LASSER, INC. – INTERNET DATABASE SERVICE LICENSE AGREEMENT THIS AGREEMENT GOVERNS THE ACCESS AND USE OF PROPRIETARY OIL AND GAS PRODUCTION DATA AND RELATED SOFTWARE AND INFORMATION AVAILABLE THROUGH THIS WEBSITE. THE PARTIES TO THE AGREEMENT ARE YOU, THE END USER, AS AN AUTHORIZED REPRESENTATIVE OF THE COMPANY ACQUIRING THIS LICENSE (COLLECTIVELY, “YOU’ OR “CUSTOMER”) AND LASSER, INC. (“LASSER”). YOU MUST READ, UNDERSTAND, AND AGREE TO ALL TERMS AND CONDITIONS OF THIS AGREEMENT BEFORE ACCESSING, DOWNLOADING, OR USING ANY LICENSED DATA, SOFTWARE, OR INFORMATION. BY CLICKING “I AGREE” ON THE SIGN UP PAGE AND ACCESSING, DOWNLOADING, OR USING THE LICENSED MATERIALS IN ANY MANNER, YOU ARE VOLUNTARILY ENTERING INTO A BINDING LEGAL CONTRACT GOVERNING ALL ASPECTS OF YOUR POSSESSION, USE, AND DISPOSITION OF THOSE MATERIALS. YOU MUST CAREFULLY READ THIS AGREEMENT BEFORE ACCEPTING ITS TERMS OR USING THE MATERIALS. IF YOU DO NOT AGREE WITH OR HAVE QUESTIONS ABOUT ANY ASPECT OF THIS AGREEMENT, DO NOT ATTEMPT TO DOWNLOAD, ACCESS, OR USE THE MATERIALS IN ANY WAY. INSTEAD, CONTACT LASSER’S PRESIDENT, RICHIE WORTHINGTON AT 1-800-489-3282.
Lasser develops and sells oil and gas production databases and related software and internet services (the “Business”). In connection with the Business, Lasser owns proprietary oil and gas production data software and related proprietary data, documentation, and information. Lasser desires to provide to Customer, and Customer desires to obtain from Lasser, such proprietary materials in accordance with the terms and conditions of this Agreement. Therefore, in consideration of the terms and conditions of this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties, intending to be legally bound, agree as follows:
1. Licensed Software and Data. “Licensed Data” means all original and updated oil and gas production and other proprietary data or information accessed or used in any manner by Customer pursuant to this Agreement. “Licensed Software” shall mean all computer software and related documentation, manuals, and materials that allow Customer to access, search, and/or retrieve the Licensed Data, including all customizations, updates and revisions thereto. Licensed Data and Licensed Software are referred to collectively as the “Licensed Property.”
2. Licenses. The Licensed Property, and any updates, modifications, revisions or copies, comprise copyrighted, trade secret and confidential information belonging to Lasser, which maintains exclusive title in and to all Licensed Property and retains all rights not expressly granted by this Agreement. Subject thereto, Lasser grants to Customer a nonexclusive, nontransferable personal license to use the Licensed Property for Customer’s internal business purposes during the term of and in accordance with the terms of this Agreement.
2.1 Limitations on use of Licensed Data. Title to the Licensed Data shall at all times remain in Lasser, and Customer’s right to possess and use the Licensed Data is personal and nonassignable. The Licensed Data shall not be used, transferred, assigned, sublicensed, leased, sold, or disposed of by Customer in any manner except as expressly permitted in this Agreement. Subject to the other terms, conditions and limitations contained herein, the Licensed Data may be used by Customer exclusively for the purposes described below:
(a) Restrictions on Use and Disclosure. The Licensed Data may be used only as is reasonably necessary for Customer’s internal business purposes. Customer acknowledges and agrees that Lasser has compiled, processed, and formatted the Licensed Data at great time and expense and has a proprietary interest therein, that Customer and certain of its employees will become familiar with and have access to portions of the Licensed Data, and that Lasser will suffer substantial harm if Customer discloses the Licensed Data to any third party in a manner not contemplated by this Agreement. Customer agrees that it will hold the Licensed Data in strict confidence and, other than as expressly permitted herein, not disclose or sublicense the Licensed Data in whole or in part to any third party for any purpose whatsoever.
(b) Permitted Disclosure and Sublicensing. Customer may disclose Licensed Data to its employees with a reasonable business need for access, but only to the extent necessary for its proper use under this Agreement. Customer shall issue appropriate instructions and safeguards to prevent the accidental or unauthorized use or disclosure of the Licensed Data by its employees. Customer will reasonably supervise its employees to prevent violations of this Agreement. Customer may not disclose Licensed Data to third parties other than in connection with reports prepared for Customer’s clients as part of value added services, provided that such reports include only Licensed Data that relates directly to the value added service and that such reports are designated confidential and provided pursuant to a confidentiality agreement restricting client’s use and disclosure. Upon written notice to Lasser, Customer may sublicense a single consultant or agent to use the Licensed Data for Customer’s exclusive benefit in accordance with this Agreement provided that the sublicense signs a written undertaking confirming that it has reviewed and will abide by this Agreement in consideration of such sublicense. Customer may not use the Licensed Data during the term of such sublicense unless an additional license is obtained from Lasser.
(c) Copying and Commingling of Data. The Licensed Data may be copied as is reasonably necessary for use by Customer in accordance with this Agreement, which governs any such copies. To the extent the Licensed Data is commingled with other data of Customer or data of third parties in the possession of Customer, the Licensed Data shall be appropriately “flagged” or designated to allow it to be purged from such other data upon termination of this Agreement.
2.2 Limitations on use of Licensed Software and Licensed Property. (a) Customer Use. Customer may use the Licensed Software in machine-readable, object-code form only on one or more computers owned by Customer, and may make copies of the Licensed Software in any machine readable form for back-up purposes as reasonably necessary to support the use of the Licensed Software. Customer (including its personnel and all other persons under its control) shall not disassemble, decompile, reverse engineer, download, copy, disclose, sell, assign, lend, lease, license, sublicense, or otherwise transfer or provide the Licensed Software or any component of, right in, or access to, the Licensed Software to any other person or entity for any purpose, except as expressly provided in this Agreement. The Licensed Software shall be used solely by Customer for its own internal business purposes and shall not be sold, distributed or otherwise made available to any third party without Lasser’s prior written consent. If Customer sells, disposes of, or replaces any computer hardware containing the Licensed Software, Customer shall permanently remove and/or delete any Licensed Property in a manner that ensures that such materials may not be accessed by any subsequent user.
(b) Updates. Lasser may periodically update the Licensed Property. Following receipt of any updated Licensed Data, Customer shall return to Lasser and/or destroy any Licensed Data and/or Licensed Property replaced by such updates, and such updated Licensed Property shall be subject to all terms and conditions of this Agreement.
(c) Compliance with Laws and Regulations. Customer’s use of the Licensed Property must be in compliance with all federal, state and local laws and regulations.
3. Compensation. Customer shall pay for Licensed Data prior to Licensed Data being delivered. Payments for Licensed Data will be accepted through the use of a third party merchant service as selected by Lasser. Lasser may, at it’s discretion, periodically invoice Customer for the license fees due hereunder, and Customer shall timely pay all such fees in accordance with the terms of such invoices, which shall be deemed part of and subject to the terms of this Agreement. All payments made pursuant to this Agreement shall be final and non-refundable.
4.1 Confidentiality. “Confidential Information” means all confidential information and trade secrets of either Party, whether now existing or hereafter acquired or developed, including but not limited to the Licensed Property, computer software, business strategies, methodologies, pricing, materials, processes, programs, names of and relationships with vendors, customer or client lists, licensee names, contractual arrangements and similar other non-public or otherwise confidential, sensitive or proprietary information. Confidential Information shall not include information that is publicly available, or hereafter becomes publicly available through the actions of parties other than Lasser and Customer.
4.2 Obligations. The Parties shall keep strictly confidential all Confidential Information communicated or otherwise made available by the other Party and shall use their best efforts to provide protection for Confidential Information, including measures at least as strict as those that Party uses to protect its own Confidential Information. Except as required by law, the Parties of this Agreement shall not reveal any of the Confidential Information to any third party other than as expressly permitted by this Agreement without the prior written consent of the other Party. In the event that either Party is required to disclose any Confidential Information subject to the rules of a court having competent jurisdiction, that Party shall use its best efforts to communicate such disclosure requirement immediately by written notice to the other Party in order to enable that other Party, at its sole discretion, to attempt to secure a protective order covering the Confidential Information prior to the required disclosure. At the termination of this Agreement, any Confidential Information provided under this Section is to be returned to the other Party of this Agreement.
5. Disclaimers and Limitations.
5.1 Limited Warranty. Lasser warrants that the Licensed Data will be as accurate and complete as may be achieved using the source data, compilation, and data processing methods normally employed by Lasser in the ordinary course of business; provided, however, that the Licensed Data is not warranted as being error free. Customer acknowledges that the amount to be paid to Lasser for the Licensed Property will in most instances comprise a small portion of Customer’s overall costs of the project, task, or function for which the Licensed Property will be used, that the Licensed Data will normally contain a degree of error, and that the price that Lasser charges for the Licensed Property are based in part upon Customer’s agreement to assume and bear the risk of any loss or injury incurred in reliance upon the Licensed Data. Accordingly, Customer agrees that it is solely responsible for determining whether the Licensed Data is sufficiently accurate for the Customer’s intended use. Lasser warrants that any tangible media in which the Licensed Property is fixed will be free of defects in material or faulty workmanship under normal use for the length of the subscription. In the event of any breach of the foregoing warranties, Customer’s sole remedy shall be requiring Lasser to reperform its obligations under this Agreement at no additional cost to Customer.
5.2 Disclaimers. LASSER MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, WRITTEN OR VERBAL. LASSER DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE LICENSED SOFTWARE IS PROVIDED “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS.” LASSSER DOES NOT WARRANT THAT THE LICENSED PROPERTY WILL BE ERROR FREE. LASSER SHALL NOT HAVE ANY LIABILITY TO CUSTOMER OR ANYONE ELSE ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT FOR INDIRECT, SPECIAL, CONSEQUENTIAL, RELIANCE, PUNITIVE, EXEMPLARY, OR INCIDENTAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF LASSER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 5.3 Limitations. LASSER’S LIABILITY ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT, WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, WARRANTY, OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT PAID TO LASSER, INC FOR SUCH LICENSED SOFTWARE.
6. Term and Termination.
6.1 Term. This agreement shall commence upon the creation of your account (“Effective Date”) allowing access to basic free services available on Lasserdata.com. Additionally Lasser offers one (1) free trial period of fifteen (15) days/100 IDs for pay subscription services, which will remain in effect for fifteen (15) days from the date and time that the free trial activated, or until the 100 reporting credits is exhausted, whichever occurs first. Customer may optionally choose to add pay subscription services at any time while the Customer account is active. Subscription services will be effective for the term(s) listed at the time a subscription is added.
6.2 Termination. Customer may terminate their account at any time by giving written notice (Email is acceptable) to Lasser. Lasser may terminate customer account by written notice for any reason including misuse of License Property.
6.3 Obligations Upon Termination. Upon the expiration or earlier termination of this Agreement the following shall occur: (a) Lasser shall cease to provide any further services or Licensed Property to Customer. (b) Customer shall promptly pay Lasser all license fees and other sums due to termination date. (c) Customer shall immediately (i) discontinue the use of the Licensed Property and all information contained therein or derived therefrom; and (ii) return to Lasser the Licensed Property and all tapes, copies, partial copies and any other documentation, materials, or other information evidencing the Licensed Property together with a written certification that all of the foregoing have been either returned, destroyed, erased, or expunged.
7.1 Binding Effect. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and permitted assigns.
7.2 Counterparts. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Faxed or emailed copies of manually executed signature pages to this Agreement are fully binding and enforceable without the need for delivery of the original manually executed signature page.
7.3 Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision never comprised a part of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid, or unenforceable provision, there shall be added automatically as part of this Agreement a provision as similar in its terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable.
7.4 Choice of Law. This Agreement is made in Tarrant County, Texas and shall be governed by, and construed and enforced in accordance with, the laws of the state of Texas (without regard to Texas conflicts of laws rules). The parties consent to the exercise of personal jurisdiction by the courts of the State of Texas. Venue of any action relating to, or arising out of, this Agreement shall lie exclusively in the courts located in Tarrant County, Texas. The prevailing party on any legal claim arising from or relating to this Agreement shall be entitled to recover its reasonable and necessary attorneys’ fees and costs.
7.5 Third Party Beneficiaries. This Agreement does not create, and shall not be construed as creating, any right enforceable by anyone not a Party.
7.6 Entire Agreement. This Agreement (including the exhibit(s) to this Agreement) (i) embodies the entire agreement and understanding between the Parties relating to the subject matter of this Agreement and (ii) supersedes all prior agreements and understandings relating to the subject matter of this Agreement.
7.7 No Waiver. The waiver or failure of a Party to exercise in any respect any right provided for under this Agreement shall not be deemed a waiver of any further right under this Agreement by such Party.
7.8 Survival. Sections 4, 5, and 7 shall survive termination of this Agreement.
IN WITNESS WHEREOF, this Agreement is entered into by the Parties to be effective as of the Effective Date.