Terms of Service

Introduction

Please read these Terms of Service ("Terms") carefully before using PetroBench. These Terms, together with our Privacy Policy, Cookie Policy, and Acceptable Use Policy, constitute the complete and exclusive agreement between you and PetroBench LLC ("PetroBench," "we," "us," or "our") regarding your access to and use of our websites, platform, applications, and related services (collectively, the "Services").

1. Acceptance of Terms

BY ACCESSING OR USING THE SERVICES IN ANY MANNER, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND ALL APPLICABLE LAWS AND REGULATIONS. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED TO ACCESS OR USE THE SERVICES.

If you are accessing or using the Services on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and "you" and "your" shall refer to both you individually and that entity. If you have entered into a separate written agreement with PetroBench for the provision of Services (such as an enterprise subscription agreement or master services agreement), the terms and conditions of that agreement shall control to the extent they conflict with these Terms.

2. Eligibility

You must be at least eighteen (18) years of age to access or use the Services. By accepting these Terms, you represent and warrant that you: (a) are at least eighteen (18) years of age; (b) have the legal capacity and authority to enter into a binding agreement; and (c) are not a person barred from receiving the Services under the laws of the United States or any other applicable jurisdiction.

3. Account Registration and Security

To access certain features of the Services, you must register for an account. By registering, you agree to:

• Provide accurate, current, and complete registration information
• Maintain and promptly update your account information to keep it accurate and complete
• Maintain the security and confidentiality of your login credentials and not share them with any third party
• Accept sole responsibility for all activities that occur under your account, whether or not authorized by you
• Notify PetroBench immediately at [email protected] upon becoming aware of any unauthorized use of your account or any other breach of security

PetroBench shall not be liable for any loss or damage arising from your failure to comply with the foregoing obligations. We reserve the right to suspend or terminate any user account at any time, in our sole discretion, with or without cause or notice, including if we reasonably believe you have violated these Terms.

4. Description of Services

PetroBench provides a cloud-based petroleum engineering platform for rod lift design, simulation, and analysis. The Services may include, without limitation, rod lift simulation and dynamics analysis, well data management, engineering calculators and analysis tools, multi-user collaboration features, API access, and related documentation and support. We reserve the right to modify, update, suspend, or discontinue any aspect of the Services at any time, with or without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Services.

5. Your Data

You retain all right, title, and interest in and to any data, content, or information you submit, upload, or transmit through the Services, including well data, simulation configurations, equipment specifications, engineering calculations, and generated reports (collectively, "Your Data"). PetroBench claims no ownership interest in Your Data. By using the Services, you grant PetroBench a limited, non-exclusive, royalty-free, non-transferable license to access, use, copy, and process Your Data solely as necessary to: (a) provide, operate, and maintain the Services; (b) improve platform performance and reliability; and (c) comply with applicable law. This license terminates upon deletion of Your Data from the Services.

5.1 Data Protection Commitments

PetroBench shall not:

• Sell, rent, lease, or trade Your Data to any third party
• Share, disclose, or make Your Data accessible to other PetroBench customers
• Use Your Data for any purpose not expressly authorized in these Terms
• Disclose Your Data except as described in our Privacy Policy or as required by applicable law

Upon termination of your account, we will delete Your Data within 30 days, except where retention is required by applicable law or regulation.

6. License to Use Services

Subject to your compliance with these Terms and payment of all applicable fees, PetroBench grants you a limited, personal, non-sublicensable, non-exclusive, non-transferable, revocable license to access and use the Services solely for your internal business purposes during the applicable subscription term. This license does not include any right to: (a) sublicense, resell, or distribute the Services; (b) modify or make derivative works of the Services; or (c) use the Services for the benefit of any third party without PetroBench's prior written consent.

7. Restrictions

You agree not to, and shall not permit any third party to, engage in any prohibited conduct as described in our Acceptable Use Policy. Without limiting the foregoing, you agree not to:

• Copy, reproduce, modify, adapt, translate, or create derivative works of the Services or any portion thereof
• Reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code, underlying algorithms, or structure of the Services
• Attempt to gain unauthorized access to the Services, other user accounts, or any related systems, servers, or networks
• Use the Services to transmit any malicious code, virus, worm, trojan horse, or other harmful material
• Use the Services in violation of any applicable law, regulation, or third-party right
• Resell, sublicense, lease, or otherwise make the Services available to any third party without prior written authorization
• Use any automated means, including bots, scrapers, spiders, or crawlers, to access or interact with the Services without authorization
• Remove, alter, or obscure any proprietary notices, labels, or markings on the Services
• Use the Services for competitive analysis, benchmarking, or to build a competing product or service

8. Intellectual Property

The Services, including all software, source code, object code, algorithms, user interfaces, text, graphics, logos, trademarks, trade dress, and documentation, are and shall remain the exclusive property of PetroBench and its licensors, protected by United States and international intellectual property laws, including copyright, trademark, patent, and trade secret laws. Nothing in these Terms shall be construed as granting you any right, title, or interest in or to the Services or any PetroBench intellectual property, except for the limited license expressly granted in Section 6.

9. Payment Terms

Certain Services require payment of fees. By subscribing to paid Services, you agree to the following:

• Billing: Fees are billed in advance on a recurring basis (monthly or annually) as specified in your subscription plan or order form.
• Payment Processing: All payments are processed by our third-party payment processor. PetroBench does not store, process, or have access to your payment card numbers.
• Automatic Renewal: Subscriptions shall automatically renew at the end of each billing period at the then-current rate unless you cancel prior to the renewal date.
• Price Changes: PetroBench may modify its fees upon thirty (30) days' prior written notice. Your continued use of the Services after the effective date of a fee change constitutes your acceptance of the updated fees.
• Taxes: You are solely responsible for all applicable taxes, duties, levies, and governmental charges associated with your subscription, excluding taxes based on PetroBench's net income.
• Refunds: All fees are non-refundable except as expressly set forth in your subscription agreement or as required by applicable law.
• Overdue Amounts: PetroBench may suspend or restrict access to the Services for accounts with balances overdue by more than fifteen (15) days after providing written notice.

10. Confidentiality

Each party acknowledges that it may receive or have access to non-public information of the other party that is designated as confidential or that, under the circumstances, a reasonable person would understand to be confidential ("Confidential Information"). Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as expressly permitted herein; and (c) use Confidential Information solely for the purpose of exercising its rights and fulfilling its obligations under these Terms.

Confidential Information shall not include information that: (a) is or becomes publicly available through no fault or breach by the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure without restriction on use or disclosure; (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (d) is rightfully obtained from a third party without restriction on use or disclosure.

11. Service Availability

PetroBench targets a monthly uptime of 99.5% for the Services, excluding scheduled maintenance windows and circumstances beyond our reasonable control. Scheduled maintenance will be communicated in advance when practicable. Notwithstanding the foregoing, PetroBench does not warrant or guarantee that the Services will be uninterrupted, error-free, completely secure, or free of viruses or other harmful components. The Services may be subject to limitations, delays, outages, and other problems inherent in the use of the Internet, electronic communications, and cloud-based platforms.

12. Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR QUIET ENJOYMENT. PETROBENCH DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.

THE SERVICES ARE INTENDED SOLELY AS ENGINEERING DECISION-SUPPORT TOOLS AND ARE NOT A SUBSTITUTE FOR THE INDEPENDENT PROFESSIONAL JUDGMENT OF A QUALIFIED PETROLEUM ENGINEER. SIMULATION RESULTS, ENGINEERING CALCULATIONS, AND OTHER OUTPUTS GENERATED BY THE SERVICES MAY NOT ACCOUNT FOR ALL FIELD CONDITIONS, EQUIPMENT VARIATIONS, DOWNHOLE UNCERTAINTIES, OR OPERATIONAL FACTORS. YOU ARE SOLELY RESPONSIBLE FOR INDEPENDENTLY VERIFYING ALL CALCULATIONS, SIMULATION RESULTS, AND ENGINEERING OUTPUTS THROUGH QUALIFIED PETROLEUM ENGINEERS BEFORE MAKING ANY OPERATIONAL DECISIONS, IMPLEMENTING ANY FIELD CHANGES, OR TAKING ANY ACTION BASED ON SUCH OUTPUTS. PETROBENCH EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR EQUIPMENT FAILURE, WELL DAMAGE, PRODUCTION LOSSES, ENVIRONMENTAL INCIDENTS, PERSONAL INJURY, PROPERTY DAMAGE, OR ANY OTHER DAMAGES OF ANY KIND ARISING FROM OR RELATED TO RELIANCE ON THE SERVICES WITHOUT INDEPENDENT PROFESSIONAL VERIFICATION.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PETROBENCH, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICES, OR ANY CONDUCT OR CONTENT OF ANY THIRD PARTY, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF PETROBENCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL PETROBENCH'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES EXCEED THE GREATER OF: (A) THE TOTAL AMOUNTS ACTUALLY PAID BY YOU TO PETROBENCH IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) FIVE HUNDRED DOLLARS ($500 USD).

THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND REGARDLESS OF WHETHER PETROBENCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

14. Indemnification

You agree to indemnify, defend, and hold harmless PetroBench and its affiliates, and their respective officers, directors, employees, agents, and licensors (collectively, the "Indemnified Parties") from and against any and all third-party claims, demands, suits, actions, liabilities, damages, judgments, losses, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or in connection with: (a) your access to or use of the Services; (b) Your Data or any content you submit through the Services; (c) your violation or alleged violation of these Terms; (d) your violation or alleged violation of any applicable law, regulation, or third-party right; or (e) any misrepresentation made by you.

PetroBench reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of such claims.

15. Term and Termination

These Terms are effective as of the date you first access or use the Services and shall remain in effect until terminated.

• Termination by You: You may terminate your account at any time through your account settings or by providing written notice to [email protected]. Termination does not entitle you to a refund of any prepaid fees.
• Termination by PetroBench: We may terminate or suspend your access to the Services immediately, without prior notice or liability, for any reason, including if we reasonably believe that: (a) you have violated these Terms or any applicable law; (b) your use poses a security risk to the Services or other users; or (c) continued provision of the Services to you is commercially impracticable.

Upon termination: (a) all rights and licenses granted to you under these Terms shall immediately terminate; (b) you shall immediately cease all use of the Services; (c) we will delete Your Data in accordance with Section 5; and (d) all provisions that by their nature should survive termination shall survive, including without limitation Sections 5, 8, 10, 12, 13, 14, and 16.

16. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles. Any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be resolved exclusively in the state or federal courts located in Harris County, Texas, and each party hereby irrevocably consents to the exclusive jurisdiction and venue of such courts.

17. Changes to Terms

We reserve the right to modify, amend, or update these Terms at any time in our sole discretion. If we make material changes, we will provide notice by email or by posting a prominent notice on the Services at least thirty (30) days prior to the effective date of such changes. Your continued use of the Services after the effective date of any modifications constitutes your binding acceptance of the updated Terms. If you do not agree to the modified Terms, you must immediately cease using the Services and terminate your account.

18. General Provisions

• Entire Agreement: These Terms, together with the Privacy Policy, Cookie Policy, Acceptable Use Policy, and any separate written agreement between you and PetroBench, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior or contemporaneous agreements, representations, and understandings.
• Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
• Waiver: The failure of PetroBench to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of PetroBench.
• Assignment: You may not assign, transfer, or delegate these Terms or any rights or obligations hereunder without PetroBench's prior written consent. PetroBench may freely assign its rights and obligations under these Terms without restriction or notification.
• Force Majeure: PetroBench shall not be liable for any failure or delay in performance resulting from causes beyond our reasonable control, including but not limited to acts of God, natural disasters, epidemics, government actions, power or Internet failures, or third-party service disruptions.
• Independent Contractors: The relationship between you and PetroBench is that of independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship.

19. Data Security

PetroBench implements and maintains commercially reasonable administrative, physical, and technical safeguards designed to protect Your Data against unauthorized access, use, alteration, disclosure, or destruction. These safeguards include: (a) encryption of Your Data in transit and at rest using industry-standard encryption; (b) access controls that limit access to Your Data to authorized personnel with a legitimate need; (c) authentication controls governing access to the Services; and (d) periodic review of our security practices. We maintain an information security program in general conformance with recognized industry standards and may update specific safeguards from time to time, provided that the overall level of protection is not materially reduced.

If we become aware of a confirmed security incident involving unauthorized access to, or unlawful destruction, loss, alteration, or disclosure of, Your Data, we will notify you without undue delay, and where required by applicable law, within the timeframe required by that law. The notification will describe, to the extent known, the nature of the incident, the categories of data affected, the measures taken or proposed, and a contact point for further information. We will take reasonable steps to mitigate and remediate the incident.

20. Data Protection and Privacy

To the extent PetroBench processes personal data contained in Your Data on your behalf, we do so only to provide the Services and in accordance with your reasonable instructions and applicable data protection laws, including, where applicable, the EU General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA). As between the parties, you are the controller and PetroBench is the processor of such personal data. On request, we will make available a Data Processing Addendum, which, once executed, forms part of these Terms and governs the processing of personal data.

PetroBench stores and processes Your Data exclusively in the United States, and does not transfer, store, or process Your Data outside the United States. Our collection and use of personal information is further described in our Privacy Policy.

21. Higher-Tier Availability

The 99.5% monthly uptime target stated in the "Service Availability" section is the default for standard plans. Enterprise, Enterprise Global, and applicable support-upgrade tiers carry higher availability targets, up to 99.9% or 99.95%, as set out in your subscription plan, order form, or applicable service level agreement, which control to the extent they provide for a higher target.

22. Beta and Trial Features

We may offer features or services identified as beta, trial, evaluation, pre-release, or free ("Beta Features"). Beta Features are provided "as is" and "as available," without any warranty, indemnity, availability commitment, or support obligation, and are excluded from our service availability commitment in the "Service Availability" section. We may modify or discontinue any Beta Feature at any time without notice or liability. Your use of Beta Features is voluntary and at your sole risk.

23. Usage Limits and Overages

Your subscription may include usage limits, such as the number of authorized users, wells, simulation runs, or API calls, as set out in your subscription plan or order form. We may monitor your usage against those limits. If you exceed an applicable limit, we may, at our option, invoice you for the excess usage at our then-current rates or require you to upgrade to a subscription tier appropriate to your actual usage.

24. Optional Features and Add-Ons

Certain features, modules, and packages, including single sign-on (SSO) and other identity and authentication options, additional integrations, expanded usage capacity, and premium support, are not included in the base subscription and are available only as optional add-ons for an additional fee. The features and packages included in your subscription are those identified in your subscription plan or order form. PetroBench may offer, change, or discontinue optional add-ons, and their availability and pricing, at its discretion.

25. Feedback

If you provide PetroBench with suggestions, comments, ideas, or other feedback relating to the Services ("Feedback"), you grant PetroBench a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive license to use, reproduce, modify, and incorporate the Feedback into the Services and any other PetroBench product or service, without any obligation, attribution, or compensation to you. We will not identify you as the source of Feedback without your consent.

26. Third-Party and Open-Source Components

The Services may include third-party or open-source software components, which are provided subject to their own license terms. To the extent those terms conflict with these Terms with respect to a given component, the third-party or open-source license terms govern solely as to that component. PetroBench's warranties under these Terms do not extend to third-party or open-source components except to the extent we have the right to, and do, pass through equivalent rights from the relevant third party.

27. Additional Disclaimers

The disclaimers in this section are in addition to, and do not limit, the "Disclaimer of Warranties" section.

PETROBENCH DOES NOT REPRESENT, WARRANT, OR GUARANTEE ANY PRODUCTION RATE, RECOVERY FACTOR, RESERVE VOLUME, RUN LIFE, ENERGY SAVINGS, COST REDUCTION, FAILURE-RATE REDUCTION, OR ANY OTHER OPERATIONAL, ECONOMIC, OR FIELD OUTCOME RESULTING FROM YOUR USE OF THE SERVICES. ANY PROJECTIONS, ESTIMATES, OPTIMIZATIONS, OR RECOMMENDATIONS PRODUCED BY THE SERVICES ARE ILLUSTRATIVE ONLY AND ARE MODELED ESTIMATES, NOT MEASUREMENTS OF ACTUAL CONDITIONS; ACTUAL RESULTS MAY DIFFER MATERIALLY.

The Services operate on data supplied by you, your users, and third-party sources. PetroBench does not verify or warrant the accuracy, completeness, or reliability of any such data, including any equipment catalog, reference table, or third-party data set made available through the Services, and is not responsible for any output that results from inaccurate, incomplete, or outdated input or third-party data. You are solely responsible for your compliance with all laws, regulations, permits, and orders applicable to your operations, including those administered by the Railroad Commission of Texas, the U.S. Environmental Protection Agency, and the Occupational Safety and Health Administration; the Services are not designed or certified to ensure regulatory compliance, and no output constitutes regulatory advice or satisfies any regulatory, permitting, or reporting obligation.

28. Exceptions to the Limitation of Liability

The cap set forth in the "Limitation of Liability" section does not apply to: (a) your breach of the "License to Use Services" or "Restrictions" sections, or your infringement or misappropriation of PetroBench's intellectual property; (b) your payment obligations; (c) your indemnification obligations under the "Indemnification" or "Operational Indemnity" sections; or (d) either party's fraud or any liability that cannot be excluded or limited under applicable law. The exclusion of indirect, incidental, special, consequential, exemplary, and punitive damages set forth in the "Limitation of Liability" section continues to apply to the fullest extent permitted by law.

Notwithstanding the foregoing, each party's total cumulative liability for breach of its confidentiality obligations, and PetroBench's liability for breach of its obligations under the "Your Data" or "Data Security" sections, shall not exceed the greater of: (a) two (2) times the total amounts you paid to PetroBench in the twelve (12) months preceding the event giving rise to the claim; or (b) fifty thousand dollars ($50,000 USD), except in the case of fraud or liability that cannot be limited under applicable law.

29. Operational Indemnity

In addition to your obligations under the "Indemnification" section, you agree to indemnify, defend, and hold harmless the Indemnified Parties from and against any third-party claim, loss, liability, damage, cost, or expense (including reasonable attorneys' fees) arising out of or relating to your operations, wells, equipment, or field activities, or any operational, regulatory, or business decision you make in reliance on any output of the Services. This section does not apply to claims for which PetroBench is obligated to indemnify you, if any.

30. Export Control and Sanctions

The Services and any related technical data are subject to U.S. export control and economic sanctions laws, including the Export Administration Regulations and the regulations administered by the U.S. Treasury Office of Foreign Assets Control (OFAC). You represent and warrant that you and your authorized users are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions, and are not identified on any U.S. government restricted-party or sanctions list. You agree not to access, use, export, re-export, or transfer the Services in violation of these laws, and to indemnify PetroBench against any liability arising from your breach of this section.

31. Anti-Corruption

Each party represents and covenants that, in connection with these Terms, it has not and will not, directly or indirectly, offer, promise, pay, or authorize the giving of anything of value to any government official or other person in violation of the U.S. Foreign Corrupt Practices Act or any other applicable anti-corruption or anti-bribery law.

32. U.S. Government End Users

The Services are "commercial computer software" and "commercial computer software documentation" as those terms are used in 48 C.F.R. 12.212 and 48 C.F.R. 227.7202. If you are an agency or instrumentality of the U.S. Government, or are acquiring the Services on its behalf, you receive only those rights granted to all other customers under these Terms, consistent with those regulations. No other rights are granted.

33. Electronic Acceptance and Records

You agree that accepting these Terms by clicking "I Accept," "Sign Up," or a similar control, or by accessing or using the Services, constitutes a valid and binding electronic signature under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Texas Uniform Electronic Transactions Act. The parties consent to transact electronically, and our records of your acceptance constitute evidence of these Terms and your acceptance, absent manifest error.