purposes.
(p) "Confidential Information" has the meaning given in Section 18.
(q) "Confidentiality Undertaking" means the mutual non-disclosure agreement for the evaluation of the Service issued by the Company, in the version signed or accepted by the relevant Tester.
(r) "Cookie Policy" means the notice published by the Company on the Site describing the cookies and similar technologies used by the Service, as amended from time to time.
(s) "Customer" means the company, partnership or other legal entity on whose behalf an individual accepts these Terms or, where no such entity exists, the individual accepting them in the course of that individual's trade, business or profession. A reference to the Customer includes its Authorised Users where the context admits.
(t) "Customer Content" means Input Data, Saved Calculations and any other data or material submitted to the Service by or on behalf of the Customer, excluding Account Records, Feedback and Service Data.
(u) "Directories" means the Supplier Directory and the Technologies Directory.
(v) "Document" means any file generated by the Service for download, including any Request for Quotation and any Justification, in any format and in any version.
(w) "Effective Date" means, in relation to a Customer, the date on which the Customer first accepts these Terms or first accesses the Service, whichever is earlier.
(x) "Evaluation Access" has the meaning given in the Trial and Prototype Terms.
(y) "Export Control Laws" has the meaning given in the Sanctions and Export Compliance Policy.
(z) "Feedback" means any suggestion, comment, idea, correction, enhancement request, report of an error, evaluation, benchmark or other communication concerning the Service, provided by or on behalf of the Customer or any Tester, in any form.
(aa) "Fees" means all amounts payable by the Customer under the Agreement.
(bb) "Free Calculations" has the meaning given in the Subscription Terms.
(cc) "Incorporated Documents" means the Screening Results Terms, the Supplier Directory Terms, the Subscription Terms, the Trial and Prototype Terms, the Data Processing Addendum, the Sanctions and Export Compliance Policy, the Acceptable Use Policy (including the Intellectual Property Notice and the Copyright and Content Complaints Policy), the Sources Page, the Confidentiality Undertaking (in respect of a Tester who has signed or accepted it, and of the person for which that Tester acts) and any supplemental terms under Section 2.5, each as amended from time to time. The Data Protection Notices are not Incorporated Documents and have the status stated in Section 2.2.
(dd) "Input Data" means all values, names, parameters, selections, units and other data entered, selected or loaded into the Service by or on behalf of the Customer, including values read from a Loaded File.
(ee) "Intellectual Property Rights" means patents, rights in inventions, copyright and related rights, database rights (including the sui generis right in databases), trade marks, trade names, rights in get-up, rights in designs, rights in computer software, rights in confidential information and trade secrets, and all other intellectual property rights, in each case whether registered or unregistered, and all applications, renewals and extensions of them, in any part of the world.
(ff) "Justification" means a Document that sets out the technical and economic basis of a screening result, however titled.
(gg) "Loaded File" means any file, spreadsheet, export or other data set that the Customer opens in the Service in order to read Input Data from it.
(hh) "Non-Public Environment" means any working copy, staging, testing or pre-release instance of the Service, any administrative or operator interface, and any other environment of the Service that is not made generally available to the public, whether or not protected by a password.
(ii) "Operations" means any planning, design, engineering, procurement, contracting, drilling, completion, workover, intervention, stimulation, fracturing, acidising, sidetracking, installation, operation, injection, production, testing, plugging, abandonment or other activity relating to any well, wellbore, reservoir, field, facility, pipeline or equipment, and any investment, acquisition, divestment, financing, reserves, regulatory or commercial decision relating to any of them.
(jj) "Order" means the selection of a Plan, Add-On or other paid item completed through the Service's checkout, or any order form, quotation or other ordering document accepted by the Company, in each case including any renewal or amendment.
(kk) "Output" means any ranking, score, verdict, open or closed status, selection, size, specification, rating, cost band, estimate, economic figure, payback, chart, table, text, Document or other result displayed, generated or made available by the Service, whether from Input Data, from the Well Library or from default values.
(ll) "Personal Data" means any information relating to an identified or identifiable natural person that is protected as personal data or personal information under Applicable Law.
(mm) "Plan" means a paid subscription to the Service or to any part of it, as described in the Subscription Terms.
(nn) "Policies" means the Acceptable Use Policy, the Intellectual Property Notice, the Copyright and Content Complaints Policy, the Sanctions and Export Compliance Policy, the Data Protection Notices and any other policy or notice that the Company publishes on the Site and designates as applying to the Service.
(oo) "Privacy Policy" means the notice published by the Company on the Site describing the processing of Personal Data by the Company, as amended from time to time.
(pp) "Prototype" means the Service, or any part of it, while it is designated on the Site as a prototype, as a test, as free while being tested, or by any similar designation.
(qq) "Request for Quotation" means a Document, relating to one Well or to several Wells, by which the Customer puts to a Supplier the Customer's own questions, including as to price, lead time or proposal. A Request for Quotation is not a specification.
(rr) "Restricted Person" has the meaning given in the Sanctions and Export Compliance Policy.
(ss) "Sanctions" has the meaning given in the Sanctions and Export Compliance Policy.
(tt) "Saved Calculation" means the set of Input Data, Outputs and Document parameters that the Service stores under an Account when an Authorised User instructs it to do so by means of the save function, together with any subsequent amendment of that set.
(uu) "Service" means the online service made available by the Company at the Site and at any Non-Public Environment, including the Calculators, the Well Library, the Directories, the Documents, the Account functions, the Saved Calculation functions, the reading of Loaded Files, and all software, data, content, features and functionality made available through any of them, in each case as modified from time to time.
(vv) "Service Provider" means any third party engaged by the Company to host, operate, secure, support or deliver the Service or any part of it, including providers of hosting, electronic mail delivery and payment processing.
(ww) "Site" means the website at pallarium.com, its sub-domains and any successor or additional domain operated by the Company for the Service.
(xx) "Sources Page" means the page of the Site that identifies the sources of Third-Party Data and states the attributions and notices required by their publishers.
(yy) "Subscription Terms" means the subscription terms published by the Company on the Site, as amended from time to time.
(zz) "Supplier" means any manufacturer, packager, distributor, service company or other person identified in the Supplier Directory or to whom the Customer sends or intends to send a Document.
(aaa) "Supplier Directory" means the directory of Suppliers made available through the Service.
(bbb) "Technologies Directory" means the descriptions of technologies, methods and equipment made available through the Service.
(ccc) "Terms" means these Master Terms of Service.
(ddd) "Tester" means any individual who is given Evaluation Access, including at a demonstration, exhibition or trade show.
(eee) "Third-Party Data" means any data, information, criterion, equation, table, rate, price, index, description, name or mark originating from a person other than the Company or the Customer, including public authorities, regulators, publishers, standard-setting bodies, academic authors and companies, that is made available through the Service.
(fff) "Trial and Prototype Terms" means the trial and prototype terms published by the Company on the Site, as amended from time to time.
(ggg) "Service Data" means technical, diagnostic, operational and usage information generated by or relating to the operation and use of the Service, including server logs, counts, settings, performance data, fault records and records of the functions used, but excluding Customer Content and Account Records.
(hhh) "Version" means the identifier, printed at the head of these Terms and of each Incorporated Document and Policy, of the set of those documents published together, which is recorded against an Account upon acceptance.
(iii) "Well" means a well, a wellbore, a completion, a reservoir, a field or an entry of the Well Library, in respect of which the Service is used, whether identified by the Customer or selected from the Well Library.
(jjj) "Well Library" means the collection of representative field and basin entries, and the parameters associated with them, made available through the Service.
(kkk) "Data Processing Addendum" means the data processing addendum published by the Company on the Site, which governs the processing by the Company of Personal Data contained in Saved Calculations, as amended from time to time.
(lll) "Retention Schedule" means the retention schedule published by the Company on the Site, as amended from time to time.
(mmm) "Screening Results Terms" means the screening results terms published by the Company on the Site, as amended from time to time.
(nnn) "Supplier Directory Terms" means the supplier directory terms published by the Company on the Site, as amended from time to time.
(ooo) "Account Records" means, in relation to an Account, its Account Data, its Security Data and its Activity Records.
(ppp) "Business Day" means a day other than a Saturday, a Sunday or a public holiday in the State of Delaware.
(qqq) "Copyright and Content Complaints Policy" means the copyright and content complaints policy published by the Company on the Site, as amended from time to time.
(rrr) "Data Protection Notices" means the Privacy Policy, the Cookie Policy, the Retention Schedule and the Subprocessor List.
(sss) "Intellectual Property Notice" means the intellectual property notice published by the Company on the Site, as amended from time to time.
(ttt) "Minimum Liability Amount" means one hundred United States dollars (US$100).
(uuu) "Restricted Territory" has the meaning given in the Sanctions and Export Compliance Policy.
(vvv) "Sanctions and Export Compliance Policy" means the sanctions and export compliance policy published by the Company on the Site, as amended from time to time.
(www) "Security Data" means the records of sign-ins, sign-in codes, sessions, browsers, security events and security notices kept in respect of an Account or of an electronic mail address entered for sign-in, as described in the Privacy Policy.
(xxx) "Subprocessor List" means the list of subprocessors published by the Company on the Site, as amended from time to time.
(yyy) "Test Account" means any Account issued by or for the Company to a Tester for the purpose of a Demonstration or of Evaluation Access, including every Account whose electronic mail address is on a domain of the Company, together with every electronic mail address, mailbox and Access Credential associated with it.
(zzz) "Well Reference" means the identifier of a Well described by the Customer that is computed within the Customer's browser, by a one-way function, from the name, if any, given to the Well by the Customer and from such of its parameters as the Service designates as identifying the Well. The Company receives the Well Reference and not the name or the parameters from which it is computed, and does not derive or attempt to derive either of them from it.
(aaaa) "Demonstration" has the meaning given in the Trial and Prototype Terms.
(bbbb) "Evaluation Data" has the meaning given in the Trial and Prototype Terms.
1.2 Interpretation. In the Agreement: (a) headings are for convenience only and do not affect interpretation; (b) "including", "include" and similar words mean including without limitation; (c) the singular includes the plural and vice versa; (d) "person" includes any individual, company, partnership, trust, association, governmental authority or other entity; (e) "writing" and "written" include electronic mail and electronic records; (f) "days" means calendar days unless otherwise stated; (g) a reference to a statute or regulation is to it as amended, consolidated or replaced from time to time; (h) a reference to a Section is to a section of these Terms; (i) "sole discretion" means sole and absolute discretion; (j) any obligation not to do a thing includes an obligation not to permit or assist any other person to do it; and (k) no rule of construction applies to the disadvantage of a party on the ground that the party prepared the Agreement or any part of it.
2.1 Incorporation by reference. The Incorporated Documents are incorporated into and form part of the Agreement. The Screening Results Terms apply to every Output, Document and Saved Calculation. The Supplier Directory Terms apply to the Directories. The Data Processing Addendum applies to Personal Data contained in Customer Content, other than Customer Content stored under a Test Account. The Subscription Terms apply to every Plan, Order, Free Calculation and Fee. The Trial and Prototype Terms apply to the Prototype, to every Evaluation Access and to every Non-Public Environment. The Sanctions and Export Compliance Policy applies to every access to and use of the Service and to every dealing concerning it. The Acceptable Use Policy, including the Intellectual Property Notice and the Copyright and Content Complaints Policy, applies to every use of the Service. The Sources Page applies to all Third-Party Data. The Confidentiality Undertaking applies to each Tester who has signed or accepted it and to the person for which that Tester acts.
2.2 Data Protection Notices. The Privacy Policy and the Cookie Policy are notices. They create no contractual obligation, undertaking, representation or warranty of the Company, and prevail over the Agreement only as to the rights of data subjects under data protection law. The Retention Schedule and the Subprocessor List are notices of the same kind, save that the periods stated in the Retention Schedule apply where Sections 6.9 and 12.9 refer to them and the Subprocessor List applies where the Data Processing Addendum refers to it. The acceptance of these Terms is not, and shall not be construed as, consent to any processing of Personal Data or to the storage of or access to information on any device. Where the Company relies on consent, that consent is requested separately and may be refused or withdrawn without affecting the Customer's access to any part of the Service that does not depend on it. Nothing in the Agreement limits any right that a natural person holds under data protection law.
2.3 Order of precedence. In the event of conflict or inconsistency, the following order of precedence applies, in descending order:
(a) the Data Processing Addendum, including any standard contractual clauses incorporated into it, as to the processing of Personal Data contained in Customer Content;
(b) the Privacy Policy and the Cookie Policy, solely as to the rights of data subjects under data protection law;
(c) the Sanctions and Export Compliance Policy, as to Sanctions, Export Control Laws and every matter governed by it; where it and any other part of the Agreement, other than paragraphs (a) and (b), address the same matter, the provision that imposes the more extensive obligation on the Customer or confers the more extensive right or protection on the Company prevails;
(d) an Order, solely as to the Plan, quantities, price and billing period stated in it;
(e) the Subscription Terms, as to Fees, Free Calculations, the counting of Calculations, renewal, cancellation, refunds, payment and taxes;
(f) the Screening Results Terms, as to the nature of Outputs, reliance on Outputs, Documents, Saved Calculations and every liability, release and indemnity arising from any of them;
(g) the Supplier Directory Terms, as to the Directories and dealings with Suppliers;
(h) the Trial and Prototype Terms, as to the Prototype, Evaluation Access, Test Accounts, Demonstrations and Non-Public Environments;
(i) the Confidentiality Undertaking, as to the confidentiality obligations of a Tester, of the person for which that Tester acts and of the Company towards each of them;
(j) these Terms;
(k) the Acceptable Use Policy, including the Intellectual Property Notice and the Copyright and Content Complaints Policy, which rank with it;
(l) the Sources Page; and
(m) any other Policy.
Notwithstanding the foregoing: (i) Sections 34 to 37 prevail in respect of the resolution of disputes, save as provided in Section 35.9; (ii) the terms of a licence of Third-Party Data stated on the Sources Page prevail, as to that Third-Party Data only, to the extent that the licence prohibits the imposition of any restriction inconsistent with it; and (iii) no provision of any document ranked above these Terms increases any liability of any Company Party, or limits any disclaimer, exclusion, limitation, release or indemnity in favour of any Company Party, save to the extent that paragraph (a) or (b) so requires or that an Order signed by the Company expressly so provides by reference to this Section 2.3.
2.4 Cumulative protection. Each disclaimer, exclusion, limitation, release and indemnity in any part of the Agreement is in addition to, and does not limit, every other. Where two provisions of the Agreement confer protection on the Company Parties in respect of the same matter, each applies to the fullest extent of its terms. Every limit of liability stated in any Incorporated Document is subject to, counts towards and does not increase the limit in Section 27.2 or, where it applies, in the Trial and Prototype Terms.
2.5 Supplemental terms. The Company may make particular features, Calculators or programmes of the Service subject to supplemental terms presented at the point of access. Such supplemental terms form part of the Agreement in respect of the relevant feature.
2.6 Exclusion of other terms. No terms or conditions contained in or referenced by any purchase order, vendor registration, supplier portal, invoice instruction, procurement system, email signature or other document issued by or on behalf of the Customer form part of the Agreement, even if the Company acknowledges, accepts, signs or processes such document, and all such terms and conditions are rejected.
3.1 Means of acceptance. The Customer accepts these Terms and the Incorporated Documents, each in the Version then published, by any of the following acts: (a) ticking the acceptance box presented when an Account is opened or when an Authorised User signs in by means of a one-time code; (b) ticking the acceptance box presented at the checkout of an Order; (c) signing or accepting an Order, a Confidentiality Undertaking or any other document that refers to these Terms; or (d) running a Calculation, generating a Document or otherwise using any function of the Service without an Account, after a notice that such use constitutes acceptance of these Terms has been displayed, in which case the Version published on the day of such use applies.
3.2 Record of acceptance. Upon acceptance the Company records against the Account the Version accepted, and may record the date and time of acceptance and the means by which it was given. The Company's records of acceptance, of Versions and of the texts of each Version constitute conclusive evidence of the acceptance and of its terms, in the absence of manifest error. The Customer shall not contest the formation, validity or enforceability of the Agreement on the ground that it was concluded, accepted or recorded by electronic means.
3.3 New Versions. Upon the publication of a new Version, each Authorised User shall be required to accept the new Version at the next sign-in. Until the new Version is accepted, the Company may withhold access to the Account, to Saved Calculations and to any function that requires an Account. Section 31 governs the effect of a new Version.
3.4 Authority.
(a) Each individual who accepts these Terms on behalf of a legal entity represents and warrants that he or she is duly authorised to bind that entity, and that entity is the Customer.
(b) An individual who accepts these Terms using an electronic mail address on a domain of his or her employer or client, other than a domain of a provider of electronic mail services to the public or a domain of the Company, is presumed to act for that employer or client.
(c) An individual who uses a Test Account, or who accepts these Terms using an electronic mail address on a domain of a provider of electronic mail services to the public without identifying to the Company in writing the entity for which he or she acts, is personally bound by the Agreement as the Customer.
(d) An individual who lacks authority to bind the entity for which he or she purports to act is personally bound by the Agreement as the Customer and is liable for every breach of the representation in paragraph (a).
(e) An individual who is personally bound under paragraph (c) or (d) and who acts for an employer or client binds that employer or client to the extent of his or her authority, and the individual and that employer or client are then each bound as the Customer, jointly and severally.
(f) As to Personal Data contained in Customer Content stored under a Test Account, the Company acts as described in the Privacy Policy, and the Data Processing Addendum does not apply.
3.5 Business use. The Service is offered exclusively for use in the course of a trade, business or profession. The Customer represents and warrants that it accesses and uses the Service exclusively for such purposes and not as a consumer. Where any Applicable Law that cannot be excluded by agreement nevertheless confers on the Customer any right or remedy reserved to consumers, the Agreement shall be read so as to preserve that right or remedy to the minimum extent required by that law, and no further.
3.6 Age and capacity. Each Authorised User represents and warrants that he or she is at least eighteen years of age, or the age of majority in the jurisdiction in which he or she resides if higher, and has full legal capacity to enter into the Agreement.
3.7 Electronic contracting. The parties agree that the Agreement may be formed, accepted, amended and evidenced by electronic means, including by ticking a box, clicking a control or signing electronically, and that such acceptance has the same legal effect as a handwritten signature. The Customer consents to receive all agreements, notices, disclosures, receipts and other communications in electronic form and waives, to the extent permitted by Applicable Law, any requirement of an original signature or of delivery in non-electronic form.
3.8 Language. The Agreement is drawn up in the English language, and the parties have expressly required that it and all documents relating to it be drawn up in English. Any translation is provided for convenience only. In the event of any inconsistency, the English text prevails.
3.9 Operation before incorporation.
(a) Until Pallarium is incorporated, the Service is operated, and the Agreement, every Incorporated Document, every Policy, every Order and every Confidentiality Undertaking is entered into or issued, by its founder, its founder, acting in his own name and for the benefit of Pallarium, and every reference in any of them to the "Company" is a reference to him.
(b) Pallarium may adopt the Agreement at any time after its incorporation by notice to the Customer under Section 38.2. From the date of that notice, Pallarium is party to the Agreement as the Company in place of its founder, as if it had been so named from the Effective Date; every right and benefit of its founder under the Agreement, including every right in Feedback, Company Materials and Confidential Information, vests in Pallarium; and its founder is released from every obligation and liability under the Agreement, whether arising before or after that date, which Pallarium assumes.
(c) The Customer irrevocably consents in advance to the adoption, the vesting, the release and the assumption provided for in paragraph (b), and shall on request execute any document reasonably required to record them.
(d) From its incorporation until the adoption, Pallarium is an intended third-party beneficiary of the Agreement and may enforce every obligation of the Customer in its own name.
(e) Sections 24 to 28 apply to its founder in every capacity, before and after the adoption.
3.10 Access without acceptance. No person who has not accepted these Terms holds any licence to use the Service. A person who accesses the Site without having accepted these Terms does so under a revocable permission that is limited to viewing the pages of the Site and using its functions by means of a web browser operated by an individual in the ordinary course, for the purposes of the Service and not by any automated means, that is conditional upon compliance with Section 10, the Acceptable Use Policy and the Sanctions and Export Compliance Policy, and that terminates automatically upon any breach of any of them. Any access or use outside that permission, or after its termination, is unauthorised, and the Company may enforce against it every right that it holds, including its Intellectual Property Rights, independently of the Agreement.
4.1 Eligible persons. The Service may be accessed and used only by a person that (a) accepts the Agreement; (b) satisfies Section 3.5 and Section 3.6; (c) is not a Restricted Person; and (d) is not prohibited from receiving the Service by any Applicable Law.
4.2 Competitors. No Competitor, and no person acting on behalf of or for the benefit of a Competitor, may access or use the Service except with the Company's prior written consent. The Company may refuse, suspend or terminate the access of any person that it reasonably believes to be a Competitor.
4.3 Right to refuse. The Company may refuse to open an Account, to accept an Order or to provide the Service or any part of it to any person, in its sole discretion and without giving reasons, save as prohibited by Applicable Law.
4.4 Registration information. The Customer shall provide, and shall keep current, true, accurate and complete information concerning its identity, its legal name, its Authorised Users, their electronic mail addresses and any other information requested by the Company for the purposes of the Agreement, including for the purposes of Section 21.
5.1 Components. The Service comprises, as made available from time to time: (a) the Calculators; (b) the Well Library; (c) the Supplier Directory; (d) the Technologies Directory; (e) the generation of Documents; (f) the Account functions; (g) the Saved Calculation functions; (h) the reading of Loaded Files; and (i) the Sources Page and other informational pages of the Site.
5.2 Access without an Account. The Company may make parts of the Service available without an Account. The Company may at any time require an Account, an Order or the acceptance of any Incorporated Document as a condition of access to any part of the Service.
5.3 Loaded Files. The Service reads a Loaded File within the Customer's browser. The Loaded File is not transmitted to the Company. Input Data, including Input Data read from a Loaded File, is transmitted to and stored by the Company only where it forms part of a Saved Calculation, save for the Activity Records and Well References described in the Privacy Policy, which contain no value entered by the Customer and no name or value read from a Loaded File.
5.4 Saved Calculations. The Service stores a Saved Calculation under an Account only upon the instruction of an Authorised User given by means of the save function. A Saved Calculation comprises all Input Data of the relevant Well, the Outputs and the parameters from which the relevant Documents are generated. Section 12 applies to Saved Calculations.
5.5 Documents. Documents are generated within the Customer's browser. The Company does not undertake to store any Document, and the Customer is solely responsible for retaining the Documents that it downloads.
5.6 Prototype. While the Service or any part of it is a Prototype, the Trial and Prototype Terms apply to it in addition to these Terms.
5.7 Non-Public Environments. Access to a Non-Public Environment is restricted to persons expressly authorised by the Company in writing and is subject to the Trial and Prototype Terms. Any other access, and any access exceeding the authorisation given, is unauthorised and prohibited.
5.8 Service Providers. The Company may engage Service Providers to perform any part of the Service and may replace any Service Provider at any time. The Company remains responsible for the performance of its obligations under the Agreement subject to Sections 25 to 27.
5.9 Availability. The Company does not undertake that the Service will be available at any particular time or for any particular period. The Company may suspend the Service, in whole or in part, for maintenance, upgrade, repair, security or any other operational reason, with or without notice. No service level applies to the Service unless the Company agrees one in a written instrument signed by it.
5.10 Support. The Company may, but is not obliged to, respond to requests for assistance. Any assistance, explanation or answer given by or on behalf of the Company is given subject to Sections 7, 24 and 25 and creates no obligation, warranty or professional relationship.
6.1 Accounts. Each Account is personal to one individual Authorised User. An Account shall not be shared, transferred, pooled or used by more than one individual. No person may hold more than one Account, and no person may open an Account for the purpose of obtaining additional Free Calculations or of evading any limit, suspension or termination.
6.2 Sign-in. An Authorised User signs in by means of a one-time code sent to the electronic mail address of the Account or by means of a password, where one has been set. A one-time code shall be used only by the Authorised User to whom it is sent and shall not be forwarded, disclosed or entered on behalf of any other person.
6.3 Responsibility for Access Credentials. The Customer is responsible for maintaining the confidentiality and security of all Access Credentials, of the mailboxes to which one-time codes are sent and of the devices from which the Service is accessed. The Customer is responsible and liable for all acts and omissions occurring under its Accounts or by use of its Access Credentials, whether or not authorised by the Customer, except to the extent directly caused by a compromise of the Company's own systems attributable to the Company.
6.4 Notification. The Customer shall notify the Company without delay at hello@pallarium.com upon becoming aware of, or suspecting, any unauthorised access to an Account, any loss or disclosure of Access Credentials or any compromise of a mailbox to which one-time codes are sent, and shall take all steps reasonably required by the Company in consequence.
6.5 Security measures. The Company may record sign-ins and security events; send notices concerning sign-ins, Access Credentials and changes to an Account; limit, delay or refuse sign-in attempts and the issue of one-time codes; end sessions; require re-authentication or verification of identity; reset or disable Access Credentials; and take any other measure that it considers appropriate to protect the Service, any Account or any person. The Company is not liable for any loss arising from any such measure taken in good faith.
6.6 Service communications. The Customer consents to receive, at the electronic mail address of each Account, one-time codes, notices concerning security, Access Credentials, Versions, Orders, Fees and the Agreement, and other communications necessary for the provision of the Service. Such communications are part of the Service and cannot be declined while the Account exists.
6.7 Administrators. Where a Plan provides for more than one Authorised User, the Customer shall designate an administrator who is authorised to act for the Customer in all matters concerning the Plan, its Authorised Users and their Accounts. The Company may rely on any instruction given by the administrator.
6.8 Deletion by the Customer. An Authorised User may delete his or her Account at any time by means of the Account functions. Deletion is irreversible. Section 12.9 and Section 33 apply.
6.9 Inactive Accounts. The Company may close and delete any Account that has not been signed in to for the period stated in the Retention Schedule, subject to prior notice to the electronic mail address of the Account where the Privacy Policy or the Retention Schedule so provides.
7.1 Screening only. The Service is a screening tool. Every Output is a preliminary, indicative screening result produced by automated means from published criteria, empirical relationships, estimates of the Company, default values, Third-Party Data and Input Data. An Output identifies options for further evaluation. It does not determine any course of action.
7.2 No engineering services. No Output is an engineering design, an engineering specification, an engineering report, a calculation of record or an engineering opinion. The Company does not practise, offer or hold itself out as practising any profession of engineering, geoscience or surveying in any jurisdiction. No Output has been prepared, reviewed, approved, signed or sealed by any licensed professional. No professional relationship of any kind arises between the Company and the Customer or any other person by reason of the Agreement or of any Output.
7.3 No recommendation. No Output constitutes a recommendation, instruction, advice or invitation to carry out, refrain from, procure or finance any Operation, to select any method, equipment or Supplier, or to enter into any transaction. Every word, label, heading and description used in or with an Output, in any Document or on the Site, including "recommended", "ranked first", "selected", "best", "fits", "suitable", "viable", "sized", "size", "specification", "checked" and "verified", denotes only the relative position or status of an option under the automated screening criteria applied by the Service to the values used, as provided in the Screening Results Terms, and constitutes no recommendation, specification or representation. No Request for Quotation is a specification for procurement or construction.
7.4 No other advice. No Output and no content of the Service constitutes investment, financial, reserves, valuation, legal, tax, accounting, regulatory, insurance, health, safety, environmental or procurement advice.
7.5 Scope of the Calculators. Save to the extent that a Calculator expressly displays that it performs it, no Calculator performs reservoir simulation, nodal analysis, transient analysis, rod-string design, fracture-geometry modelling, wellbore stability or geomechanical analysis, casing, tubing or pressure-containment design, erosion or corrosion analysis, materials selection, well-control analysis, facilities design or any other analysis. Where a Calculator displays that it performs any such analysis, the analysis is a screening-level approximation subject to this Section 7. The absence of any analysis from an Output is a characteristic of the Service and not a defect.
7.6 Estimates. Every cost band, price, economic figure, payback, cost of ownership and other monetary Output is an order-of-magnitude estimate. No such figure is a quotation, a price offered by any Supplier, a budget or a forecast on which any person may rely.
7.7 Well Library. Each entry of the Well Library is a representative description of a field or basin compiled from Third-Party Data and from estimates of the Company. No entry is a measurement of, or represents the subsurface, the fluids, the completion or the condition of, any particular well.
7.8 Default values. Where the Customer does not supply a value, the Service may apply a default value. Every Output that depends on a default value depends on a value that was not supplied by the Customer and that does not describe any particular Well.
7.9 Input Data. Every Output depends on the Input Data, including the units in which it is stated. The Customer is solely responsible for the completeness, accuracy, currency and units of all Input Data, for the selection of any Well Library entry, and for the consequences of any error, omission or mis-statement in any of them.
7.10 Differences between Outputs. Outputs produced on different dates, from different Versions of the Service, from different Input Data or on different devices may differ. Each Document bears the date on which it was generated. The Company does not undertake that any Output will be reproduced or that any figure will remain unchanged.
7.11 Independent verification. Before any Output, or any information derived from an Output, is used in or in connection with any Operation, the Customer shall cause it to be independently reviewed, verified and, where Applicable Law so requires, prepared or approved by appropriately qualified and, where required, licensed professionals engaged by the Customer or by the operator of the relevant asset, in accordance with the operator's procedures, good oilfield practice and Applicable Law.
7.12 Opinion. Every Output reflects inferences drawn from criteria and relationships that are not infallible and on which competent specialists may differ. The Service is a supplement to, and not a substitute for, the knowledge, skill and judgement of the Customer and its professional advisers.
7.13 Prohibited reliance. The Service shall not be used as the sole or principal basis for any Operation, and shall not be used for any purpose in which a failure, error or delay of the Service could lead to death, personal injury, loss of well control, release of hydrocarbons or other substances, or damage to property or to the environment, including well control, pressure containment, real-time operational control, emergency response or life-safety functions.
7.14 Professional titles. The Customer shall not describe, present or attribute any Output as engineered by, designed by, certified by, or prepared under the responsible charge of, the Company or any Company Party, and shall not use the name of the Company or of the Service in any manner that states or implies that the Company practises engineering or any other licensed profession.
7.15 Descriptive content. The Technologies Directory, the answers to frequently asked questions, the descriptions of Calculators and all other descriptive content of the Site are general descriptions provided for information only. They form no part of any specification of the Service and give rise to no warranty or obligation.
7.16 Screening Results Terms. The Screening Results Terms apply to every Output, Document and Saved Calculation in addition to this Section 7 and Section 8.
8.1 Assumption of risk. The Customer assumes all risk arising from or in connection with its use of the Service, of any Output and of any Document, and from every Operation planned, procured, undertaken or omitted in whole or in part on the basis of or with the assistance of any of them.
8.2 Operator responsibility. As between the Company and the Customer, the selection, design, verification, procurement, installation, operation and abandonment of every method, intervention, item of equipment and Operation remain the sole responsibility of the Customer and of the operator of the relevant asset. The Company is not an operator, a contractor, a subcontractor, a service company, a consultant or a supplier of goods in respect of any Well or Operation, and renders no service at or in connection with any wellsite.
8.3 No duties beyond the Agreement. The Company owes to the Customer no duty, whether in contract, tort or otherwise, other than the obligations expressly stated in the Agreement, and owes no duty of any kind to any person who is not a party to the Agreement.
8.4 Third parties. The Customer shall not permit any person other than itself to rely on any Output or Document. Where the Customer provides any Output or Document to any person, including an operator, a co-venturer, a Supplier, a lender, an investor, a regulator or a client, the Customer does so at its own risk and shall ensure that such person is informed that the Output or Document is a screening result on which no reliance may be placed. Section 28 applies to any claim by such a person.
8.5 No obligation to re-perform. The Company has no obligation to re-drill, re-log, re-test, re-complete, re-stimulate, work over or otherwise re-perform any Operation, to recover any equipment, or to re-create, re-acquire or re-process any data.
9.1 Grant. Subject to the Customer's continuing compliance with the Agreement and to the payment of all Fees when due, the Company grants to the Customer, during the term of the Agreement, a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence for its Authorised Users to access and use the Service solely for the Customer's internal business purposes, within the scope, limits and quantities of the Customer's Plan or, where no Plan is in force, within the scope made available by the Company free of charge.
9.2 Authorised Users. The Customer is responsible for every Authorised User's compliance with the Agreement and is liable for every act and omission of every Authorised User as if it were its own.
9.3 Documents. Subject to the Customer's compliance with Section 10 and Section 21, the Company grants to the Customer a non-exclusive, non-transferable, worldwide, royalty-free licence to retain, reproduce internally and transmit each Document generated by the Customer through the Service, including a Document generated by the Service in respect of several Wells, (a) to its Affiliates, officers, employees and professional advisers; (b) to the operator of, and the co-venturers in, the relevant asset; and (c) to Suppliers for the purpose of obtaining a price or a proposal, in each case solely for the purpose of evaluating or procuring the goods and services described in it, in the form generated by the Service and with every legend it bears. Where the Document is generated in the course of Evaluation Access, the Trial and Prototype Terms and any Confidentiality Undertaking restrict this licence. This licence survives the termination of the Agreement unless revoked by the Company on notice for breach of Section 10, Section 21 or Section 22.
9.4 Outputs. Subject to Section 9.3, the Customer may use Outputs solely within its own organisation for its internal business purposes. The Customer shall not publish any Output, or make any Output available to any person, except as a Document transmitted in accordance with Section 9.3.
9.5 Reservation of rights. All rights not expressly granted in the Agreement are reserved to the Company and its licensors. No right, title or interest in any Company Materials passes to the Customer, and no licence is granted by implication, estoppel or otherwise.
10.1 The Customer shall not, and shall not permit, authorise or assist any Authorised User or other person to:
(a) use the Service or any Output otherwise than in accordance with the Agreement and Applicable Law;
(b) sell, resell, license, sublicense, rent, lease, lend, distribute, publish, syndicate, transfer or otherwise make available the Service, any Company Materials or any Output to any person, except as permitted by Section 9.3;
(c) use the Service to provide screening, evaluation, consulting, data or any other service to any third party on a service-bureau, time-sharing, outsourcing, white-label or similar basis, or charge any person a fee for access to or use of the Service or any Output;
(d) access or use the Service by means of any robot, spider, scraper, crawler, script, automated agent or other automated means, or by any artificial-intelligence system acting without the direct instruction of an Authorised User in each instance, except by means of an interface expressly provided by the Company for that purpose;
(e) extract, copy, download, compile, index, harvest, re-utilise or reconstitute, in whole or in substantial part, whether by one act or by repeated and systematic acts, the Well Library, the Directories or any other database or compilation comprised in the Service;
(f) use the Service, any Company Materials or any Output to create, train, fine-tune, ground, validate, benchmark or improve any machine-learning or artificial-intelligence model, embedding, vector index, knowledge base or synthetic data set, or input any of them into any artificial-intelligence system, tool or service, save for the Customer's internal preparation of its own work product by means of a system whose operator is not entitled, under the terms on which the Customer uses it, to use the submitted material for any of the foregoing purposes or to disclose it to any other person;
(g) use the Service, any Company Materials or any Output to develop, design, build, improve, benchmark or operate any product or service that competes with the Service, or disclose any of them to a Competitor;
(h) reverse engineer, decompile, disassemble, decrypt or otherwise attempt to derive the source code, algorithms, criteria, weights, envelopes, thresholds or other internal logic of the Service, including by systematic variation of Input Data for that purpose, except to the extent that Applicable Law expressly permits such activity notwithstanding a contractual prohibition;
(i) copy, modify, translate, adapt or create derivative works of the Service or of any Company Materials, except Documents as permitted by Section 9.3;
(j) remove, obscure or alter any notice of proprietary rights, attribution, version, date, disclaimer or other legend on or in the Service, any Output or any Document;
(k) represent any Output or Document as the work, opinion or recommendation of any person other than the Customer, or alter a Document and present it as generated by the Service;
(l) state or imply that any Supplier, publisher or other third party named in the Service endorses, sponsors, recommends or is affiliated with the Service or the Customer;
(m) probe, scan, test the vulnerability of, or breach or circumvent any security, authentication, rate-limiting, access-control or counting mechanism of, the Service, or access any Non-Public Environment, account, data or system without express written authorisation;
(n) interfere with, disrupt, overload or impose an unreasonable load on the Service or on the infrastructure of the Company or of any Service Provider, including by denial-of-service activity or by the automated requesting of one-time codes;
(o) introduce into the Service, or into any Loaded File, any virus, malware, malicious code, macro or other harmful component;
(p) circumvent or attempt to circumvent any limit on Free Calculations, Calculations, Authorised Users, Documents, Saved Calculations or other usage, including by opening multiple Accounts, by sharing Access Credentials, by misrepresenting the identity of any Well or by varying the name or identifying parameters of a Well, or any Well Reference, for that purpose;
(q) frame, mirror or embed any part of the Service in any other website, application or service;
(r) publish or disclose, without the Company's prior written consent, the results of any benchmark, comparison, test or evaluation of the Service, or any statement concerning the performance, accuracy or functionality of the Prototype;
(s) use the Service or any Output as a basis for, or in furtherance of, any agreement, understanding, concerted practice or exchange of information with any competitor of the Customer concerning prices, costs, bids, capacity, output, customers or other competitively sensitive matters;
(t) use the Service in violation of Sanctions or Export Control Laws, or for the benefit of any Restricted Person, or in breach of Section 21;
(u) enter into the Service any Personal Data that is not permitted by Section 13.3;
(v) enter into the Service any information that the Customer is not authorised to disclose, or any information classified as secret or controlled by any government, or any technical data the transfer of which to the Company requires a licence or other authorisation under Export Control Laws;
(w) use any Output in any filing with, or representation to, any governmental authority, regulator, securities exchange, lender or investor as a statement of fact, of reserves or of engineering opinion; or
(x) use the Service in any manner that infringes the rights of any person or breaches any obligation of confidentiality, licence or contract owed by the Customer to any person.
10.2 Acceptable Use Policy. The Customer shall comply with the Acceptable Use Policy. The restrictions in this Section 10 apply in addition to, and not in substitution for, the Acceptable Use Policy.
11.1 Monitoring. The Company may monitor, record and analyse the use of the Service, including Service Data and Account Records, for the purposes of operating, securing, supporting and improving the Service, counting Calculations and Free Calculations, detecting and preventing misuse, and verifying compliance with the Agreement, in each case, as to Personal Data, as described in the Privacy Policy.
11.2 Certification. Upon the Company's written request, the Customer shall certify in writing, by an authorised officer, that its use of the Service complies with the Agreement, and shall provide such information as the Company reasonably requests for that purpose.
11.3 Technical limits. The Company may impose and vary limits on the frequency of requests, the number and size of Saved Calculations, the number of Documents generated, the size of Loaded Files and any other use of the Service, and may throttle, queue or decline any request that exceeds such limits or that, in the Company's opinion, degrades the Service for others.
12.1 Ownership. As between the parties, the Customer retains all rights that it holds in the Customer Content. The Customer acquires no right in any Company Materials embodied in or associated with any Customer Content, Output or Saved Calculation.
12.2 Licence to the Company. The Customer grants to the Company and its Service Providers a worldwide, non-exclusive, royalty-free, fully paid-up licence, for the term of the Agreement and for any period of retention under Section 12.9, to host, store, copy, transmit, back up, restore, process, reformat and display Customer Content for the purposes of (a) providing and maintaining the Service, including counting Calculations and administering the Agreement; (b) providing support requested by the Customer or an Authorised User; (c) preventing, detecting, investigating and remedying security incidents, faults, fraud, abuse of the Service and breaches of the Agreement; (d) performing backups and restorations; (e) complying with Applicable Law and with any lawful request of a governmental authority; and (f) establishing, exercising or defending legal claims. The Company may grant sublicences to its Service Providers solely for those purposes. Where Customer Content contains Personal Data, the Data Processing Addendum governs its processing: the purposes in paragraphs (a), (b), (d) and, as to security incidents, faults and abuse of the Service, paragraph (c) constitute documented instructions of the Customer under the Data Processing Addendum; and the purposes in paragraph (c), as to fraud and breaches of the Agreement, and in paragraphs (e) and (f), including any screening under the Sanctions and Export Compliance Policy, are pursued as to that Personal Data only where the processing is required by law to which the Company is subject, or by the Company as controller on a legal basis available to it, as described in the Privacy Policy and the Data Processing Addendum.
12.3 Customer warranties. The Customer represents, warrants and undertakes, at the time of each submission of Customer Content and continuously thereafter, that:
(a) it owns, or holds all licences, consents, permissions and authorisations necessary to enter, load and save, the Customer Content and to grant the licence in Section 12.2, including from every operator, co-venturer, working-interest owner, client, employer, data vendor and other person having any right in or duty of confidentiality concerning any Well, field, reservoir or data;
(b) the entry, loading, saving and processing of the Customer Content in accordance with the Agreement does not and will not infringe any Intellectual Property Right, breach any obligation of confidentiality, any joint operating agreement, any data licence or any other contract, or contravene any Applicable Law, including any law restricting the transfer of geological, geophysical, subsoil or production data out of any country;
(c) the Customer Content contains no Personal Data except as permitted by Section 13.3;
(d) the Customer Content is not subject to any Export Control Law that restricts its transfer to the Company or its storage in the country in which the Company stores it; and
(e) the Customer Content contains no virus, malware or other harmful component.
12.4 No obligation to monitor. The Company has no obligation to monitor, review, verify or correct any Customer Content. The Company may, without liability, refuse to store, remove, disable access to or delete any Customer Content that it reasonably believes breaches the Agreement or Applicable Law, infringes the rights of any person, or exposes the Company to any liability.
12.5 Saved Calculations. The Customer is solely responsible for the decision to save any Calculation and for the content of every Saved Calculation. The Company does not warrant that any Saved Calculation will be retained, available, complete or uncorrupted, and does not undertake that any Saved Calculation will reproduce the Outputs that it produced when saved, including where the Service, the Well Library, any Third-Party Data or any Calculator has since changed.
12.6 Retention of copies by the Customer. The Customer shall maintain its own copies of all Input Data, Outputs and Documents that it wishes to retain. The Company has no liability for any loss, corruption, deletion or unavailability of any Customer Content, Saved Calculation or Account Records.
12.7 Aggregated Data and Service Data. As between the parties, the Company owns all Aggregated Data, Service Data and Account Records. The Company processes Service Data and Account Records that are Personal Data only as described in the Privacy Policy. The right to use, reproduce, disclose and exploit for any lawful purpose, during and after the term of the Agreement, applies to Aggregated Data only. The Company shall not publish or disclose Aggregated Data in a form that identifies the Customer, any Authorised User, any Well, any field or any operator.
12.8 Disclosure required by law. The Company may disclose Customer Content, Account Records and Service Data to the extent required by Applicable Law or by any court, regulator or other governmental authority of competent jurisdiction, and, where legally permitted and reasonably practicable, shall notify the Customer of such requirement.
12.9 Deletion and retrieval.
(a) Upon the deletion of an Account, the Company deletes the Saved Calculations and Account Records held under it, subject to (i) the retention periods stated in the Retention Schedule, including for backup copies, which are overwritten in the ordinary course; (ii) any retention required by Applicable Law; and (iii) any retention necessary for the establishment, exercise or defence of legal claims. Before deleting an Account, the Customer shall retrieve every Saved Calculation that it wishes to keep. The Company has no obligation to return, export or provide any Customer Content after the deletion of the Account under which it was held.
(b) Upon the end of a paid Plan, Saved Calculations remain available for retrieval by means of the Account functions for the period, and are thereafter deleted, as provided in the Subscription Terms and the Data Processing Addendum.
(c) Upon the termination of the Agreement by the Company, other than under Section 21, under Section 32.4 or under the Sanctions and Export Compliance Policy, Saved Calculations remain available for retrieval by means of the Account functions for 30 days after the termination takes effect, save to the extent that Applicable Law or Sanctions prohibit it, after which the Company may delete them.
(d) The retrieval of Saved Calculations by means of the Account functions constitutes the return of Customer Content for all purposes of the Agreement. The Company is not obliged to provide Customer Content in any other form or by any other means, save as the Data Processing Addendum requires as to Personal Data.
(e) The Trial and Prototype Terms govern the deletion of Evaluation Data, and the Sanctions and Export Compliance Policy governs data held by or for a Restricted Person.
12.10 Security. The Company implements technical and organisational measures that it considers appropriate to the Service. No system is secure against every threat, and the Company does not warrant that the Service, any Customer Content or any Account will be free from unauthorised access, loss or corruption. The Customer is responsible for the security of its own systems, devices, networks, browsers and mailboxes.
12.11 Location. The Company and its Service Providers may store and process Customer Content, Account Records and Service Data in any country in which they maintain facilities, as described in the Data Protection Notices and the Data Processing Addendum.
13.1 Privacy Policy. The Company processes Personal Data of Authorised Users and of visitors to the Site as described in the Privacy Policy and the Cookie Policy.
13.2 Authorised Users. The Customer shall ensure that each Authorised User has been informed of the Privacy Policy before using the Service on the Customer's behalf.
13.3 Personal Data in Customer Content. Customer Content shall contain no Personal Data other than that which the Data Processing Addendum permits, and no data of any kind that the Data Processing Addendum prohibits from being stored in the Service. The Customer is solely responsible for having a lawful basis for the disclosure of any Personal Data contained in Customer Content to the Company and for every notice, consent and authorisation that Applicable Law requires for it. The Data Processing Addendum governs the processing of Personal Data contained in Saved Calculations.
13.4 Data protection laws. Each party shall comply with the data protection laws applicable to it in connection with the Agreement.
14.1 Assignment. The Customer hereby irrevocably assigns to the Company, with full title guarantee and free of any encumbrance, all right, title and interest in and to all Feedback, including all Intellectual Property Rights in it, with effect from its creation.
14.2 Licence where assignment fails. To the extent that any Feedback or any right in it cannot be assigned, the Customer grants to the Company a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable and sublicensable licence to use, reproduce, modify, disclose, commercialise and otherwise exploit that Feedback for any purpose, and waives, and shall procure the waiver of, all moral rights in it.
14.3 No obligation. The Company is under no obligation to use, implement, acknowledge, attribute or compensate any Feedback. Feedback is not Confidential Information of the Customer, save that any Input Data concerning a particular Well that is disclosed together with Feedback remains subject to Section 18.
15.1 Ownership. The Company and its licensors own and retain all right, title and interest, including all Intellectual Property Rights, in and to the Company Materials, including every modification, improvement and derivative work of them, whether made by the Company, the Customer or any other person. To the extent that the Customer acquires any right in any Company Materials, the Customer hereby assigns that right to the Company.
15.2 Databases. The Well Library and the Directories are databases in which the Company has made a substantial investment in obtaining, verifying and presenting their contents. The Company claims all copyright and database rights that subsist in them.
15.3 Outputs. Every Output, other than the Customer Content embodied in it, forms part of the Company Materials. The Customer's rights in Outputs are limited to those granted in Section 9.
15.4 Marks. The name "Pallarium", the associated logos and the get-up of the Service are the property of the Company. The Customer acquires no right to use any of them, except to identify a Document as generated by the Service as permitted by Section 9.3.
15.5 No challenge. To the extent permitted by Applicable Law, the Customer shall not contest, or assist any person in contesting, the validity, subsistence or ownership of any Intellectual Property Right of the Company in the Company Materials.
16.1 Third-Party Data. The Service includes Third-Party Data. Third-Party Data is made available subject to the terms of its publishers, which apply to it in addition to the Agreement. The Sources Page identifies the sources of Third-Party Data and states every attribution and notice that their publishers require. Save where the terms of a publisher of Third-Party Data require it, the Company does not provide hyperlinks to websites of third parties. Every address of a website of a third party that appears in the Service, whether or not it is rendered as a hyperlink, is given solely to identify a source or to comply with the terms of its publisher. It constitutes no endorsement, and no Company Party is responsible for the content, availability, security or terms of any such website.
16.2 No responsibility. The Company does not warrant, and is not responsible for, the accuracy, completeness, currency, availability or lawfulness of any Third-Party Data. The Company may correct, replace, suspend or withdraw any Third-Party Data at any time, including where a publisher changes or withdraws its terms.
16.3 Values derived by the Company. Where the Service computes, converts or otherwise derives any value from Third-Party Data, the derived value is a value of the Company and is not a value published or endorsed by the publisher of the Third-Party Data.
16.4 No endorsement. No publisher of Third-Party Data endorses, sponsors or is affiliated with the Service, the Company or any Output.
16.5 Customer compliance. Where the Customer uses any Third-Party Data outside the Service, the Customer is solely responsible for complying with the terms of its publisher.
16.6 Public facts. The Company claims no ownership of any individual fact contained in any public record. Nothing in the Agreement restricts the Customer's use of information that it obtains independently of the Service from a public source.
16.7 Reference data available without charge. The Customer is informed that certain Third-Party Data incorporated in the Service, including the euro foreign exchange reference rates published by the European Central Bank, may be obtained from their publishers free of charge. Where the Service converts, combines or otherwise modifies any such Third-Party Data, the result is a value of the Company under Section 16.3. The Fees are charged for the Service and not for any Third-Party Data.
17.1 Supplier Directory Terms. The Supplier Directory Terms apply to the Directories and to all dealings with Suppliers in addition to this Section 17.
17.2 Content of the Supplier Directory. The Supplier Directory identifies Suppliers by name and by the categories of goods or services with which the Company associates them, and by such other classification as the Company may elect to display. The Company does not publish, and does not undertake to publish, any Supplier's contact details, website address, prices, capacity, qualifications, certifications, licences or offers.
17.3 No verification. The inclusion of a Supplier in the Supplier Directory is based on statements published by or concerning that Supplier. Any statement that a Supplier or a listing has been checked or verified refers only to a comparison of that listing with material publicly attributed to the Supplier, as described in the Supplier Directory Terms. The Company does not otherwise verify, and makes no representation concerning, any Supplier's existence, identity, ownership, capability, capacity, quality, safety record, financial standing, insurance, licences, sanctions status, compliance with Applicable Law, current presence in any region, or willingness to respond to any request.
17.4 No endorsement and no ranking. The inclusion, omission, order or presentation of any Supplier constitutes no endorsement, recommendation, certification, ranking or rating. The Company receives no payment for the inclusion or order of any Supplier.
17.5 Names and marks. The names, trade marks and trade names of Suppliers belong to their respective owners and are used solely to identify the Supplier concerned. The Company may add, amend or remove any entry at any time, including at the request of the Supplier concerned.
17.6 Requests for Quotation. A Request for Quotation is a Document that the Customer, and not the Company, decides to send, to whom, and when. The Company does not transmit any Document to any Supplier, does not receive any communication from any Supplier on the Customer's behalf, and is not a party to, agent for, broker of or guarantor of any communication, negotiation or transaction between the Customer and any Supplier.
17.7 Dealings with Suppliers. All dealings between the Customer and any Supplier, including pricing, contracting, payment, delivery, performance, warranties, liabilities and disputes, are solely between them. The Customer is solely responsible for its own due diligence on every Supplier, including as to identity, sanctions, export control, anti-corruption and licensing. To the fullest extent permitted by Applicable Law, the Customer releases the Company Parties from all claims, demands, losses and liabilities of every kind arising out of or connected with any dealings between the Customer and any Supplier.
18.1 Definition. "Confidential Information" means all information disclosed by or on behalf of a party (the "Discloser") to the other party (the "Recipient") in connection with the Agreement that is marked or identified as confidential or that a reasonable person would understand to be confidential from its nature or from the circumstances of its disclosure. The Confidential Information of the Company includes the Non-Public Environments; any feature, Calculator, data, text, price or plan not published on the Site; the Prototype to the extent not published; Access Credentials for Non-Public Environments; security information; the internal logic of the Service, including the algorithms, models, screening criteria, envelopes, weights, scores, thresholds and default values expressed in any code or data delivered to a browser for execution, whether or not they can be observed by examining that code or data; and the terms of any Order that are not published. The Confidential Information of the Customer includes its Saved Calculations and any other Customer Content transmitted to the Company.
18.2 Obligations. The Recipient shall (a) use the Discloser's Confidential Information solely to exercise its rights and perform its obligations under the Agreement; (b) protect it with at least the degree of care that it applies to its own confidential information of a like nature, and not less than reasonable care; and (c) not disclose it to any person other than its and its Affiliates' officers, employees, contractors, Service Providers, professional advisers, auditors, insurers, financing sources and prospective acquirers who need to know it for those purposes and who are bound by obligations of confidentiality no less protective than this Section 18. The Recipient is responsible for any breach of this Section by any person to whom it discloses.
18.3 Exclusions. This Section 18 does not apply to information that the Recipient can demonstrate by written records made at the time: (a) is or becomes generally available to the public other than by a breach of the Agreement; (b) was lawfully in the Recipient's possession without restriction before its disclosure by the Discloser; (c) is lawfully received from a third party without restriction and without breach of any obligation owed to the Discloser; or (d) is independently developed by or for the Recipient without use of or reference to the Discloser's Confidential Information. Information is not generally available to the public by reason only that it is delivered to a browser for execution under the Agreement or under the permission in Section 3.10, that it is displayed to persons who have accepted these Terms, or that it can be derived from Outputs. Aggregated Data, Service Data and Feedback are not Confidential Information of the Customer.
18.4 Compelled disclosure. The Recipient may disclose Confidential Information to the extent required by Applicable Law or by any court, regulator or governmental authority of competent jurisdiction, provided that, where legally permitted, it gives the Discloser prompt notice and discloses only the portion that is required.
18.5 Duration. The obligations in this Section 18 apply during the term of the Agreement and for three years after its termination, save that they apply (a) to trade secrets, for so long as they remain trade secrets under Applicable Law; and (b) to Saved Calculations, for so long as the Company holds them.
18.6 Return and destruction. Upon the Discloser's written request following the termination of the Agreement, the Recipient shall delete or return the Discloser's Confidential Information in its possession, save for (a) copies held in routine backup or archive systems, which remain subject to this Section until overwritten; (b) copies required to be retained by Applicable Law; and (c) Documents that the Customer is licensed to retain under Section 9.3.
18.7 Testers. Where a Tester has signed or accepted the Confidentiality Undertaking, the Confidentiality Undertaking governs the confidentiality obligations of that Tester and of the Company towards that Tester, and this Section 18 applies to them only to the extent that it is consistent with the Confidentiality Undertaking.
18.8 Protected disclosures. Nothing in the Agreement prohibits any individual from reporting a possible violation of law to any governmental authority, or from making any disclosure that is protected under any whistleblower provision of Applicable Law, including the immunity provided by 18 U.S.C. § 1833(b) for the confidential disclosure of a trade secret to a government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law.
18.9 Equitable relief. A breach of this Section 18, of Section 10 or of Section 15 may cause the non-breaching party irreparable harm for which damages would be an inadequate remedy. The non-breaching party is entitled to seek injunctive and other equitable relief in accordance with Section 35.4, without the necessity of proving actual damage and, to the extent permitted by Applicable Law, without posting any bond or other security, in addition to any other remedy.
19.1 Free access. For so long as the Site states that the Service, or any part of it, is provided free of charge, no Fee is payable for that part of the Service. The Company may at any time introduce Fees for any part of the Service with effect for the future, in accordance with the Subscription Terms. No Fee is charged retrospectively for any use made free of charge.
19.2 Free Calculations and Plans. Free Calculations, Plans, Orders, Fees, billing, automatic renewal, cancellation, refunds, price changes, taxes and the consequences of non-payment are governed by the Subscription Terms.
19.3 Indicative prices. Any price, plan, package or tier described on the Site before it is offered at checkout is indicative only, is not an offer capable of acceptance, and does not bind the Company to offer the Service or any part of it at that price or at all.
20.1 The Company shall not identify the Customer as a user of the Service in any advertising, publicity or promotional material without the Customer's prior written consent. This Section 20.1 does not restrict any disclosure under Section 12.8, Section 18.4 or the Sanctions and Export Compliance Policy.
20.2 The Customer shall make no public statement concerning the Company or the Service that states or implies any partnership, endorsement, certification or approval by the Company, without the Company's prior written consent.
21.1 Definitions. "Restricted Person", "Restricted Territory", "Sanctions", "Export Control Laws", "Prohibited End Use" and "Prohibited Project" have, in the Agreement, the meanings given in the Sanctions and Export Compliance Policy. A person is a Restricted Person whether or not it is named on any list and whether or not the Company has knowledge of that status.
21.2 Representations. The Customer represents and warrants, on the Effective Date and on each day on which it accesses the Service, that (a) neither the Customer nor any Authorised User nor any person for whose benefit the Service is used is a Restricted Person; (b) the Customer will not use the Service, any Output or any Document for the benefit of, or make any of them available to, any Restricted Person or any person in a Restricted Territory; (c) the Customer is not barred from receiving the Service under the laws of the United States, the European Union, the United Kingdom or any other jurisdiction applicable to it; and (d) the Customer will not use the Service in respect of any Well, field, licence area or facility situated in a Restricted Territory, or for any Prohibited End Use or Prohibited Project.
21.3 European Union restrictive measures. The Service is provided in whole or in part from within the European Union. The Customer acknowledges that Council Regulation (EU) No 833/2014, including Article 5n thereof, prohibits the provision, directly or indirectly, of the services listed in that Article to the Government of Russia and to legal persons, entities and bodies established in Russia, and that the Company provides no part of the Service to any such government, person, entity or body, whether or not the Service falls within any such category.
21.4 Export controls. The Customer shall not export, re-export, transfer, release or otherwise make available the Service, any Company Materials, any Output or any Document (a) to any Restricted Territory or any Restricted Person; (b) for any end use prohibited by Export Control Laws, including any military end use or any end use relating to nuclear, chemical or biological weapons or missile technology; or (c) otherwise in violation of Sanctions or Export Control Laws. The Company makes no representation as to the classification of the Service or of any Output under any Export Control Law.
21.5 Destinations of Documents. The Customer is solely responsible for determining whether it and any Supplier or other recipient of a Document may lawfully deal with each other, and whether any Well, field, operator or destination named in a Document is subject to Sanctions or Export Control Laws.
21.6 Screening and information. The Company may screen the Customer, its Authorised Users and any information provided by them against any list referred to in Section 21.1, and may at any time require the Customer to provide information concerning its identity, ownership, control, location and intended use of the Service. Pending the provision of such information to the Company's satisfaction, the Company may suspend the Service.
21.7 Suspension and termination. If any representation in Section 21.2 is or becomes untrue, or if the Company determines in its sole discretion that the provision of the Service to the Customer may expose any Company Party to any Sanctions, Export Control Law or risk of either, the Company may immediately and without notice suspend or terminate the Agreement and all access to the Service, without liability. No Fee shall be refunded where the refund is prohibited by Sanctions, and any amount payable to the Customer may be withheld for so long as Sanctions prohibit its payment.
21.8 Continuing obligation. The Customer shall notify the Company immediately if it or any Authorised User becomes a Restricted Person or becomes subject to any investigation or proceedings concerning Sanctions or Export Control Laws.
21.9 Sanctions and Export Compliance Policy. The Sanctions and Export Compliance Policy applies in addition to this Section 21, and Section 2.3(c) governs any conflict between them.
22.1 Anti-corruption. Neither party shall, in connection with the Agreement, offer, promise, give, request, agree to receive or accept any bribe, kickback or other improper payment or advantage, directly or indirectly, to or from any person, including any public official, in breach of any applicable anti-bribery or anti-corruption law.
22.2 Competition. The Customer shall not use the Service in any manner that would breach any applicable competition or antitrust law, including as described in Section 10.1(s).
22.3 Compliance with laws. The Customer shall comply with all Applicable Law in its access to and use of the Service, of every Output and of every Document, including laws governing the practice of engineering and other licensed professions, the conduct of Operations, the protection of the environment, health and safety, and the transfer of geological, geophysical and production data.
22.4 Permits. The Customer is solely responsible for obtaining every permit, licence, approval and consent required for any Operation.
23.1 The Customer represents, warrants and undertakes to the Company that: (a) it is duly organised, validly existing and in good standing under the laws of its jurisdiction of organisation, where it is a legal entity; (b) it has full power and authority to enter into and perform the Agreement, and the Agreement constitutes its valid and binding obligations; (c) its entry into and performance of the Agreement do not breach any obligation owed by it to any person; (d) it uses the Service exclusively for business purposes; (e) all information that it provides to the Company is true, accurate and complete; (f) it will comply with Sections 10, 12.3, 13, 21 and 22; and (g) it has made its own assessment of the suitability of the Service for its purposes.
24.1 The Customer acknowledges and agrees that, in entering into the Agreement, it has not relied on any statement, representation, warranty, assurance, forecast, demonstration or promise, whether written or oral, express or implied, made by or on behalf of any Company Party, other than those expressly set out in the Agreement. Without limitation, the Customer has not relied on any content of the Site, any description of a Calculator, the Technologies Directory, any answer to a frequently asked question, any indicative price, any brochure, leaflet, presentation, slide, video or other marketing material, any statement made at any exhibition, conference or demonstration, or any output of any Prototype.
24.2 The Customer waives, to the fullest extent permitted by Applicable Law, every claim, right and remedy that it might otherwise have in respect of any statement, representation or promise not expressly set out in the Agreement. Nothing in this Section 24 limits liability for fraud to the extent that such liability cannot be limited by Applicable Law.
25.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, THE PROTOTYPE, EVERY NON-PUBLIC ENVIRONMENT, THE CALCULATORS, THE WELL LIBRARY, THE DIRECTORIES, ALL THIRD-PARTY DATA, ALL OUTPUTS, ALL DOCUMENTS, ALL SAVED CALCULATIONS AND ALL OTHER COMPANY MATERIALS ARE PROVIDED "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS", AND THE COMPANY PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, CONDITIONS, REPRESENTATIONS AND GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, COMPLETENESS OR RESULTS, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.
25.2 WITHOUT LIMITING SECTION 25.1, THE COMPANY PARTIES DO NOT WARRANT OR REPRESENT THAT: (A) ANY OUTPUT IS ACCURATE, COMPLETE, CURRENT, RELIABLE, SUITABLE FOR ANY WELL OR FIT FOR ANY OPERATION; (B) ANY METHOD, EQUIPMENT, SIZE, SPECIFICATION OR SUPPLIER IDENTIFIED BY THE SERVICE IS AVAILABLE, APPROPRIATE, SAFE OR COMPATIBLE WITH ANY WELL, FLUID, COMPLETION, FACILITY OR REGULATORY REQUIREMENT; (C) ANY COST, PRICE, PRODUCTION, INCREMENT, PAYBACK OR OTHER ECONOMIC FIGURE WILL BE ACHIEVED OR APPROACHED; (D) ANY ENTRY OF THE WELL LIBRARY OR ANY THIRD-PARTY DATA IS ACCURATE OR REPRESENTS ANY PARTICULAR WELL; (E) ANY SUPPLIER EXISTS, OPERATES IN ANY REGION, IS LAWFULLY ABLE TO DEAL WITH THE CUSTOMER, OR WILL RESPOND TO ANY REQUEST; (F) THE SERVICE WILL MEET THE CUSTOMER'S REQUIREMENTS OR COMPLY WITH ANY LAW APPLICABLE TO THE CUSTOMER; (G) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS, OR COMPATIBLE WITH ANY BROWSER, DEVICE OR SYSTEM; (H) ANY LOADED FILE WILL BE READ CORRECTLY OR COMPLETELY, OR THAT ANY UNIT WILL BE INTERPRETED AS INTENDED; (I) ANY SAVED CALCULATION OR ANY ACCOUNT RECORDS WILL BE PRESERVED; OR (J) ANY ERROR OR DEFECT WILL BE CORRECTED.
25.3 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ANY COMPANY PARTY OR THROUGH THE SERVICE CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.
25.4 THE CUSTOMER ASSUMES ALL RISK OF ERRORS, OMISSIONS AND DEFECTS IN THE SERVICE, THE OUTPUTS AND THE DOCUMENTS. THE DISCLAIMERS IN THIS SECTION 25 APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. WHERE APPLICABLE LAW DOES NOT PERMIT THE EXCLUSION OF ANY WARRANTY, THAT WARRANTY IS LIMITED TO THE SHORTEST DURATION AND THE NARROWEST SCOPE PERMITTED BY THAT LAW.
26.1 If the Service, or any part of it, becomes or in the Company's opinion is likely to become the subject of any claim that it infringes the Intellectual Property Rights of any person, the Company may, at its option and expense: (a) procure the right for the Customer to continue using the affected part; (b) modify or replace the affected part; or (c) withdraw the affected part and, if the withdrawal materially reduces the functionality of a paid Plan, refund to the Customer the Fees prepaid for the unexpired part of the then-current billing period of that Plan.
26.2 THIS SECTION 26 STATES THE ENTIRE LIABILITY OF THE COMPANY PARTIES, AND THE SOLE AND EXCLUSIVE REMEDY OF THE CUSTOMER, IN RESPECT OF ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT. THE COMPANY GIVES NO INDEMNITY OF ANY KIND.
27.1 EXCLUSION OF CERTAIN LOSSES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ANY COMPANY PARTY BE LIABLE TO THE CUSTOMER OR TO ANY PERSON CLAIMING THROUGH THE CUSTOMER, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE TO THE EXTENT PERMITTED BY APPLICABLE LAW, AND MISREPRESENTATION), STRICT LIABILITY, BREACH OF STATUTORY DUTY, INDEMNITY OR OTHERWISE, FOR ANY:
(a) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES;
(b) LOSS OF PRODUCTION, DEFERRED PRODUCTION, LOSS OF OR DAMAGE TO RESERVES, LOSS OF HYDROCARBONS OR OF ANY OTHER PRODUCT, LOSS OF USE, LOSS OF PROFIT, REVENUE, CONTRACT, BUSINESS, OPPORTUNITY, ANTICIPATED SAVINGS OR GOODWILL, OR LOSS OF OR CORRUPTION TO DATA, IN EACH CASE WHETHER DIRECT OR INDIRECT;
(c) LOSS OF OR DAMAGE TO ANY WELL, WELLBORE OR HOLE, RESERVOIR OR UNDERGROUND DAMAGE, LOSS OF WELL CONTROL, BLOWOUT, CRATERING, FISHING, SIDETRACKING, REDRILLING, WORKOVER OR INTERVENTION, PLUG AND ABANDONMENT, RIG, VESSEL OR SPREAD TIME, STANDBY, OR THE COST OF CONTROLLING ANY WILD WELL;
(d) POLLUTION, CONTAMINATION, RELEASE OR DISCHARGE OF ANY SUBSTANCE, AND THE COST OF CONTROL, REMOVAL, CLEAN-UP OR REMEDIATION;
(e) LOSS OF OR DAMAGE TO ANY EQUIPMENT OR PROPERTY, INCLUDING EQUIPMENT LOST OR DAMAGED IN THE HOLE, AND THE COST OF ANY EQUIPMENT PROCURED IN RELIANCE ON ANY OUTPUT OR DOCUMENT;
(f) FINES, PENALTIES OR SANCTIONS IMPOSED BY ANY GOVERNMENTAL AUTHORITY, OR COSTS OF ANY REGULATORY PROCEEDING;
(g) COST OF PROCUREMENT OF SUBSTITUTE SERVICES, DATA OR ADVICE; OR
(h) LOSS ARISING FROM THE ACTS OR OMISSIONS OF ANY SUPPLIER, OPERATOR, CONTRACTOR OR OTHER THIRD PARTY, OR FROM ANY THIRD-PARTY DATA,
ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, THE SERVICE, ANY OUTPUT, ANY DOCUMENT, ANY SAVED CALCULATION OR ANY OPERATION, EVEN IF ANY COMPANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS AND EVEN IF SUCH LOSS WAS FORESEEABLE.
27.2 CAP. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE COMPANY PARTIES, TAKEN TOGETHER, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, THE SERVICE, ANY OUTPUT, ANY DOCUMENT, ANY SAVED CALCULATION AND ANY OPERATION, UNDER ANY THEORY OF LIABILITY, SHALL NOT EXCEED (A) THE FEES ACTUALLY PAID BY THE CUSTOMER TO THE COMPANY FOR THE SERVICE IN THE 12 MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY, LESS ANY AMOUNT PREVIOUSLY PAID BY THE COMPANY PARTIES IN SATISFACTION OF ANY LIABILITY; OR (B) WHERE NO FEE HAS BEEN PAID IN THAT PERIOD, THE MINIMUM LIABILITY AMOUNT. THE TRIAL AND PROTOTYPE TERMS STATE THE LIMIT THAT APPLIES TO THE PROTOTYPE, TO EVALUATION ACCESS AND TO NON-PUBLIC ENVIRONMENTS. EVERY LIMIT STATED IN ANY INCORPORATED DOCUMENT OR CONFIDENTIALITY UNDERTAKING COUNTS TOWARDS, AND DOES NOT INCREASE, THE LIMIT IN THIS SECTION 27.2.
27.3 Aggregation. The limit in Section 27.2 is an aggregate limit for all claims of the Customer and of all persons claiming through it, and is not increased by the number of claims, Accounts, Authorised Users, Wells, Calculations or Documents.
27.4 Liability that cannot be limited. Nothing in the Agreement excludes or limits any liability to the extent that it cannot be excluded or limited under Applicable Law, including, where Applicable Law so provides, liability for fraud or fraudulent misrepresentation, for wilful misconduct, for gross negligence, or for death or personal injury caused by negligence. Where Applicable Law permits a liability to be limited but not excluded, that liability is limited to the amount stated in Section 27.2 or, if greater, to the lowest amount permitted by Applicable Law. Where any exclusion or limitation in this Section 27 is held to be unenforceable in part, it shall apply to the fullest extent that is enforceable.
27.5 Basis of the bargain. The Customer acknowledges that the Fees, the provision of any part of the Service free of charge, and the Company's willingness to enter into the Agreement are determined by reference to, and in reliance on, the disclaimers, exclusions, limitations and indemnities in Sections 24 to 28, which constitute an essential basis of the bargain between the parties, allocate risk fairly between them, and apply notwithstanding any failure of the essential purpose of any limited remedy.
27.6 Company Parties. The disclaimers, exclusions and limitations in Sections 24 to 28 are made for the benefit of, and may be enforced by, every Company Party. No Company Party other than the Company shall have any personal liability to the Customer under or in connection with the Agreement.
27.7 Customer liability not limited. Nothing in this Section 27 limits the Customer's obligation to pay Fees, its obligations under Section 28, or its liability for any breach of Sections 10, 15, 18 or 21.
28.1 General indemnity. The Customer shall defend, indemnify and hold harmless each Company Party from and against all claims, demands, actions, proceedings, losses, damages, liabilities, fines, penalties, judgments, settlements, costs and expenses (including reasonable attorneys' and experts' fees) (together, "Losses") arising out of or in connection with:
(a) any use of the Service, any Output or any Document by or on behalf of the Customer or any Authorised User;
(b) any Operation, whether planned, procured, undertaken, omitted or financed, in whole or in part, on the basis of or with the assistance of any Output or Document;
(c) any Customer Content, including any claim that its entry, loading, saving or processing infringes any right of, or breaches any obligation owed to, any operator, co-venturer, client, employer, data vendor, regulator or other person;
(d) any reliance by any person other than the Customer on any Output or Document provided to that person by or through the Customer;
(e) any dealings between the Customer and any Supplier;
(f) any breach by the Customer or any Authorised User of the Agreement, of Applicable Law, of Sanctions or of Export Control Laws; and
(g) any act or omission of any Authorised User or of any person using the Customer's Access Credentials.
28.2 OPERATIONAL LOSSES REGARDLESS OF FAULT. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE INDEMNITY IN SECTION 28.1 EXTENDS TO ALL LOSSES ARISING FROM (A) RESERVOIR OR UNDERGROUND DAMAGE, INCLUDING LOSS OF OIL, GAS, OTHER MINERAL SUBSTANCES OR WATER; (B) LOSS OF OR DAMAGE TO ANY WELL, WELLBORE OR HOLE; (C) POLLUTION, CONTAMINATION OR THE RELEASE OR DISCHARGE OF ANY SUBSTANCE, INCLUDING THE COST OF CONTROL, REMOVAL AND CLEAN-UP; (D) BLOWOUT, CRATERING OR LOSS OF WELL CONTROL, INCLUDING THE COST OF CONTROLLING ANY WILD WELL; AND (E) PERSONAL INJURY, DEATH OR DAMAGE TO PROPERTY, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH ANY OPERATION, AND IN EACH CASE REGARDLESS OF WHETHER SUCH LOSSES ARE CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OF ANY COMPANY PARTY, OR BY ANY DEFECT IN THE SERVICE, ANY OUTPUT OR ANY DOCUMENT.
28.3 Statutory limits on indemnity. Where any statute of any jurisdiction that governs an indemnity in an agreement pertaining to a well for oil, gas or water, or to any other mineral operation, renders any part of Section 28.1 or Section 28.2 void or unenforceable, that part shall be limited to the maximum extent permitted by that statute and the remainder of this Section 28 shall continue in full force and effect.
28.4 Procedure. The Company shall notify the Customer of any claim for which it seeks indemnity, provided that a delay in notice relieves the Customer of its obligations only to the extent that the Customer is materially prejudiced by the delay. The Company may, at its election, (a) require the Customer to assume the defence of the claim with counsel approved by the Company, or (b) conduct the defence itself at the Customer's expense. The Customer shall not settle or compromise any claim in a manner that imposes any obligation or admission on any Company Party without the Company's prior written consent. The Customer shall provide all information and assistance reasonably requested by the Company, at the Customer's expense.
28.5 Independent obligation. The obligations in this Section 28 are independent of every other obligation of the Customer, are not limited by Section 27, and survive the termination of the Agreement.
29.1 The Company may at any time, in its sole discretion and with or without notice, modify, add, replace, restrict, suspend or discontinue any part of the Service, including any Calculator, criterion, default value, entry of the Well Library, entry of the Directories, item of Third-Party Data, Document format, Account function or Saved Calculation function.
29.2 A change to the Service is not a change to these Terms. Where the Company withdraws a Calculator that forms part of a paid Plan, the Subscription Terms govern the notice and the refund, if any. Subject to the Subscription Terms, no Company Party is liable to the Customer or to any person for any change to, or discontinuation of, the Service or any part of it.
30.1 The Company may suspend, restrict or disable, in whole or in part, the access of the Customer or any Authorised User to the Service, to any Account or to any Saved Calculation, immediately and without prior notice, where the Company reasonably believes that:
(a) the Customer or any Authorised User is in breach of the Agreement, including Sections 6, 10, 12.3, 13, 21 or 22, or of the Acceptable Use Policy;
(b) the use of the Service presents a threat to the security, integrity, availability or operation of the Service, of any Customer Content or of any person;
(c) suspension is required by Applicable Law, by Sanctions, or by any court, regulator or other governmental authority;
(d) any Access Credentials or any Account have been compromised or used fraudulently;
(e) any Fee is overdue, in accordance with the Subscription Terms; or
(f) the Customer is a Competitor or a Restricted Person, or has provided inaccurate registration information.
30.2 The Company shall notify the Customer of the suspension where reasonably practicable and legally permitted, and shall restore access once, in the Company's opinion, the cause of the suspension has been resolved. Fees continue to accrue during any suspension under Section 30.1(a), (e) or (f). No Company Party is liable for any Loss arising from a suspension made in good faith.
31.1 New Versions. The Company may amend these Terms and any Incorporated Document by publishing a new Version on the Site. Each new Version bears a new Version identifier.
31.2 Effect. A new Version takes effect (a) upon publication, for any person using the Service without an Account and for any Account opened after publication; and (b) for any existing Account, upon its acceptance at the next sign-in in accordance with Section 3.3. The Company may withhold access to the Account and to any function that requires an Account until the new Version is accepted.
31.3 Paid Plans. Where a new Version materially and adversely affects the rights of a Customer holding a paid Plan, the Company shall give not less than 30 days' notice of it by electronic mail to the address of the Account or of the administrator, and the Customer may cancel the Plan before the new Version takes effect in accordance with the Subscription Terms.
31.4 Immediate changes. A new Version made to comply with Applicable Law, to address a risk to the security or integrity of the Service or to reflect a change in Sanctions takes effect upon publication.
31.5 No other amendment. Save as provided in this Section 31, the Agreement may be amended only by a written instrument signed by duly authorised representatives of both parties that expressly refers to the Agreement.
32.1 Term. The Agreement commences on the Effective Date and continues until terminated in accordance with this Section 32.
32.2 Termination by the Customer. The Customer may terminate the Agreement at any time by deleting every Account held by it or its Authorised Users and cancelling every Plan in accordance with the Subscription Terms. Termination by the Customer does not entitle it to any refund, save as provided in the Subscription Terms.
32.3 Termination by the Company for convenience. The Company may terminate the Agreement, or any Account, for convenience (a) at any time and without notice, in respect of any part of the Service provided free of charge, any Prototype, any Evaluation Access and any Non-Public Environment; and (b) upon not less than 30 days' notice, in respect of a paid Plan, in which case the Company shall refund the Fees prepaid for the period after the termination takes effect.
32.4 Termination by the Company for cause. The Company may terminate the Agreement, or any Account, immediately by notice if (a) the Customer or any Authorised User breaches Sections 6.1, 10, 12.3, 13.3, 18, 21 or 22; (b) the Customer commits any other material breach that is incapable of remedy, or that is not remedied within 30 days after notice requiring its remedy; (c) any Fee remains unpaid after the period stated in the Subscription Terms; or (d) the Customer becomes insolvent, makes an assignment for the benefit of creditors, has a receiver, trustee, liquidator or similar officer appointed, becomes subject to any bankruptcy, reorganisation, liquidation or dissolution proceeding, or ceases to carry on business.
32.5 Termination by the Customer for cause. The Customer may terminate a paid Plan by notice if the Company commits a material breach of the Agreement and fails to remedy it within 30 days after receiving notice describing the breach in reasonable detail, in which case the Company shall refund the Fees prepaid for the period after the termination takes effect.
33.1 Upon the termination of the Agreement for any reason: (a) every licence and right granted to the Customer terminates, save as provided in Section 9.3; (b) the Customer and every Authorised User shall cease all access to and use of the Service, save for the retrieval of Saved Calculations under Section 12.9; (c) every Account of the Customer may be closed and its Saved Calculations and Account Records deleted in accordance with Section 12.9; (d) all Fees accrued or payable up to the date of termination become immediately due; and (e) where the Company terminates under Section 32.4, no Fee is refunded and all Fees for the remainder of any committed term of an Order become immediately due, to the extent permitted by Applicable Law.
33.2 Termination does not affect any right, remedy, obligation or liability of either party that has accrued before termination.
33.3 The following provisions survive the termination of the Agreement, together with every other provision that by its nature is intended to survive: Sections 1, 2, 3.2, 3.4, 3.9, 3.10, 7, 8, 9.3, 9.5, 10, 12.2 (for the period of retention), 12.4 to 12.9, 13.3, 14, 15, 16, 17.7, 18, 20, 21.7, 22, 24 to 28, 30.2, 33 and 34 to 49.
34.1 The Agreement, and every dispute, claim or controversy arising out of or in connection with it, its subject matter or its formation, including non-contractual disputes and claims, is governed by and construed in accordance with the laws of the State of Delaware, without regard to any conflict of laws rule that would result in the application of the laws of any other jurisdiction.
34.2 The Federal Arbitration Act, 9 U.S.C. § 1 et seq., governs the interpretation and enforcement of Sections 35 and 36. The United Nations Convention on Contracts for the International Sale of Goods and any law enacting the Uniform Computer Information Transactions Act do not apply to the Agreement.
35.1 Notice and negotiation. Before commencing any arbitration or court proceeding, a party shall give the other party written notice of the dispute, stating the name and electronic mail address of the claimant, the facts and the legal basis of the claim, and the relief sought. Notices to the Company shall be sent to hello@pallarium.com and to hello@pallarium.com. The parties shall attempt in good faith to resolve the dispute within 30 days after receipt of the notice. This Section 35.1 does not apply to a claim under Section 35.4.
35.2 Binding arbitration. Save as provided in Sections 35.3 and 35.4, every dispute, claim or controversy arising out of or in connection with the Agreement, the Service, any Output, any Document, any Saved Calculation or any Operation, including any question regarding the existence, formation, validity, interpretation, performance, breach, termination or enforceability of the Agreement or of this Section 35, shall be finally resolved by binding arbitration, as follows:
(a) where the Customer is organised, domiciled or ordinarily resident outside the United States, the arbitration shall be administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules;
(b) in every other case, the arbitration shall be administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, including, where they apply, its Expedited Procedures;
(c) the tribunal shall consist of one arbitrator;
(d) the seat, or legal place, of the arbitration shall be Wilmington, Delaware, United States of America; hearings may be held by video conference at the arbitrator's discretion;
(e) the language of the arbitration shall be English;
(f) where no claim exceeds the amount up to which the applicable rules provide for resolution on documents, the arbitration shall be resolved on written submissions without an oral hearing, unless the arbitrator determines that an oral hearing is necessary;
(g) the arbitrator shall apply the Agreement and the law stated in Section 34, has no power to award any damages or other relief excluded or limited by the Agreement, and has no power to modify any term of the Agreement;
(h) the award shall be in writing, shall state the reasons on which it is based, shall be final and binding on the parties, and may be entered and enforced in any court of competent jurisdiction; and
(i) the parties, their representatives and the arbitrator shall keep confidential the existence of the arbitration, all submissions, evidence and hearings, and the award, save to the extent that disclosure is required by Applicable Law, for the purpose of any proceeding to confirm, enforce or challenge the award or to obtain interim relief, or to a party's professional advisers, auditors and insurers.
35.3 Matters excluded from arbitration. Notwithstanding Section 35.2: (a) the Company may, at its election, bring any claim for Fees or other sums due under the Agreement in any court of competent jurisdiction; (b) either party may bring any claim concerning the infringement, misappropriation or validity of Intellectual Property Rights, or any breach of Section 10, 15 or 18, in the courts referred to in Section 35.5; and (c) either party may bring an individual claim in a small claims court of competent jurisdiction in the State of Delaware, for so long as the claim remains in that court and is pursued on an individual basis.
35.4 Interim and injunctive relief. Either party may at any time apply to any court of competent jurisdiction for temporary, preliminary or permanent injunctive relief, specific performance or other equitable or interim relief, including to prevent any actual or threatened breach of Section 10, 15, 18 or 21, without first complying with Section 35.1 and without thereby waiving the right to arbitrate. The Customer waives any requirement that the Company post a bond or other security in connection with such relief, to the extent that a court may give effect to that waiver.
35.5 Courts. Subject to Sections 35.2 to 35.4, the state and federal courts located in the State of Delaware have exclusive jurisdiction over any proceeding that is not subject to arbitration, over any proceeding under Section 36.1, and over any proceeding in aid of arbitration or to confirm, enforce, vacate or modify an award, save that the Company may bring proceedings under Section 35.3(a), Section 35.3(b) or Section 35.4 in the courts of any jurisdiction in which the Customer is organised, resides, holds assets or uses the Service. Each party irrevocably submits to the jurisdiction of those courts and waives any objection to venue in them, including any objection that they are an inconvenient forum.
35.6 Multiple filings. If twenty-five or more demands for arbitration asserting substantially similar claims against the Company are filed by or with the assistance of the same or coordinated counsel or other representatives, the Mass Arbitration Supplementary Rules of the American Arbitration Association shall apply to those demands, to the extent that they are available for the relevant category of dispute, and the demands shall otherwise be administered in batches in such manner as the administering institution determines.
35.7 Costs of arbitration. The administrative fees of the administering institution and the fees of the arbitrator shall be borne in accordance with the applicable rules, subject to any allocation by the arbitrator in the award. Section 46.2 applies to the costs of the arbitration.
35.8 Severability of this Section. If any part of this Section 35, other than Section 36.1, is held to be invalid or unenforceable, the remainder of this Section 35 continues in full force and effect.
35.9 Confidentiality Undertaking. Every dispute arising out of or in connection with a Confidentiality Undertaking, including every dispute that arises also under the Agreement out of the same facts, between the Company and a Tester, the person for which that Tester acts or any Customer that is party to or bound by that Confidentiality Undertaking, is resolved as a single proceeding exclusively in accordance with the dispute resolution provisions of that Confidentiality Undertaking, and the tribunal constituted under them has jurisdiction over every claim arising under the Agreement out of the same facts. Sections 36 and 37 apply to every such dispute to the fullest extent permitted by Applicable Law.
36.1 CLASS AND REPRESENTATIVE PROCEEDINGS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EVERY DISPUTE, CLAIM OR CONTROVERSY BETWEEN THE CUSTOMER AND ANY COMPANY PARTY SHALL BE BROUGHT AND RESOLVED ONLY ON AN INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF, CLAIMANT OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE PROCEEDING. NO ARBITRATOR MAY CONSOLIDATE THE CLAIMS OF MORE THAN ONE CUSTOMER, OR PRESIDE OVER ANY FORM OF CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING, WITHOUT THE COMPANY'S EXPRESS WRITTEN CONSENT. Only a court referred to in Section 35.5, and not an arbitrator, may determine the validity, scope or enforceability of this Section 36.1. If this Section 36.1 is held unenforceable in respect of any claim, that claim, and that claim only, shall be severed and heard by a court referred to in Section 35.5, and shall be stayed until the completion of every arbitration of individual claims between the same parties.
36.2 JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, THE SERVICE, ANY OUTPUT, ANY DOCUMENT OR ANY OPERATION.
37.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM OR CAUSE OF ACTION OF THE CUSTOMER ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, THE SERVICE, ANY OUTPUT, ANY DOCUMENT, ANY SAVED CALCULATION OR ANY OPERATION SHALL BE COMMENCED WITHIN 12 MONTHS AFTER THE DATE ON WHICH THE FACTS GIVING RISE TO IT FIRST OCCURRED, FAILING WHICH IT IS PERMANENTLY BARRED. Where Applicable Law requires the period to run from the date on which the claim accrues or on which the claimant knew or ought reasonably to have known of those facts, it runs from that date. Where Applicable Law does not permit a period of that length to be agreed, the shortest period permitted by Applicable Law applies. This Section 37 applies to every claim in respect of which any Incorporated Document states a period, and the period that expires first applies.
38.1 To the Company. Notices to the Company shall be given by electronic mail to hello@pallarium.com. Notices of breach, termination, indemnification or dispute shall in addition be sent by internationally recognised courier to Pallarium, hello@pallarium.com. Service of process on the Company may be effected on its registered agent at hello@pallarium.com.
38.2 To the Customer. The Company may give any notice to the Customer by electronic mail to the address of any Account of the Customer or of its administrator, by a notice displayed in the Service, or, for notices of general application, by publication on the Site.
38.3 Receipt. A notice sent by electronic mail is deemed received on the day on which it is sent, unless the sender receives an automated notification of non-delivery. A notice sent by courier is deemed received on delivery. A notice published on the Site or displayed in the Service is deemed received when first published or displayed.
38.4 Current addresses. The Customer is responsible for keeping the electronic mail address of each Account and of its administrator current and capable of receiving notices.
39.1 The Customer shall not assign, novate, transfer, delegate, charge or otherwise deal with the Agreement or any right or obligation under it, whether voluntarily, by operation of law, by merger, by change of control or otherwise, without the Company's prior written consent. Any purported dealing in breach of this Section 39.1 is void.
39.2 The Company may assign, novate or otherwise transfer the Agreement, or any right or obligation under it, without the Customer's consent, to any Affiliate, to any successor to all or part of its business or assets, to any acquirer, or in connection with any merger, reorganisation or financing, upon notice to the Customer. The Customer shall execute any document reasonably required to give effect to such transfer. The Company may subcontract the performance of any of its obligations.
39.3 The Customer shall notify the Company within thirty days of any change of control of the Customer. If control of the Customer passes to a Competitor or to a Restricted Person, the Company may terminate the Agreement immediately by notice.
39.4 The Agreement binds and benefits the parties and their respective permitted successors and assigns.
40.1 No Company Party is liable for any failure or delay in performance caused by any event or circumstance beyond its reasonable control, including act of God, fire, flood, earthquake, severe weather, epidemic, pandemic, war, hostilities, terrorism, civil unrest, sanctions, embargo, act or order of any governmental authority, change in Applicable Law, labour dispute, failure or interruption of any utility, power supply, telecommunications network or the internet, failure or interruption of any Service Provider, hosting provider, electronic mail provider or payment provider, denial-of-service attack, cyber attack, malicious code, or the withdrawal, suspension or change of any licence or terms governing any Third-Party Data.
40.2 The obligations of the Company affected by any such event are suspended for the duration of the event. A force majeure event does not excuse the Customer's obligation to pay Fees.
41.1 The parties are independent contractors. Nothing in the Agreement creates any partnership, joint venture, agency, franchise, fiduciary, employment or professional relationship between them. Neither party has authority to bind the other.
42.1 Save as provided in Sections 3.9, 17.7, 24 to 28 and 36, which may be enforced by each Company Party, no person other than the parties has any right to enforce or to benefit from any term of the Agreement.
43.1 The Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations, understandings and communications, whether written or oral, concerning that subject matter. Section 24 applies.
44.1 If any provision of the Agreement, or any part of a provision, is held by any court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part shall be modified to the minimum extent necessary to make it valid, legal and enforceable while giving the fullest possible effect to the intention of the parties, and, if it cannot be so modified, shall be severed; and the validity, legality and enforceability of the remaining provisions shall not be affected.
45.1 No failure or delay in exercising any right or remedy operates as a waiver of it. No single or partial exercise of any right or remedy precludes any further exercise of it or of any other right or remedy. No waiver is effective unless given in writing by the waiving party, and a waiver of any breach is not a waiver of any other or subsequent breach.
46.1 Cumulative remedies. Save as expressly provided in the Agreement, the rights and remedies of the Company under the Agreement are cumulative and are in addition to every right and remedy provided by law.
46.2 Costs. In any arbitration or court proceeding arising out of or in connection with the Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees, experts' fees, costs and expenses. The Customer shall reimburse the Company for all costs of collecting any sum due from the Customer, including reasonable attorneys' fees, collection agency fees and the fees of any payment provider.
47.1 The Company may set off any amount owed to it by the Customer against any amount payable by the Company to the Customer. The Customer shall pay all Fees in full without any set-off, counterclaim, deduction or withholding, save as required by Applicable Law.
48.1 The Service is a commercial product developed exclusively at private expense. Where the Customer is a governmental authority, or accesses the Service on behalf of one, the Service is provided as commercial computer software and commercial computer software documentation, with only those rights that are granted to all other customers under the Agreement. A governmental authority that is not permitted by its law to accept any provision of the Agreement shall notify the Company before accessing the Service, and such provision applies to the fullest extent permitted by that law.
49.1 The Agreement may be executed and accepted in any number of counterparts and by electronic means, each of which is an original and all of which together constitute one instrument.
49.2 Each party shall execute such further documents and do such further acts as the other party may reasonably require to give full effect to the Agreement.
49.3 Communications concerning these Terms: Pallarium, hello@pallarium.com.