Terms And Conditions | End User Access Agreement
Access to the Accu-Scribe proprietary, web-based drilling assembly measurement service and associated software (the “Software”) is provided under a license from Accu-Scribe, LLC (“Accu-Scribe”) along with related services associated with hosting and maintaining the Software via Accu-Scribe’s proprietary SaaS platform (the “Services”). In addition to the terms and conditions below, you must comply with all Accu-Scribe terms, conditions and policies, including, without limitation, Accu-Scribe Terms of Use and Privacy Policy.

THESE TERMS OF USE ARE A BINDING AGREEMENT BETWEEN YOU AND AND ACCU-SCRIBE. PLEASE READ CAREFULLY BEFORE USING THE SOFTWARE. BY USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT CLICK “AGREE” AND DO NOT USE THE SOFTWARE.

The Software may contain graphics, images, visualizations, document layouts, artwork, text, fonts, music, software tools, and other information (referred to herein as “Content”). The Software and all Content is the copyrighted property of Accu-Scribe, and/or its licensors. All rights in the Services, the Software, and the Content are reserved worldwide. It is strictly prohibited to retain, copy, distribute, publish, or use any portion of the Software or the Content except as expressly allowed in this Agreement.

By using the Software, you agree to the following:

1. General. The Software and Content are licensed, not sold, to you by Accu-Scribe, LLC ("Accu-Scribe") for use only under the terms of this Agreement. Accu-Scribe and/or its licensors retain ownership of the Software itself and reserve all rights not expressly granted to you. These terms will govern any software upgrades provided by Accu-Scribe that replace and/or supplement the Services, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern. Title and intellectual property rights in and to the Software and any content displayed by or accessed through the Software belongs to Accu-Scribe. The Software and the Content are protected by copyright or other intellectual property laws and treaties, and may be subject to additional terms of use of the party providing the Software.

2. Permitted License Uses and Restrictions. Subject to the terms and conditions of this Agreement you are granted a limited non-exclusive license to use the Services solely for their intended purpose and solely as provided. You may not use the Software or Services for any other purpose, nor may you make copies of, link, compile or otherwise combine the Software with your own programs, modify, rent, release, lend, sublicense, or otherwise redistribute the Software, in whole or in part. Any attempt to do so is a violation of the rights of Accu-Scribe and its licensors. You agree that the Software and Services contain proprietary content, information and material that is owned by Accu-Scribe and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary content, information or materials in any way whatsoever except for permitted use of the Services or in any manner that is inconsistent with the terms of this Agreement or that infringes any intellectual property rights of a third party or Accu-Scribe. No portion of the Software, Services or Content may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Software, Services or Content, in any manner, and you shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, using the Services to transmit any computer viruses, worms, Trojan horses or other malware, or by trespass or burdening network capacity. You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame, or otherwise infringe or violate the rights of any other party, and that Accu-Scribe is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive, infringing, or illegal messages or transmissions that you may receive as a result of using any of the Services.

3. Consent to Use of Data. You agree that Accu-Scribe and its affiliates and agents may collect, maintain, process and use diagnostic, technical, usage and related information, including but not limited to information about your computer, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to you (if any) related to the Software, and to verify compliance with the terms of this License. Accu-Scribe may use this information to provide and improve its products and services. In order to enable Accu-Scribe' partners and third-party developers to improve their software, hardware and services designed for use with Accu-Scribe products, Accu-Scribe may also provide any such partner or third-party developer with a subset of diagnostic information that is relevant to that partner’s or developer’s software, hardware and/or services, as long as the diagnostic information is in a form that does not personally identify you. Any information collected relating to voluntary users of the system, including email addresses and third-party public information shall be the exclusive and confidential property of Accu-Scribe and Accu-Scribe may collect, harvest, analyze, and use such data for Accu-Scribe marketing purposes. You agree that you will not attempt to use such data for any purpose without the express written permission of Accu-Scribe. At all times your information will be treated in accordance with the Accu-Scribe Privacy Policy which can be viewed at: http://www.accuscribe.us/. 

4. Termination. This Agreement is effective until terminated. Your right to access and use the Services will terminate automatically or otherwise cease to be effective without notice from Accu-Scribe if you fail to comply with any term (s) of this Agreement. Upon the termination of this Agreement, you shall cease all use of the Services for any reason. Sections 3, 4, 5, 6, and 8 of this Agreement survive any such termination.

5. Disclaimer of Warranties.

5.1 YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE ACCU-SCRIBE SOFTWARE AND SERVICES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU.

5.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND ANY ACCU-SCRIBE OR THIRD-PARTY SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND ACCU-SCRIBE AND ACCU-SCRIBE' LICENSORS (COLLECTIVELY REFERRED TO AS “ACCU-SCRIBE” FOR THE PURPOSES OF SECTIONS 5 & 6) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE AND SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.

5.3 ACCU-SCRIBE DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE AND SERVICES, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE ACCU-SCRIBE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY SERVICE WILL CONTINUE TO BE MADE AVAILABLE, THAT THE SOFTWARE OR SERVICES WILL BE COMPATIBLE WITH THIRD-PARTY SOFTWARE OR OTHER THIRD-PARTY SERVICES, OR THAT DEFECTS IN THE SOFTWARE OR SERVICES WILL BE CORRECTED.

5.4 NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ACCU-SCRIBE OR AN ACCU-SCRIBE AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY.

6. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL ACCU-SCRIBE BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, FAILURE TO TRANSMIT OR RECEIVE ANY DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SOFTWARE AND SERVICES OR ANY THIRD-PARTY SOFTWARE OR APPLICATIONS IN CONJUNCTION WITH THE SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF ACCU-SCRIBE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL ACCU-SCRIBE' TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

7. Export Control. The Software may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Software, you represent and warrant that you are not located in any such country or on any such list.

8. Controlling Law. This Agreement will be governed by and construed in accordance with the laws of the State of Texas, excluding its conflict of law principles.

9. Complete Agreement; Governing Language. This Terms of Use Agreement constitutes the entire agreement between you and Accu-Scribe relating to the Services and the Software and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this Agreement will be binding unless in writing and signed by Accu-Scribe.