Well IQ (SAAS) Terms and Conditions

1. Membership Agreement 

This agreement entitles Member to use the Service.  Member agrees not to assign, transfer, resell or sublicense Member rights as a Member.  Member agrees to contact the Company immediately upon the occurrence of any change in the status of Member account (e.g., change in individuals authorized to use Member account) for the purpose of updating Member account information.  All information provided constitutes trade secrets of the Company.   

2.  Term of Agreement 

The initial term of this Agreement is 24 months unless otherwise defined. After the initial term, the agreement will automatically renew on a yearly basis at the then current price, unless either party gives the other written notice of not less than 30 (thirty) days or other terms of extension have been agreed upon by both parties.   

3. Termination and Surviving Obligations 

Either party may terminate this Agreement at any time without cause by providing the other party with no less than thirty (30) days written notice of such termination. In the event of termination by Member, Member must notify Company in writing.  If notification is by e-mail, acknowledgement by Company is required to constitute effective notice. 

Member expressly agree that upon termination of this Agreement:  

(i) Company is authorized to delete any files, programs, data, and email messages associated with such account.  

(ii) In the event of early termination by Member, Member will pay Company any remaining fees of the 24-month term agreement, within 30 days of termination. This provision and any other provision that by its nature should survive shall survive the termination or expiration of this Agreement. 

4. Payment Terms 

Member agrees to be responsible for any and all charges, damages and costs that Member or anyone using Member account incurs. Member agree to pay all recurring fees and installation charges including, but not limited to, applicable taxes, Member service fees and late fees. Yearly fees will be billed one month in advance, term net 30 days. If payment is not received by the due date, late fee of 5% of the yearly fee and/or collection charges may be assessed, and the Service may be terminated.  Member be required to pay a reconnect fee and/or a security deposit in addition to all past due charges before the Service is reconnected. 

5. Software License 

Company grants to Member a limited, nonexclusive, nontransferable, and non-assignable license to install and use Company's software to access and use the service. Company may modify the Licensed Software at any time, for any reason, and without providing notice of such modification to Member. The Software constitutes confidential and proprietary information of Company and contains trade secrets and intellectual property protected under United States and State laws.  Member shall not translate, decompile, reverse engineer, distribute, remarket, or otherwise dispose of the Software. Member's right to use the Licensed Software terminates upon termination of this Agreement. 

6. Equipment Requirements 

Without written consent from Company, Member will not alter, adjust, add to, disturb, move or interfere with any Company owned equipment located on premises or connect the equipment to any outlet other than the outlet to which the equipment was initially connected by the Company installer. Company may relocate the equipment for Member at Member request for an additional charge. 

7. Installation 

Member authorizes Company personnel and/or its agents to enter Member premises at mutually agreed upon times in order to install, maintain, inspect, repair and remove the Member. If Member is not the owner of the premises upon which the Service is to be installed, Member represents and warrants that Member has obtained the consent of the owner of the premises for Company personnel and/or its agents to enter the premises for the purposes described above. Member shall indemnify and hold Company harmless from and against any claims of the owner of the premises arising out of the performance of this Agreement.  If a service call from the Company for the Member to repair equipment results in the discovery that Member operating error resulted in the damage to that equipment, then Member will be charged for both the equipment and the service call.  

8.   Cellular/Satellite uplink Trouble.  

If Cellular/Satellite modem trouble is detected by Company, Company shall contact the Cellular/Satellite Company and request that it determine the location of the trouble so it may be traced to a specific client. When such determination is made, Company will make a reasonable effort to notify the Member or its designated representative.  The provider of Cellular/Satellite services is not the agent of Company and Company shall not be liable for the Cellular/Satellite company's negligence or delay in performance. 

9. Disclaimer of Warranties and Limitation of Liability 

Member's sole and exclusive remedies under this Agreement are as expressly set forth herein.  The Member shall be entitled to all warranties expressly provided by third parties, such as, by way of example, electricians, manufacturers, and equipment installers. Batteries are not covered under warranty.  

10. Indemnifications 

Except for the negligence of the Company, the Member has sole responsibility for and indemnifies and holds harmless the Company for any damage or any injury to any person or personal property on the Member's property.  The Member cannot hold Company liable even in the event Company's system fails to perform.  

11. Damage to and Encumbrances on Equipment, Computer, Software 

The PetroConnect RTU equipment remains the property of Company. Member may not sell, transfer, lease, encumber or assign all or part of the PetroConnect RTU equipment to any third party. Member agrees to pay the full retail cost for the repair or replacement of any lost, stolen, unreturned, damaged, sold, transferred, leased, encumbered or assigned PetroConnect RTU or part thereof, together with any costs incurred by Company in obtaining or attempting to obtain possession of any such equipment.  Company may, at its option, install new or reconditioned equipment, including swapping Member's existing equipment for Company-compliant equipment, for which Member may incur a fee.  

12. Governing Law and Jurisdiction 

This Agreement is governed by the laws of the State of Kansas and applicable federal law. All court proceedings and arbitration shall be exclusively held in the county & state of Company's home office; Wichita, Sedgwick County, Kansas. 

13. Miscellaneous 

This Agreement constitutes the entire agreement and understanding between the parties with respect to its subject matter and supersedes and replaces any and all prior written or oral agreements and may not be modified except in writing signed by all parties. In the event that any portion of this Agreement is held to be unenforceable, the unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties and the remainder of its provisions shall remain in full force and effect.  The Member may not assign this agreement without the express written consent of the Company.  In the event of any litigation between the parties, the losing party shall pay the fees and expenses of the prevailing party, including reasonable attorney's fees 

14. Aggregate Information 

Company may collect aggregate information for a variety of purposes. Company may use this aggregate information for any purpose at the discretion of the Company.    

Entire Agreement: This Agreement, any applicable tariffs and other agreements specifically referenced herein constitute the entire agreement between Company and Member for the subject matter hereof. Only Company may make modifications to this document.