IMPORTANT
PLEASE READ THIS SUBSCRIPTION AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE USING THE ROUSTABOUT SOFTWARE, LLC SOFTWARE PLATFORM. BY CLICKING THE “LOGIN” BUTTON, AND/OR EXECUTING A SALES ORDER FORM INCORPORATING THIS AGREEMENT, AND/OR ACCESSING ROUSTABOUT SOFTWARE, LLC’S PROPRIETARY INTERNET OILFIELD SERVICE SOFTWARE (“THE SERVICE”), YOU ARE ACCEPTING THE TERMS AND CONDITIONS OF THIS AGREEMENT AND AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. If you are signing for the service on behalf of an organization (“Customer”), you represent you are duly authorized to represent the organization and accept the terms and conditions of the Agreement on behalf of Customer. By your acceptance, a binding contract is then formed between ROUSTABOUT Software, LLC and Customer in accordance with the terms and conditions of this Agreement. You personally agree not to commit or encourage any violation of the Agreement between Roustabout Software, LLC and Customer. If you are entering into this Agreement on behalf of Customer, the terms “you” or “your” in this Agreement means Customer and all of its employees. If you are signing for the Service on your own behalf, or if you are not authorized to represent the organization on whose behalf you purport to sign, you agree you are personally bound by this Agreement. YOU AGREE TO CHECK FOR UPDATES TO THIS AGREEMENT PRIOR TO RENEWAL. BY USING THIS WEBSITE OR THE SERVICE, YOU INDICATE YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT USE THIS WEBSITE OR THE SERVICE. THE FOLLOWING ARE THE TERMS AND CONDITIONS FOR ACCESS TO THIS WEBSITE AND USE OF THE SERVICE. BY LOGGING ONTO THE WEBSITE OR ACCESSING THE SERVICE THROUGH ANY INTERFACE, YOU ACCEPT THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT.
RECITALS:
WHEREAS, Roustabout Software, LLC intends to provide Customer with cloud based field data and billing management software as provided in this Agreement.
WHEREAS, Customer agrees to compensate Roustabout Software, LLC for the Software in accordance with this Agreement.
NOW THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
Article I
Definitions
1.1 “Content” means all Customer information, data or other materials stored and/or entered into the software.
1.2 “Services” means the access to, transmission and storage of Customer Content from Customer’s local computer(s) to off-site servers and software maintained and provided by Roustabout Software, LLC through the use of the Internet and cloud based software.
Article II
Term
2.1 Initial Term: The term of this agreement shall be for 1 year commencing on the effective date and monthly thereafter.
2.2 Termination: This Agreement shall terminate upon the occurrence of any one of the following:
(a) the execution by both parties of a written agreement terminating this Agreement;
(b) at the option of either party in the event the other party breaches any of the terms or conditions of this Agreement and such breach is not cured within ten (10) days after written notice thereof;
(c) Beyond the initial term of this agreement, Customer may cancel service at any time providing that a 30 day notification has been delivered in writing and all outstanding software charges have been paid.
2.3 Suspension, Transfer and Modification: Roustabout Software, LLC maintains the right to upgrade, enhance, and add new features or functionalities with respect to the Services at any time and at Roustabout Software, LLC sole option. Should Roustabout Software, LLC elect to modify the Services, this Agreement shall remain in full force and effect and the parties shall remain bound by the terms and conditions as set forth herein, subject to the modification(s). Roustabout Software, LLC will notify Customer of any major pending user interface changes resulting from such replacement, modifications, and upgrades at least ten (10) days in advance of releasing such change.
Article III
Services
3.1 Services: Roustabout Software, LLC agrees to provide Customer with cloud based field data and billing management software. These Software Services shall include the transmission of Customer Content from Customer’s local computers to off-site servers maintained and provided by Roustabout Software, LLC through the use of the Internet. Customer’s Content will be stored on said servers for the Term of this Agreement. Customer shall have access to the Content on Roustabout Software, LLC servers during the Term subject to the terms and conditions of this Agreement using the software. Roustabout Software, LLC shall provide the server hardware and software required to provide the Services. Roustabout Software, LLC will provide startup training sessions via phone or remote computer control. In the event Customer wishes to have onsite training such training may be provided at Roustabout Software, LLC discretion at a fee to be agreed upon at the time of purchase.
Software, LLC shall provide the server hardware and software required to provide the Services. Roustabout Software, LLC will provide startup training sessions via phone or remote computer control. In the event Customer wishes to have onsite training such training may be provided at Roustabout Software, LLC discretion at a fee to be agreed upon at the time of purchase.
3.2 Users: Roustabout Software, LLC shall provide Customer with access for an unlimited number of users to facilitate Customer’s use of the Software Services.
3.3 Equipment: Customer agrees to provide the following: (1) except as otherwise provided in this Agreement, all computer hardware, computer software and equipment necessary for Customer to establish a connection to the Internet, including, without limitation, a computer and modem; and (2) a connection to the Internet. Customer shall be responsible for any and all expenses associated with said connection to the Internet.
Article IV
Compensation and Fees
4.1 Compensation: Customer agrees to pay all applicable fees as specified in Customer’s Agreement.
4.2 Payment due is to be received within thirty (30) days after invoice.
4.3 Roustabout Software, LLC reserves the right to disable Customer’s Account immediately if Customer fails to make payments for the Service by the day said payments are due.
4.4 All fees paid are not refundable. However, if Roustabout Software, LLC terminates or cancels the Service or Agreement, with or without cause, Roustabout Software, LLC shall refund Customer the unused portion of the fees remaining for the Agreement’s term (excluding any setup fees).
4.5 The agreed upon monthly fee is based on a predetermined number of trucks, inventory items, and/or yards (See current Service Agreement). If more than the agreed upon trucks, inventory items, and/or yards are tracked in the system for 2 consecutive months, then an increase in monthly service charge will apply.
4.6 Upon any termination of service, all outstanding payments must be received before monthly billing will cease.
Article V
Limitation of Liability
5.1 Roustabout Software, LLC shall not be held liable for any loss, monetary or non-monetary, related to the Services, including without limitation, the following:
(a)termination of this agreement as provided in Section 2.2;
(b)Customer’s use or inability to use the Services;
(c)interruption of Customer’s business or business activities due to the Services;
(d) any interruption in Services due to loss of electricity or internet connectivity;
(e) errors in transmission, non-delivery, destruction or alteration of the Content;
(f) Services;
(g) any interruption or malfunction of Customer’s hardware or software used in connection with the Services regardless of fault;
(h) any interruption or malfunction of Roustabout Software, LLC hardware or Software used in connection with the Services regardless of fault;
(i) any unauthorized access obtained to the Content in connection with the Services;
(j) any spillage of water at any location for any reason, regardless of the fault of either party hereto; and
(k) any incident related to the usage of a Roustabout Software, LLC mobile app.
This provision does not apply to injuries to Customer caused, either directly or indirectly, by Roustabout Software, LLC intentional or reckless conduct or Roustabout Software, LLC gross negligence. In the event that any damages arise, the limit of Roustabout Software, LLC liability will be a maximum of the latest 12 months of charges for the service.
Article VI.
Miscellaneous
6.1 Internet Regulation: Customer’s use of the Services is subject to all applicable local, state, national and international laws and regulations. Customer shall comply with all United States laws regarding the transmission of technical data exported from the United States. The Services make use of the Internet to send and receive certain messages; therefore, Customer’s conduct may be subject to Internet regulations, policies and procedures. Customer shall not use the Services to engage in or assist or encourage others to engage in illegal, harassing or abusive conduct.
6.2 User Conduct: Roustabout Software, LLC does not endorse or control the Content transmitted via the Services and, as such, does not guarantee the accuracy, legality, or quality of such Content. Roustabout Software, LLC shall not be liable for any Content that includes illegal or inappropriate material of any type whatsoever.
6.3 Software Modifications: Roustabout Software, LLC shall not be liable for any partial or total failure in the data management process as a result of any modifications to the Software not made or authorized by Roustabout Software, LLC.
6.4 Indemnification: Customer, binding its heirs, executors, administrators, estate, agents and assigns, does hereby agree to completely and wholly release, indemnify and hold harmless Roustabout Software, LLC, its officers, agents, independent contractors and employees from any and all claims, damages, courses of action of any kind whatsoever, statutory or otherwise, personal injury, including death, property damage, lawsuits and judgments, including court costs, expenses and reasonable attorney’s fees, and all other expenses resulting directly or indirectly from the Services under this Agreement including without limitation the actions, omissions and activities of the Customer in connection with the Services, or which may be sustained by reason of any act or omission on the part of the Customer, its employees, agents and/or independent contractors, or by anyone acting directly or indirectly employed by any of them, or by anyone for whose acts or omissions any of them may be liable, or for any damages or loss profits as a result of the Services provided in this Agreement. It is the understanding of all parties that this release and indemnity shall apply whether or not the claims, damages, causes of action of any kind whatsoever, statutory or otherwise, personal injury, including deaths, property damage, lawsuits, judgments, court costs, attorney’s fees or any other expense arise directly or indirectly from the negligence of whatever nature, omissions, willful or intentional acts of the Customer or Customer’s officers, agents, employees, independent contractors, representatives, invitees, licensees, or guests.
6.5 Representations and Warranties: Customer understands that Roustabout Software, LLC does not make any representations or warranties except as provided in this Agreement. Customer further agrees that the Services may not meet all the requirements of the Customer.
6.6 Severability: In the event any section, subsection, paragraph, sentence, phrase or word herein is held invalid, illegal or unconstitutional, the balance of this Agreement shall be enforceable and shall be enforced as if the parties intended at all times to delete said invalid section, subsection, paragraph, sentence, phrase or word.
6.7 Governing Law: The validity of this Agreement shall be governed by the law of the State of Oklahoma; any venue for any action shall be in Pontotoc County, Oklahoma. The parties consent to the jurisdiction of Oklahoma Courts for any action.
6.8 Recitals: The recitals of this Agreement are incorporated herein.
6.9 Successor and Assigns: This Agreement shall be binding on and inure to the benefit of the parties to it and their representatives, heirs, executors, administrators, legal representatives, successors, and assigns.
6.10 Assignment and Use: Customer may not assign This Agreement without the prior written consent of Roustabout Software, LLC.
6.11 Entire Agreement: This Agreement constitutes the entire Agreement between Customer and Roustabout Software, LLC, and shall not be amended, altered, or changed, except by written agreement signed by the parties hereto, the provisions of this Agreement shall be serviceable so that the invalidity and forceful waiver of any of the provisions shall not affect the remaining provisions.
6.12 Survival of Covenants: Any of the representations, warranties, covenants, and obligations of the parties, as well as any rights and benefits of the parties, pertaining to a period of time following the termination of this Agreement shall survive termination.
6.13 Disclosure and Use of Information: Roustabout Software, LLC shall keep information that Customer provides or that Roustabout Software, LLC otherwise maintains confidential and shall not disclose such information to third parties, except that Roustabout Software, LLC may provide Customer’s information to such public or private third parties as may be required to comply with applicable laws, regulations, or court orders, including, but not limited to, (i) responding to criminal and civil subpoenas and court orders that reasonably appear to be valid; and (ii) as necessary to protect the rights, property, or safety of Roustabout Software, LLC, our users, or others, whether during or after the term of your use of the Service. Roustabout Software, LLC shall promptly notify Customer upon receipt of any request for Customer’s information by a third party or within a reasonable time before Roustabout Software, LLC plans to disclose Customer’s information to a third party.
