Updated April 17 , 2024

Website Terms of Use

1. ACCEPTANCE OF TERMS

W Energy Software, LLC (“WES”) provides the website at www.wenergysoftware.com and related domains and subdomains (collectively, the “Offerings”).  Your use of the Offerings is subject to and governed by the terms and conditions in these Website Terms of Use (these “Terms”). WES may, at its discretion, update these Terms at any time. You can access and review the most current version of these Terms at the URL for this page or by clicking on the “Terms of Use” link within the Offerings, or as otherwise made available by WES.

PLEASE REVIEW THESE TERMS CAREFULLY. BY ACCESSING OR USING THE OFFERINGS, YOU AGREE TO BE BOUND BY THESE TERMS, INCLUDING ANY UPDATES OR REVISIONS POSTED HERE OR OTHERWISE COMMUNICATED TO YOU. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THESE TERMS, YOU MAY NOT ACCESS OR USE THE OFFERINGS.

THESE TERMS REQUIRE FINAL AND BINDING ARBITRATION TO RESOLVE ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS, OR YOUR ACCESS TO OR USE OF THE OFFERINGS, INCLUDING THE VALIDITY, APPLICABILITY OR INTERPRETATION OF THESE TERMS, AND YOU AGREE THAT ANY SUCH CLAIM WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, ARBITRATION OR OTHER SIMILAR PROCESS. PLEASE REVIEW SECTION 12 CAREFULLY TO UNDERSTAND YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE RESOLUTION OF ANY CLAIM.

You represent and warrant that you: (a) are of legal age to form a binding contract; (b) have the right, authority, and capacity to agree to and abide by these Terms; and (c) are not a person barred from using the Offerings under the laws of any applicable jurisdiction. THE OFFERINGS ARE NOT INTENDED FOR USERS UNDER THE AGE OF 13, AND SUCH USERS ARE EXPRESSLY PROHIBITED FROM SUBMITTING ANY PERSONAL DATA OR USING ANY ASPECT OF THE OFFERINGS, AND BY TAKING SUCH ACTIONS YOU AGREE, REPRESENT, AND WARRANT THAT YOU ARE 13 YEARS OF AGE OR OLDER.

2. Rights

  1. Grant. Subject to and conditioned on your compliance with these Terms, WES hereby grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable right solely to use the Offerings for your internal business purposes. Your access to and use of the Offerings must further comply in all material respects with all usage guidelines posted by WES, including these Terms.
  2. Trademarks.  You may not use the WES names, brands, trademarks, service marks or logos that WES makes available on the Offerings (“Marks”). WES claims trademark protection over all such Marks, and you will not use the Marks except as expressly authorized herein. You may not create any derivative works of the Marks or use the Marks in a manner that creates or reasonably implies an inaccurate sense of endorsement, sponsorship, or association with WES.  All use of the Marks and all goodwill arising out of such use, will inure to WES’s benefit.
  3. Third-Party Services.  The Offerings may also include or provide access to third party products, services, content, or offerings, including advertising for such (together with any Payment Processor (as defined herein), the “Third-Party Services”). You acknowledge that different terms of service and privacy policies may apply to your use of such Third-Party Services and that such terms and policies are solely between you and the provider(s) of such Third-Party Services. You agree that WES does not endorse and is not responsible or liable for any issues related to the Third-Party Services.
  4. Support. WES is not obligated to provide you any support for the Offerings, and these Terms do not entitle you to any support for the Offerings. In the event that WES voluntarily provides you with any support not explicitly agreed to by WES, it shall not be deemed a commitment by WES to provide you any support in the future, and WES may choose, in its sole discretion, to discontinue such support at any time and for any reason without any liability to you.

3. Privacy Policy

In addition to these Terms, the WES Privacy Policy at https://wenergysoftware.com/privacy-policy/ (“Privacy Policy”) applies to how WES may process information provided as part of the Offerings. You acknowledge and agree that by accessing or using the Offerings, WES may receive certain information about you, including personal data, as set forth in the Privacy Policy, and WES may collect, use, disclose, store, share, and process such personal data in accordance with such Privacy Policy.

4. Proprietary RIGHTS

  1. Rights Reserved. The Offerings provided to you hereunder or available to you through the Offerings are licensed, not sold, and WES retains and reserves all rights not expressly granted in these Terms. You acknowledge and agree that, as between you and WES, WES and its licensors owns all rights, title, and interest (including all intellectual property rights) in the Offerings and all data and other materials within the Offerings. The Offerings are protected by U.S. and international copyright and other intellectual property laws and treaties.
  2. Content. All text, graphics, user interfaces, visual interfaces, photographs, Marks, logos, sounds, music, artwork and computer code (collectively, “Content”), including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, is owned, controlled or licensed by or to WES, and is protected by trade dress, copyright, and trademark laws, and various other intellectual property rights and unfair competition laws. Except as expressly provided in these Terms, no part of the Offerings and no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring”) to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without WES’ express prior written consent.

5. User CONDUCT and restrictions

  1. Prohibited Conduct. In your use of the Offerings, you will not: use, reproduce, modify, adapt, create derivative works from, sublicense, publicly perform, publicly display, distribute, sell, lease, rent, make, have made, assign, pledge, transfer or otherwise grant rights to the Offerings, except as expressly permitted under these Terms;
    1. reverse engineer, disassemble, decompile, translate, or otherwise attempt to derive trade secrets, algorithms, or the source code, architectural framework, or data records, within or associated with the Offerings;
    2. interfere with or disrupt the integrity or performance of the Offerings, including by disrupting the ability of any other person to use or enjoy the Offerings;
    3. provide use of the Offerings on a service bureau, rental, or managed Offerings basis, provide, or permit other individuals or entities to create Internet “links” to the Offerings or “frame” or “mirror” the Offerings on any other server, or wireless or Internet-based device;
    4. access the Offerings for the purpose of developing, marketing, selling, or distributing any product or service that competes with or includes features substantially similar to the Offerings;
    5. violate any applicable local, state, provincial, federal, or international law or regulation, or use the Offerings for any illegal, unauthorized, or otherwise improper purposes, including to store or transmit malicious code, or to store or transmit material in violation of third-party privacy rights;
    6. remove or obscure any proprietary notice that appears within the Offerings;
    7. impersonate any person or entity, including WES personnel, or falsely state or otherwise misrepresent your affiliation with WES, or any other entity or person;
    8. forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Offerings;
    9. take any action that imposes an unreasonable or disproportionately heavy load on the Offerings or its infrastructure; or
    10. use spiders, crawlers, robots, scrapers, automated tools, or any other similar means to access the Offerings; or download, reproduce, or archive any substantial portion of the Offerings.
  2. Enforcement. WES’s failure to enforce any of these restrictions or guidelines shall not act as a waiver for any future enforcement, will not be considered a breach of these Terms by WES, and does not create a private right of action for any other party.

6. Feedback

If you elect to provide or make available to WES any suggestions, comments, ideas, improvements or other feedback relating to the Offerings (“Feedback”), WES shall own and be free to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make, have made, assign, pledge, transfer or otherwise grant rights in your Feedback in any form and any medium (whether now known or later developed), without credit or compensation to you.

7. Indemnification

You shall indemnify and hold WES and its affiliates, and each of their officers, directors, employees, agents, partners and licensors (collectively, “WES Parties”) harmless from and against all losses, damages, costs, liabilities, and expenses, including reasonable attorneys’ fees, to extent resulting from or arising out of any third party claim, demand, or action due to (a) content or information you provide to WES; (b) your violation of these Terms, any law or regulation, or any rights (including intellectual property rights) of another party; or (c) your use of the Offerings, except as expressly permitted in these Terms.

8. DISCLAIMER OF WARRANTIES

  1. Disclaimer. YOUR USE OF THE OFFERINGS IS AT YOUR SOLE RISK. THE OFFERINGS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WES PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR ARISING FROM STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
  2. No Implied Representations and Warranties. WES PARTIES MAKE NO WARRANTY OR REPRESENTATION THAT: (i) THE OFFERINGS WILL MEET YOUR REQUIREMENTS; (ii) ACCESS TO THE OFFERINGS WILL BE UNINTERRUPTED, TIMELY, SECURE, VIRUS-FREE, OR ERROR-FREE; OR (iii) THE INFORMATION AND ANY RESULTS THAT MAY BE OBTAINED FROM ACCESS TO OR USE OF THE OFFERINGS WILL BE ACCURATE, RELIABLE, CURRENT, OR COMPLETE.
  3. Non-Reliance. ALL CONTENT MADE AVAILABLE THROUGH THE OFFERINGS IS MADE AVAILABLE FOR INFORMATIONAL PURPOSES ONLY. YOU ARE SOLELY RESPONSIBLE FOR CONFIRMING THE ACCURACY OF ALL CONTENT BEFORE TAKING OR OMITTING ANY ACTION. YOU SHOULD NOT RELY ON THE SERVCES AND YOU SHOULD NOT USE THE OFFERINGS FOR ADVICE OF ANY KIND.
  4. Disclaimer Limitation. THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS AND YOU MAY HAVE WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED.  ANY SUCH WARRANTY EXTENDS ONLY FOR THIRTY (30) DAYS FROM THE EFFECTIVE DATE OF THESE TERMS (UNLESS SUCH LAW PROVIDES OTHERWISE).

9. LIMITATION OF LIABILITY

  1. Limitation of Liability. WES PARTIES SHALL NOT BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA OR GOODWILL, OR COST OF COVER, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS, OR FINANCIAL LOSS, EVEN IF WES PARTIES HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. WES PARTIES’ LIABILITY SHALL BE LIMITED TO THE SUM OF ONE HUNDRED DOLLARS ($100) FOR ANY AND ALL CLAIMS ARISING FROM OR RELATING TO THE OFFERINGS.
  2. Scope. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.  INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW.  THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Governing Law

These Terms shall be governed by and construed and enforced in accordance with the United States Federal Arbitration Act, other applicable federal laws, and the laws of the State of Texas, without regard to conflict of laws principles. The parties agree that neither the United Nations Convention on Contracts for the International Sale of Goods, nor the Uniform Computer Information Transaction Act (UCITA) shall apply to these Terms, regardless of the states in which the parties do business or are incorporated.

11. binding arbitration and class action waiver

  1. EXCLUDING AS SET FORTH IN SECTION 12(d), ALL CLAIMS ARISING IN CONNECTION WITH THESE TERMS SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT (DEFINED FOR THE PURPOSES OF THESE TERMS AS A COURT OF LIMITED JURISDICTION THAT MAY ONLY HEAR CLAIMS NOT EXCEEDING $20,000 OR THE LOWEST AMOUNT PERMITTED BY APPLICABLE LAW) IF YOUR CLAIMS ARE WITHIN THE COURT’S JURISDICTION. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED.
  2. The arbitration shall be conducted by the American Arbitration Association (AAA) under its then-applicable Commercial Arbitration Rules or, as appropriate, its Consumer Arbitration Rules. The AAA’s rules are available at http://www.adr.org/. Payment of all filing, administration and arbitrator fees shall be governed by the AAA’s rules. The arbitration shall be conducted in the English language by a single independent and neutral arbitrator. For any hearing conducted in person as part of the arbitration, you agree that such hearing shall be conducted in Harris County, Texas, or, if the Consumer Arbitration Rules apply, another location reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances, as determined by the arbitrator. The decision of the arbitrator shall be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction.
  3. BOTH PARTIES EACH AGREE THAT ALL CLAIMS SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION OR OTHER SIMILAR PROCESS (INCLUDING ARBITRATION). IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, WE EACH WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT SUCH CLAIM SHALL BE BROUGHT ONLY IN A COURT OF COMPETENT JURISDICTION IN NEW HARRIS COUNTY, TEXAS. YOU HEREBY SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS AND WAIVE ANY OBJECTION ON THE GROUNDS OF VENUE, FORUM NON-CONVENIENS OR ANY SIMILAR GROUNDS WITH RESPECT TO ANY SUCH CLAIM.
  4. Notwithstanding anything to the contrary, you and WES may seek injunctive relief and any other equitable remedies from any court of competent jurisdiction to protect its intellectual property rights, whether in aid of, pending, or independently of the resolution of any dispute pursuant to the arbitration procedures set forth in this Section 12.
  5. If WES implements any material change to this Section 12, such change shall not apply to any Claim for which you provided written notice to WES before the implementation of the change.

12. Legal Compliance

You represent and warrant that you will comply with all applicable foreign, federal, state, and local laws, rules and regulations, including without limitation, U.S. export laws and import and use laws of the country where Licensed Material is delivered or used and you are not: (a) located in a country that is subject to a U.S. Government embargo, or designated by the U.S. Government as a “terrorist supporting” country; and (b) listed on any U.S. Government list of prohibited or restricted parties, including the Specially Designated Nationals List.

13. U.S. Government Entities

This section applies to access to or use of the Offerings by a branch or agency of the United States Government. The Offerings includes “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 and qualifies as “commercial items” as defined in 48 C.F.R. 2.101. Such items are provided to the United States Government: (a) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (b) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202-1 and 227.7202-3. The United States Government shall acquire only those rights set forth in these Terms with respect to the such items, and any access to or use of the Offerings by the United States Government constitutes: (i) agreement by the United States Government that that such items are “commercial computer software” and “commercial computer software documentation” as defined in this section; and (ii) acceptance of the rights and obligations herein.

14. GENERAL PROVISIONS

These Terms constitutes the entire agreement between you and WES concerning your access to and use of the Offerings. It supersedes all prior and contemporaneous oral or written negotiations and agreements between you and WES with respect to such subject matter. In the event of any conflict between or among these Terms and any end user license agreement, privacy policy or usage guidelines to which these Terms refers, the terms and conditions of these Terms shall take precedence and govern.  These Terms may not be amended by you except in a writing executed by you and an authorized representative of WES. Except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms. For the purposes of these Terms, the words “such as,” “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation.” You may not assign or delegate any right or obligation under these Terms without the prior written consent of WES. The failure of WES to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held to be invalid or unenforceable under applicable law, then such provision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, without in any way affecting the remaining parts of these Terms. Any prevention of or delay in performance by WES hereunder due to labor disputes, acts of god, failure of the Internet, governmental restrictions, enemy or hostile governmental action, fire or other casualty or other causes beyond its reasonable control shall excuse the performance of its obligations for a period equal to the duration of any such prevention or delay.