BasinDesk Terms of Service

Effective [effective date to be confirmed]. These Terms replace every earlier version.

These Terms of Service (the "Terms") are a binding agreement between [legal entity to be confirmed] ("BasinDesk," "we," "us," "our") and the business that uses our services (the "Customer," "you," "your"). They govern the BasinDesk website, maps, data, reports, exports, alerts, contact and pipeline tools, lookup connections, mail tools, calling tools, artificial intelligence features and every related service we provide (together, the "Service"). By creating an account, checking the box at sign-up, paying for anything, or otherwise using the Service, you accept these Terms, the Privacy Policy and the Acceptable Use Policy on behalf of your business and confirm that you have the authority to do so. If you do not agree, do not use the Service.

In short: the Service is provided as is, with no promises about accuracy or results. The data comes from public filings and may be wrong, incomplete or out of date. It is not legal, title, engineering or investment advice. You are the caller, the mailer and the sender of everything you send through the Service, and you are responsible for following the law when you do. We own the Service and its data, and anything you put into the Service may be used by us to run, improve and build our systems, including training them. Fees are not refundable. We may suspend or end the Service at any time. We can update these Terms at any time by posting the new version here.

1. The Service

1.1 What it is. BasinDesk compiles public filings made with the Ohio Department of Natural Resources ("ODNR") about oil and gas unit operations and presents them as maps, unit pages, searches, monthly updates, alerts and exports. It may also offer, as described on [domain to be confirmed] when you order: the purchase of access to individual units that your subscription does not cover; tools to keep contacts, notes, stages, tasks and campaigns; connections to third-party lookup providers that you hold your own account with; tools to design, print and mail letters; tools to place telephone calls; and features that use artificial intelligence.

1.2 Scope is ours to define. We determine the design, content, coverage, features, providers and technology of the Service, and we may add, change, limit or remove any of them at any time. Descriptions on our website and in our messages are summaries of how the Service generally works and are not promises that any feature, unit, document or record will be available to you or will stay available.

1.3 No results promised. The Service does not promise any lead, contact, reply, lease, purchase, sale, deal, price, return or other outcome. Counts and figures we show are taken from our systems and from the filings, for your information only.

1.4 Third parties. The Service depends on third parties we do not control, including ODNR and other public agencies, hosting providers, map providers, payment processors, telephone carriers, print and mail providers, the United States Postal Service, artificial intelligence providers, and any lookup provider you connect. Their availability, accuracy, prices, policies and changes are outside our control, and we are not responsible for them. We may change the providers we use at any time and are not required to identify them.

1.5 No affiliation. BasinDesk is an independent service. It is not affiliated with, endorsed by or operated by the State of Ohio, ODNR, any operator or any other agency or company named in the data.

2. Eligibility, accounts and users

2.1 Businesses only. The Service is offered for business and professional purposes only, not for personal, family or household purposes. You represent that the person accepting these Terms is at least eighteen years old and is authorized to bind the business.

2.2 Organizations and users. An account belongs to one organization. The organization may add users up to the number of users it has paid for. Each user must have their own sign-in. Sign-ins may not be shared. You are responsible for everything done through your account and by your users, and for keeping sign-in details secret. Tell us at once if you believe an account has been used without permission.

2.3 Accurate information. You agree to give us accurate information about your business and to keep it current. We may rely on anything sent to us from a signed-in user, or from the email address or phone number on your account, as coming from you and as authorized by you.

2.4 Communications. The Service is delivered and supported through the website, email and, where you give a mobile number, text message. You consent to receive emails and texts from us about your account, billing, alerts you set and the Service, including automated messages. Message and data rates may apply. You may stop texts by replying STOP, which may prevent us from providing parts of the Service.

3. The data

3.1 Public records, compiled by machine. The data in the Service is compiled from documents filed by operators and issued by ODNR. Much of it is read from those documents by automated systems, including artificial intelligence. Automated reading produces errors. Records may be missing, incomplete, out of date, duplicated, attributed to the wrong unit, or wrong.

3.2 The original governs. Where the Service links to an original filing, the original controls. You agree to check the original, and to make your own inquiries, before you rely on anything in the Service.

3.3 Not advice. Nothing in the Service is legal, title, land, engineering, geological, tax, accounting, appraisal, valuation or investment advice, and nothing in the Service is an offer to buy or sell anything. We are not your attorney, landman, engineer, broker or adviser.

3.4 Operator figures. Reserve estimates, costs, values and other economic figures shown as filed by an operator are the operator's own statements in its filing. We do not verify, endorse or update them. Any arithmetic we show on top of those figures is illustrative only and is not a valuation of any interest.

3.5 Ownership lists. An ownership list is the list of names, addresses, tracts and interests that the operator attached to its filing, as of the date it was filed. It is not a title opinion, a title search, a record of current ownership, or a statement that any person owns, or does not own, any interest. Names and addresses may be out of date, misspelled or wrong. People listed may have died, moved, sold or never owned what is shown. You are responsible for confirming ownership and identity before you act.

3.6 Not a consumer report. We are not a consumer reporting agency, and the Service is not a consumer report. You will not use any data from the Service, in whole or in part, as a factor in deciding any person's eligibility for credit, insurance, employment, housing, a government benefit or any other purpose covered by the Fair Credit Reporting Act or a similar law.

3.7 Your license. While your account is active and in good standing, we grant you a limited, revocable, non-exclusive, non-transferable right to view the Service and to use the data you have access to for your organization's own internal business purposes.

3.8 What you have access to. A subscription, including a free trial, gives your organization access to the units first filed in the calendar months during which your organization is subscribed or on trial, beginning with the calendar month before the month it joins, and only while the subscription or trial is active. Units first filed in other months are not included in a subscription, although we may show basic facts about them. When a subscription ends, access to the units it covered ends. If you subscribe again, the months you paid for before are covered again and the months in between are not. You may buy access to an individual unit that your subscription does not cover. A purchased unit gives your organization, for use by your own users, whatever we hold for that unit at the time, which may be less than we hold for other units and may not include an ownership list. We show what a unit holds before you pay. Access to a purchased unit lasts for as long as your account is open and in good standing. The purchase is final and is not refundable, including where the unit's data turns out to be short, old or wrong, or where you already had it.

3.9 Restrictions. You will not, and will not let anyone else: resell, rent, license, publish, share or redistribute the data or any export; give access to anyone outside your organization; copy, scrape, crawl, harvest or bulk download the Service by any automated means, or beyond the export features we provide; use the data or the Service to build, train or improve a product, dataset or service that competes with ours; remove any notice; or work around any limit, paywall or security measure.

3.10 Projected cash flow. Where the Service shows a projected cash flow for a parcel or an interest, it is arithmetic on the totals the operator stated in its own filing, spread over production years by a standard decline curve, priced at a flat historical average price, and reduced by an assumed average deduction and an assumed royalty rate, each shown with the projection. It is what the operator reported and nothing else. We have not checked the operator's figures, and we add no engineering, geology or judgment of our own. The Service may also show a low case and a high case. They are illustrations of how far results could vary, made by fixed rules from the same totals and from past prices. They are not predictions, and results can fall outside them. Every one of these figures is generated by automated systems, including artificial intelligence, and may be wildly inaccurate. They are shown only to illustrate the operator's numbers and some of the variability around them. None of it is a forecast by us, an appraisal, a valuation, an offer, or a promise that any amount will be paid to anyone. Actual production, prices, deductions, timing, lease terms, title and the unit itself can and do differ. You will not use any of it to make an investment decision, or to buy, sell, lease, lend against or value any interest, or for any tax or legal purpose. For those decisions, consult a financial adviser working with a petroleum engineer. Before a projection is shown we may ask you to acknowledge this, and we record each acknowledgment with your account, your network address, your browser and the time.

3.11 Reported production and nearby wells. Where the Service shows production reported for a well or a unit, it comes from the quarterly statements that well owners file with the Ohio Department of Natural Resources. The state does not guarantee those statements and neither do we. They can be late, incomplete, revised or wrong, and we may have matched a well to the wrong unit. Where the Service sets an operator's filed estimate beside reported production, or shows what would be left by that estimate, it is subtraction on the operator's own figure. It is not a reserve estimate. Where the Service shows a nearby producing well, that well is chosen by distance and by fixed rules, not by a geologist or an engineer. How one well has produced does not tell you how another will. Section 3.10 applies to all of it: none of it is a forecast by us, an appraisal or a valuation, and you will not use it to make an investment decision, or to buy, sell, lease, lend against or value any interest.

3.12 The weekly digest. Where the Service publishes a weekly digest for a basin, it is a short report compiled from public records and from news published by others. Its figures come from the public records it names and may be out of date or wrong; the original record governs. Its news items are our summaries of other people's reporting, with the source named and linked. We do not verify what those sources report, we do not adopt their statements as our own, and a source may be wrong or may change its report. The words of a digest are written with the help of an AI model and are read by a person before the digest is published; section 10 applies to them. A digest is general information for readers of the Service. It is not advice of any kind, it is not a recommendation to buy, sell, lease or hold any interest, and it says nothing about your own property. You may print a digest and keep it for your own use; section 3.9 applies to it as it does to the rest of the Service. If you believe an item in a digest is wrong, write to us and we will look at it.

4. Fees, billing and renewal

4.1 Fees. You agree to pay the fees shown when you order and the fees for everything you or your users buy or use, at our then-current prices. Fees are in U.S. dollars and exclude taxes, which are added where they apply.

4.2 Subscription and users. After any free trial, the subscription is billed in advance each month and includes the number of users stated when you order. Additional users are billed monthly at the price shown. Adding a user during a period may be billed at once for the rest of that period.

4.3 Automatic renewal. Subscriptions and user fees renew automatically at the end of each monthly period until cancelled. You authorize us and our payment processor to charge your payment method on file for each renewal and for all other amounts you owe under these Terms, without further notice.

4.4 Purchases by use. Some things are charged each time you use them, at the price shown before you confirm, including: access to individual units; letters, charged for each piece and for each page as rendered; artificial intelligence features, charged for each use whether or not you keep or use what is produced; document review, charged as Section 10.7 describes; and calling, where a charge applies. A price shown as an estimate may differ from the final charge where the final page count, the number of deliverable addresses or the length of a call differs.

4.5 Prepaid balance. Where we offer a prepaid balance, amounts you add are payments in advance for future use of the Service. A balance is not a deposit or stored value, earns no interest, has no cash value, cannot be transferred, and is not refundable except as stated in Section 12.4.

4.6 Price changes. We may change our prices. While the Service is in beta, as we define it, a subscription is offered at a beta price; that price will rise when the Service leaves beta, and we decide when that is. We will not raise the price you pay for a subscription or a user without giving you at least one month's advance notice of the new price, sent to the email address of your account and shown in your account. An increase takes effect at your first renewal that falls after that notice period has run in full, and not before; until then you keep the price you have. Continuing past that renewal is acceptance of the new price. A price that goes down, and prices for purchases by use, which are those shown at the time of the purchase, need no notice.

4.7 No refunds. All fees are non-refundable, including fees for partial periods, unused users, unused services, purchases by use, downtime, suspension or termination under Section 12, or dissatisfaction with the Service or the data, except where a refund is required by law or expressly stated in Section 12.4.

4.8 Failed payments. If a charge fails, we may retry it, suspend the Service and recover the amounts owed. Amounts unpaid for more than fourteen days may accrue interest at 1.5% per month or the maximum allowed by law, whichever is less, plus our reasonable costs of collection, including attorney fees.

4.9 Chargebacks. You agree to contact us before disputing a charge with your card issuer. A chargeback or payment dispute of a valid charge is a material breach: we may suspend or terminate the Service immediately, and you agree to pay a $25 administrative fee per dispute plus the disputed amount if the dispute is resolved in our favor.

4.10 Cancellation. You may cancel a subscription at any time by writing to us at the contact in Section 19, or in your account settings where we offer it there. Cancellation takes effect at the end of the current period. Access under the subscription ends then. Units you bought stay open as Section 3.8 describes.

4.11 Free trial. We may offer a new organization one free trial period. A trial is limited to one for each person, organization, mobile telephone number and payment method, as we determine. To start a trial we may require you to confirm a mobile telephone number that is yours, and we may require a payment method. Where we require neither, the trial begins when the account is created. If you gave a payment method to start the trial, then unless you cancel before the trial ends, your subscription begins when the trial ends and your payment method is charged then, and at each renewal after that. If you did not, access ends when the trial ends unless you subscribe. We may refuse, limit or end a trial at any time, and we may end the account of anyone who opens or tries to open more than one.

4.12 The owner's plan. If you claim a property as an owner, your plan begins when your first claim is confirmed. It is free for the period shown to you when it begins. After that it costs the monthly price shown to you when it began. That price is charged in advance each month to the payment method you give our payment processor, and the plan renews each month until you cancel. The page where you start paying states the price, the date of the first charge and how to cancel, and we record what it said when you agreed. You can cancel at any time on your plan page. A cancelled plan stays open through the month already paid for, and nothing is refunded for part of a month. If a payment fails or the plan ends, the pages that show your own records close until the plan is paid again. Your claim and your choices are kept. We will not raise the monthly price of a plan that is running without giving you at least one month's advance notice of the new price, as Section 4.6 describes.

4.13 A printed digest by post. Where it is offered, you can add a printed copy of the weekly digest of a basin, posted to one address in the United States. It costs the monthly price shown to you when you start it. That price is charged in advance each month to the payment method you give our payment processor, and it renews each month until you cancel. The page where you start it states the price, when you are charged and how to cancel, and we record what it said when you agreed. You can cancel at any time on that page. Copies are posted through the month already paid for, and nothing is refunded for part of a month. Each copy is posted after its issue is published. We do not promise a delivery date, and an issue that is late or lost in the post is on the Service to read. We give the name and address you enter to our print and mail provider so that it can print and post your copy. If your subscription or your plan no longer includes the digest, nothing is posted, and you are still charged until you cancel. If the address you gave cannot be posted to, we stop posting until you give us an address again. We will not raise the monthly price of a printed copy that is running without giving you at least one month's advance notice of the new price, as Section 4.6 describes.

5. Your data, our data, and our right to use what comes in

5.1 Definitions. "Customer Data" means everything that you or your users submit to, upload to, import into, create in, connect to or generate through the Service, in any form. It includes contacts, names, addresses, telephone numbers and email addresses; notes, stages, tasks, tags and outcomes; lists, campaigns and sequences; templates, letters, images, logos and documents; prompts, instructions and answers; the content of any website you point us to; results returned through a lookup provider you connect; call records and any recordings or transcripts; and your settings and choices. "Service Data" means everything else in or produced by the Service, including the compiled database, usage records, logs, measurements, statistics, and all data derived from or combined with Customer Data.

5.2 We own the Service and the Service Data. As between you and us, we own all right, title and interest in the Service, the compiled database, the Service Data, and every model, dataset, template, design, method, improvement and other work that we create, train or develop, whether or not Customer Data was used to do so.

5.3 Customer Data. To the fullest extent permitted by law, you assign to us all right, title and interest that you hold in Customer Data as it is submitted. To the extent an assignment is not effective for any item of Customer Data, you grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable license, with the right to sublicense, to use, copy, store, reproduce, modify, adapt, analyze, combine, create derivative works from, display, distribute and otherwise exploit that Customer Data, in any form and by any means now known or later developed, for any purpose connected with operating, providing, securing, improving, developing and building our products, services and business.

5.4 Training and building. Without limiting Section 5.3, you agree that we may use Customer Data and Service Data to train, tune, test and evaluate machine learning and artificial intelligence systems, to build and enrich datasets, templates, scoring, matching and automation, and to develop new features, products and services, for our own benefit and without any payment, credit or other obligation to you. This consent continues after your account ends.

5.5 Your use of your data. We grant you a limited right to use the Customer Data you submitted, within the Service and through the export features we provide, while your account is active and in good standing.

5.6 Your promises about Customer Data. You represent and warrant that you have, and will keep, every right, permission, notice and consent needed to submit Customer Data and to give us the rights in this Section, including from any person whose information it contains and under the terms of any provider you obtained it from; that Customer Data and our use of it as these Terms allow will not violate any law or any person's rights; and that you will tell us at once if that stops being true for any of it.

5.7 Limits set by law. Where a law that cannot be waived, or a restriction that binds the data itself, limits a right described in this Section, the right extends as far as that law or restriction allows and no further, and the rest of this Section is unaffected.

5.8 No duty of confidentiality. Except as stated in the Privacy Policy, we have no obligation to keep Customer Data confidential, to return it, or to keep it for you. You are responsible for keeping your own copies.

5.9 Who owns BasinDesk; marketing to you; Do Not Market. BasinDesk is owned in whole or in part by individuals and entities that actively acquire oil and gas interests, including mineral, royalty and leasehold interests. Any information you provide to the Service, and information about how you use it, may be used by us and by those individuals and entities to market to you, including to offer to buy or to lease an interest from you or to offer an interest to you. You may opt out at any time by turning on Do Not Market in your account settings. Do Not Market is off unless you turn it on, which means that by default you elect to receive marketing. While it is on, you will not receive solicitations to purchase, lease or sell your interest from us or from those individuals and entities, and no other user can send you an offer through the Service. Do Not Market does not stop messages about your account, billing, security or alerts you set.

5.10 Owners who claim a property. If you claim a property as an owner, your name, your contact details, your mailing address and the proofs you give us are available only to you, to us, and to the individuals and entities described in Section 5.9. We do not show or sell them to other users. If you mark an interest as open to an offer to buy or to lease, other users with access to that unit see only that an owner in the unit is open to such an offer and a range for the size of the interest. They do not see who you are. The operator's public filing lists every owner's name and acreage, so a person who studies it may be able to work out who you are from the size shown, and you accept that when you mark an interest as open.

5.11 Offers through the Service. A user may send an offer to buy or to lease an interest that an owner has marked as open. An offer states a price for each net royalty acre, or lease terms: a bonus for each net mineral acre, a royalty rate, a primary and a secondary term, and whether the royalty is on gross proceeds or net of costs. For now offers are taken for Ohio interests only. The owner sees the offer with the name and contact details of the user who sent it, and decides whether to respond. The user who sent it does not learn who the owner is unless the owner chooses to make contact. An offer is an indication of interest only. It is not a contract and binds no one until the parties sign their own written agreement. We are not a broker, agent or adviser, and we are not a party to any transaction. We do not verify any user, offer, title or interest, and we do not recommend any offer. We may read, keep and use offers as this Section 5 allows.

5.12 Feedback. Any feedback, idea or suggestion you give us is ours to use freely without obligation to you.

6. Your responsibilities

6.1 You are the actor. You, and not BasinDesk, are the caller of every call, the sender of every letter and message, and the requester of every lookup made through your account. We provide tools. We do not decide whom you contact, what you say, or whether a contact is lawful.

6.2 Legal compliance. You are solely responsible for your organization's compliance with every law that applies to your use of the Service, including laws about telephone calls and Do Not Call lists, automated dialing, caller identification, call recording, mail and advertising, offers to buy or lease property or mineral interests, consumer protection, privacy and data protection, licensing, and the use of personal information. We do not provide legal advice, and nothing in the Service, including any flag, warning, default, template, example or suggestion, is a statement that a particular use is lawful.

6.3 Acceptable use. You will follow the Acceptable Use Policy, which is part of these Terms.

7. Lookup providers

7.1 The Service may let you connect an account that you hold with a third-party lookup provider, using a key or credential that you supply. You authorize us to send requests to that provider on your behalf and to store the results in your account.

7.2 The provider is your supplier, not ours. You are responsible for the provider's fees, for following its terms, and for having a lawful purpose for every request. We do not sell, supply, verify or stand behind any lookup result. Results may be wrong or may belong to a different person.

7.3 You are responsible for the keys you supply. We store them using encryption and do not display them again. You may remove a key at any time.

8. Calling

8.1 How it works. Calling tools connect a telephone you control to the number you choose to call, one call at a time, and present a telephone number that you have confirmed is yours as the caller identification. You will present only a number that is assigned to you and at which you can be reached.

8.2 Your calls, your compliance. Before you call anyone you are responsible for deciding whether the call is lawful, including whether the number is on a federal or state Do Not Call list, whether an exemption applies, whether consent is required, what hours are permitted, what you must say on the call, and whether the person has asked you not to call.

8.3 Flags are a convenience. Any indication in the Service that a number is or is not on a Do Not Call list, is a mobile or landline number, or belongs to a particular person, is provided for convenience from sources we do not control. It may be wrong or out of date. The absence of a flag is not a statement that a number may be called.

8.4 Calling a flagged number. The Service may allow you to call a number that is flagged as being on a Do Not Call list only after the user placing the call has completed the separate Do Not Call Acknowledgment. By calling a flagged number you represent that you have a lawful basis to do so, and you accept sole responsibility for the call.

8.5 Requests to stop. When a person asks not to be called again, you will record it in the Service at once and will not call that person again. We may block calls to numbers recorded this way.

8.6 Recording. If a recording feature is offered and you turn it on, you are responsible for every notice and consent that the law requires where you and the other person are located.

8.7 Not for emergencies. Calling tools cannot be used to reach emergency services.

9. Mail

9.1 How it works. Mail tools let you prepare a letter, see a proof, and have it printed and mailed through print and mail providers that we choose. Letters are printed in color and mailed first class unless we state otherwise.

9.2 You are the sender. Every letter is your letter. You are responsible for its content, its accuracy, every statement and offer in it, the list of people it goes to, and its compliance with the law. The return address must be an address of your organization at which you receive mail.

9.3 The proof is final. You are responsible for reviewing the proof. Once you release a letter or a batch we may not be able to stop it, and the charge stands whether or not it can be stopped.

9.4 Pricing and page counts. Letters are charged for each piece and each page as actually rendered. The same template may produce a different number of pages for different recipients.

9.5 Delivery. We do not promise that a letter will be delivered, delivered by any date, or delivered to the intended person. Addresses that cannot be verified may be skipped. Delivery is by the United States Postal Service and is outside our control.

9.6 Our right to refuse. We may review, hold, refuse or cancel any letter, template or batch, at any time and for any reason, including content that we consider deceptive, unlawful or a risk to us or our providers. We are not obliged to review anything, and a letter that we mail is not approved by us.

9.7 Records. We may keep a copy of every letter sent through the Service and may show it in your account.

10. Artificial intelligence features

10.1 Features that use artificial intelligence, including reading filings, suggesting fields for a template, improving a template, and reading a website you point us to, produce output automatically. Output may be inaccurate, incomplete, unsuitable, similar to output given to others, or unlawful to use as written. You are responsible for reviewing all output before you use it, and for everything you send.

10.2 Where a charge applies it is charged for each use, whether or not you keep or use what is produced.

10.3 You confirm that you have the right to have us read and use any website, document or other material you point us to or upload.

10.4 Document review. The Service lets you upload a document, such as a lease, a deed, a division order, a revenue statement or an offer, and ask for something to be made from it: a summary, suggested changes, an analysis, or something you describe in your own words (a "Document Result"). Document Results are produced by artificial intelligence, automatically. No person reviews them. A second and a third automated pass may compare a Document Result with your request. Those passes are also artificial intelligence, and they do not make a Document Result reliable.

10.5 Not legal advice. BasinDesk is not a law firm, does not practice law, and does not give legal, tax, accounting, investment or other professional advice. No Document Result, and nothing else in the Service, is legal advice or a substitute for an attorney. Using the Service creates no attorney-client relationship with anyone and no duty of the kind an attorney owes a client. A Document Result may be wrong, incomplete or out of date. It may misread a scanned page, miss a term that matters, or be wrong about the law of your state. It is general information that illustrates what a document appears to say. A Document Result may open with a short letter that lists concerns and next steps to consider. Those are general information of the same kind. They are not a recommendation to sign, refuse, accept or counter anything, and what you do is your decision.

10.6 Your promise to use an attorney. As a condition of using document review, you agree that before you sign, send, record, file, rely on or act on a document you uploaded, or on a Document Result or any wording in it, you will have it reviewed by an attorney licensed to practice in the state whose law governs it. You will not send suggested changes or replacement wording to anyone, as a counter-offer or as a final document, until that attorney has reviewed them. Before each request we ask you to confirm this and to tell us whether the document is a draft, a final version or already signed, and we record your confirmation with the date and time, your internet address and your browser. You bear all risk of using a document or a Document Result without that review.

10.7 Charges for document review. Before a request runs we show what it will cost: one amount, or the least and the most it can come to. The least we charge depends on the kind of document and on what you ask us to do with it. By starting the request you authorize a charge up to the most shown. The charge is made when the work is finished. It is never more than the most shown and never less than the least shown. If the work cannot be completed you are not charged. Once a Document Result is delivered, Section 10.2 applies: the charge is owed whether or not you use it. Document review is paid for from document credit, which you buy in advance in the amounts we offer. Document credit is a prepaid balance, and Section 4.5 applies to it.

10.8 What we read and keep from your documents. We read every document you upload: to tell what kind of document it is, and to record what it says about the interests of the person it concerns, for example well and property names, the operator, well numbers, decimal interest, location, acreage, royalty, and the bonus, price and terms of a lease or an offer ("Document Details"). Your uploads, Document Details and Document Results are Customer Data, and Section 5 applies to them, including our right to use what comes into the Service and your Do Not Market choice in Section 5.9. We do not show your uploads, your Document Details or your Document Results to other users. We keep the uploaded file as follows. A division order, a revenue statement, an oil and gas lease or an offer letter is kept, in compressed form. Any other document is kept for ninety days and then deleted. A file in which we detect a Social Security number, a payment card number or a bank account number is deleted once your Document Result has been made, or within twenty-four hours if you order nothing. That detection is automatic and may miss a number, so cover any such number before you upload a document. Document Details and Document Results stay with your account when a file is deleted.

11. Our materials

11.1 Apart from the rights expressly granted to you in these Terms, everything in the Service is and remains the property of [legal entity to be confirmed] or its licensors, including the software, design, layout, maps, compilations, structure, text we wrote, templates and examples we provide, tools, systems and know-how.

11.2 You may not copy, reproduce, modify, reverse engineer, host elsewhere or create derivative works from the Service, except for the exports the Service provides for your own internal use.

12. Suspension, termination and revocation

12.1 Our right to suspend or end the Service. We may suspend, limit, modify, revoke or terminate the Service, any feature, any letter, call or campaign, or your account or any user, in whole or in part, at any time, for any reason or for no reason, with or without notice, in our sole discretion. Reasons may include, without limitation, non-payment, a chargeback, a breach of these Terms, a complaint, a request from a carrier, provider or authority, a legal or reputational risk to us, or a change in our business.

12.2 Effect. When the Service ends, your access ends, including access to units you bought and to Customer Data. You remain responsible for all amounts owed through the effective date.

12.3 No liability. We are not liable to you or to anyone else for any suspension, modification, revocation or termination under this Section, including for any loss of business, data, content, contacts, goodwill or revenue.

12.4 Prepaid amounts. If we terminate your account for our own convenience, and not because of your breach, non-payment, a chargeback, a complaint or a third-party demand, we will refund the unused portion of any subscription and user fees you prepaid for the then-current period, prorated by day, and any unused prepaid balance. That refund is your sole remedy for such a termination. No other refund is owed on suspension or termination.

12.5 Survival. Sections 3.3 to 3.6, 3.9, 3.10, 3.11, 3.12, 4 (amounts owed), 5, 6, 10.5, 10.6, 10.8, 11, 12.3, 12.4, 13, 14, 15, 17 and 18 survive the end of the Service.

13. No warranties

13.1 THE SERVICE, THE DATA, EVERY MAP, RECORD, FIGURE, OWNERSHIP LIST, EXPORT, ALERT, FLAG, LOOKUP RESULT, LETTER, CALL, OUTPUT AND ALL OTHER MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, [LEGAL ENTITY TO BE CONFIRMED] DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, USAGE OR TRADE.

13.2 WITHOUT LIMITING THE ABOVE, WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR AVAILABLE AT ANY PARTICULAR TIME; THAT ANY RECORD, NAME, ADDRESS, NUMBER, BOUNDARY, DATE, FIGURE OR FLAG IS ACCURATE, CURRENT OR COMPLETE; THAT ANY PERSON LISTED OWNS ANY INTEREST; THAT ANY CALL OR LETTER IS LAWFUL OR WILL BE COMPLETED OR DELIVERED; THAT ANY PROJECTED CASH FLOW OR OTHER PROJECTION WILL BE REALIZED; THAT ANY DOCUMENT RESULT OR DOCUMENT DETAIL IS ACCURATE, COMPLETE, LAWFUL OR FIT TO SIGN, SEND OR RELY ON; OR THAT THE SERVICE WILL PRODUCE ANY CONTACT, LEAD, DEAL, SALE OR OTHER RESULT. NO ORAL OR WRITTEN INFORMATION OR ADVICE FROM US CREATES ANY WARRANTY.

13.3 Some jurisdictions do not allow the exclusion of certain warranties. To the extent such a law applies to you despite Section 2.1, the exclusions above apply to the fullest extent permitted and any non-excludable warranty is limited to thirty days from the date the Service is first provided.

14. Limitation of liability

14.1 TO THE FULLEST EXTENT PERMITTED BY LAW, [LEGAL ENTITY TO BE CONFIRMED] AND ITS OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS, SUPPLIERS AND AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, DEALS, CUSTOMERS, GOODWILL, DATA OR CONTENT, OR FOR ANY FINE, PENALTY OR STATUTORY DAMAGES IMPOSED ON YOU, OR FOR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF [LEGAL ENTITY TO BE CONFIRMED] AND THE PERSONS LISTED ABOVE FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE FEES YOU ACTUALLY PAID TO US FOR THE SERVICE IN THE THREE MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER. THESE LIMITS ARE A FUNDAMENTAL BASIS OF THE BARGAIN AND APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

14.3 Any claim arising out of or relating to these Terms or the Service must be brought within one year after it arises, or it is permanently barred.

15. Indemnification

You will defend, indemnify and hold harmless [legal entity to be confirmed] and its owners, officers, employees, contractors, suppliers and affiliates from and against all claims, demands, investigations, losses, liabilities, damages, penalties, fines, costs and expenses, including reasonable attorney fees, arising out of or relating to: Customer Data; every call, letter, message and lookup made through your account; any claim that a call, letter or message was unlawful, unwanted, deceptive or made without consent, including under any telephone, Do Not Call, mail, advertising, consumer protection or privacy law; your use of any data from the Service; your dealings with any owner, operator, provider or other third party; your breach of these Terms or of any law; or anything done by your users. We may take over the defense of any matter at your expense, and you will not settle any matter affecting us without our written consent.

16. Changes to these Terms

16.1 We may change these Terms at any time. The current version is always posted at [domain to be confirmed]/terms with its effective date. Changes take effect when posted unless the posting says otherwise. Where practical we will also tell you about a material change by email, but our failure to do so does not affect the change.

16.2 Your continued use of the Service after a change, including allowing a renewal to occur, is acceptance of the changed Terms. If you do not accept a change, your only remedy is to cancel under Section 4.10 before it takes effect for you.

16.3 Any other change to these Terms, and any waiver, must be in a writing signed by [legal entity to be confirmed]. Emails and messages from our staff do not change these Terms unless they expressly say that they do.

17. Governing law and disputes

17.1 These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of Colorado, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17.2 Before filing any claim, you agree to tell us about the dispute in writing and to work with us in good faith for thirty days to resolve it.

17.3 Any claim that is not resolved will be brought exclusively in the state or federal courts located in Denver County, Colorado, and you consent to their personal jurisdiction and venue. Either party may seek injunctive relief in any court to protect its intellectual property, its data or its confidential information.

17.4 TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL, AND ALL CLAIMS MUST BE BROUGHT IN A PARTY'S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING.

17.5 In any action to enforce these Terms or to collect amounts owed, the prevailing party is entitled to recover its reasonable attorney fees and costs.

18. General terms

Entire agreement. These Terms, together with the Privacy Policy, the Acceptable Use Policy, any Do Not Call Acknowledgment you complete and the order details shown when you pay, are the entire agreement between us about the Service and replace all earlier discussions, messages, proposals and agreements.

Order of precedence. If an order detail conflicts with these Terms, these Terms control unless the order expressly states that it overrides a specific section.

Assignment. You may not assign or transfer these Terms or your account without our written consent. We may assign or transfer these Terms, our rights under Section 5 and any data, in whole or in part, including to an affiliate or a buyer of our business, without notice or consent.

Independent parties. We are independent contractors. Nothing creates a partnership, joint venture, agency, fiduciary or employment relationship. We do not act as your agent when you call, mail or look anyone up.

Force majeure. We are not liable for any failure or delay caused by events beyond our reasonable control, including acts of third-party providers, carriers, the Postal Service and public agencies, outages, attacks, labor disputes, weather, disaster, epidemic, war, or acts of government.

Severability. If any provision is held unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions remain in full force.

No waiver. Our failure or delay in enforcing any provision is not a waiver of it or of any other provision.

Notices. We may give notice to you by email to the address on your account, by a message in the Service, or by posting on [domain to be confirmed]. You give notice to us at the contact in Section 19. Notices by email are effective when sent.

Interpretation. Headings are for convenience only. "Including" means "including without limitation." No rule of construction against the drafter applies.

19. Contact

[legal entity to be confirmed], [mailing address to be confirmed]. [contact email to be confirmed]. The current version of these Terms is always at [domain to be confirmed]/terms.