These Terms of Use (the “Terms”) are a legal agreement between you and Well Data Labs, Inc. (“Well Data Labs”, “we”, “our”, or “us”) governing your access to and use of our website located at WellDataLabs.com (the “Site”). The Site and the online and offline services which Well Data Labs provides to you in connection with the Site are referred to as the “Services”.

If you're using our Services for an organization, you're agreeing to these Terms on behalf of that organization. If you are accessing the Site or using the Service on behalf of a third party that has entered into Well Data Labs’ Online Services Agreement or a separate agreement with Well Data Labs in connection with the Services (each a “Services Agreement”), your use of the Site and Services will also be subject to the terms and conditions of the Services Agreement. Any conflict between these Terms and the Services Agreement shall be resolved in favor of the Services Agreement.

BY REGISTERING FOR THE SITE OR SERVICE, OR BY OTHERWISE ACCESSING THE SITE OR USING ANY OF THE SERVICES: (A) YOU AGREE TO BE BOUND BY THESE TERMS AND THE CODE OF CONDUCT, AND (B) YOU REPRESENT AND CERTIFY THAT YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT AND ARE NOT A PERSON BARRED FROM RECEIVING SERVICES UNDER THE LAWS OF THE UNITED STATES OR OTHER APPLICABLE JURISDICTIONS.

1. REGISTRATION. You may access certain online features of the Services through your account on the Site (your “Account”). You may log into your Account using a unique username and password. You are responsible for safeguarding your password and you agree not to disclose your password to any third party. You are solely responsible for any actions taken under your username. You agree that the information that you provide to Well Data Labs about yourself upon registration of your Account, and at all other times, (“Customer Data”) will be true, accurate, current and complete, and you further agree that you will maintain and promptly update the Customer Data to ensure that it remains true, accurate, current and complete. You may not impersonate any other person or use a username or password that you are not authorized to use. Well Data Labs reserves the right to require you to change your password for any reason at any time. If you become aware of any unauthorized use of your Account, you agree to notify Well Data Labs immediately at support@welldatalabs.com

2. YOUR CONTENT. In connection with your access to, or use of, the Services, you may have the opportunity upload certain information, data, documents, and other materials (“Content”). As between you and Well Data Labs, you remain the owner of all Content that you make available in connection with the Services. You unconditionally grant to Well Data Labs all rights to your Content necessary to perform the Services. You represent and warrant to Well Data Labs that you have all rights necessary to provide the license and make the Content available in connection with the Services.

3. REVIEW OF CONTENT AND MATERIALS. We may review your conduct and content for compliance with these Terms and our Code of Conduct. However, we have no obligation to do so. We aren’t responsible for your compliance with these Terms or the Code of Conduct, or any other party’s compliance with these Terms or the Code of Conduct.

4. THIRD PARTY SOFTWARE AND LINKING. Although we may make software, hyperlinks, and other products of third-party companies available to you, your use of such products is subject to the respective terms and conditions imposed by the third party owning, manufacturing or distributing such products, and the agreement for your use will be between you and such third party. Well Data Labs makes no warranty with regard to the products or websites of any other entity. Well Data Labs has no control over the content or availability of any third-party software or website. In particular, (a) Well Data Labs makes no warranty that any third-party software you download or web site you visit will be free of any contaminating or destructive code, such as viruses, worms or Trojan horses and (b) it is your responsibility to become familiar with any web site's privacy and other policies and terms of service, and to contact that site's webmaster or site administrator with any concerns.

5. SUSPENSION AND TERMINATION. Well Data Labs reserves the right to suspend, modify, or terminate your access to and use of the Services, at any time, without notice. Further, you agree that Well Data Labs shall not be liable to you or any third party for any termination, modification, or suspension of your access to the Services.

6. PRIVACY. Well Data Labs respects the privacy of its users. Well Data Labs collects, uses and discloses information about you in accordance with the Well Data Labs Privacy Policy (“Privacy Policy”). You understand and agree that, notwithstanding any measures taken to prevent unauthorized disclosure, use of or connection to the Internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to confidential information. Accordingly, Well Data Labs cannot and does not guarantee the privacy, security or authenticity of any information so transmitted over or stored in any system connected to the Internet.

7. DISCLAIMERS. THE SERVICES AVAILABLE THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND. WELL DATA LABS EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE OR SERVICES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

8. PROPRIETARY AND PRIVACY PROTECTION FOR OTHER USERS’ CONTENT ON THE SITE. Well Data Labs hereby notifies you that all the information, content, image files, software and materials on the Site may be protected by U.S. and international copyright and other intellectual property laws and by other applicable laws, including privacy laws. You may not copy or distribute such material without the written consent of Well Data Labs.

9. INDEMNITY. You agree to indemnify, and hold Well Data Labs, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable attorney's fees and costs, arising out of or in any way connected with (a) your access to or use of the Site or Services; (b) your violation of these Terms; (c) your violation of any third party right, including without limitation any intellectual property right or any publicity, confidentiality, property or privacy right; (d) any claim that your use of the Site or Services caused damage to a third party, or (e) any incorrect or fraudulent statements or information you provide in connection with the Services.

10. LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WELL DATA LABS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING TO THE SERVICES. OUR TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THE SERVICES WILL NOT EXCEED $100. EXCEPT FOR ANY LIABILITY FOR WELL DATA LABS’ FRAUD, FRAUDULENT MISREPRESENTATION, OR GROSS NEGLIGENCE, IN NO EVENT WILL WELL DATA LABS, ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS BE LIABLE FOR: (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR (B) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS, REGARDLESS OF LEGAL THEORY.

THIS LIMITATION APPLIES REGARDLESS OF WHETHER OR NOT WELL DATA LABS OR ANY OF ITS AFFILIATES HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

SOME PLACES DON'T ALLOW THE TYPES OF LIMITATIONS IN THIS PARAGRAPH, SO THEY MAY NOT APPLY TO YOU.

11. GENERAL.

11.1 Modification. Well Data Labs may modify these Terms at any time. Modifications become effective immediately upon your first access to or use of the Services after the “Last Revised” date at the top of these Terms. Your continued access to or use of the Services after the modifications have become effective will be deemed your conclusive acceptance of the modified Terms. If you do not agree with the modifications, do not access or use the Services.

11.2 Applicable Law and Dispute Resolution. These Terms shall be governed by the laws of the State of Colorado without giving effect to any conflict of laws principles that may require the application of the law of another jurisdiction. If you believe that Well Data Labs has not adhered to these Terms, please contact us by e-mail at legal@welldatalabs.com. We will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation. If you and Well Data Labs are unable to reach a resolution to the dispute, you and Well Data Labs will settle the dispute exclusively under the rules of the American Arbitration Association (www.adr.org) at its Denver, Colorado office. Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT IF EITHER PARTY ELECTS TO ARBITRATE, NEITHER PARTY WILL HAVE THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL. YOU AND WELL DATA LABS AGREE THAT ANY ARBITRATION WILL BE LIMITED TO THE DISPUTE BETWEEN WELL DATA LABS AND YOU INDIVIDUALLY. YOU ACKNOWLEDGE AND AGREE THAT YOU AND WELL DATA LABS ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and Well Data Labs otherwise agree in writing, an arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Site or the Services or these Terms must be brought, if at all, within one year from the accrual of the claim or cause of action or be forever barred.

11.3 Contact. Well Data Labs is located in Denver, Colorado. Any questions, comments or suggestions, including any report of violation of these Terms should be provided to the Administrator as follows:

By E-mail: legal@welldatalabs.com

11.4 Entire Agreement. These Terms, along with any Services Agreement (if applicable) constitute the entire agreement between you and Well Data Labs governing your use of the Services, superseding any prior agreements between you and Well Data Labs. The failure of Well Data Labs 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 found by a court of competent jurisdiction to be invalid, you and Well Data Labs nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms shall remain in full force and effect.

This Code of Conduct is a part of the End User Terms of Use governing your access to, and use of, the Services provided by Well Data Labs. Capitalized terms used but not disclosed in this Code of Conduct have the meaning provided in the Terms of Use.

You agree not to misuse the Services or help or encourage any other party to misuse the Services. For example, and without limitation, you may not: