SELECT WATER SOLUTIONS
WEBSITE TERMS OF USE
Last Updated: June 10, 2024
1. AGREEMENT BETWEEN YOU AND SWS
Select Water Solutions, Inc., including its parents, subsidiaries and affiliates, (collectively referred to as “SWS”) offers users access to the SWS website available at https://www.selectwater.com/, the Portal (as defined below), Communication Services (as defined below) and associated features, functionalities and Content (as defined below) (collectively, the “Services”). By visiting or using the Services, you assent to these Select Water Solutions Website Terms of Use (the “Terms”) and the SWS Privacy Statement, which is incorporated herein by reference, (collectively, the “Agreement”) and you confirm that you are of legal age in your state/country to do so. To the extent that you have entered into a Master Services Agreement or similar agreement with SWS for the provision of Services, then to the extent of any conflict between this Agreement and that Services Agreement, the Services Agreement will control.
If you disagree with these Terms or the SWS Privacy Statement, you must discontinue your use of the Services and terminate your account (if applicable), which you are free to do at any time.
2. ACCOUNT RESPONSIBILITIES
You are solely responsible for maintaining the confidentiality of any account access credentials provided by SWS. You may not share your account access credentials with others, and you are responsible for all actions taken on or in connection with your account. You must inform SWS immediately if there is any unauthorized use of your account. You are responsible for anything that happens by or through your account, regardless of whether it was with or without your permission.
3. SWS PORTAL
◦ Portal Access. You may request entry and account access credentials to the SWS product purchase and tracking portal (the “Portal”) which is reserved for customers of SWS (“Commercial Customers”), that have negotiated a separate, legally binding agreement with SWS, which sets forth the legal and business terms for procuring such products from SWS (each, a “Product Purchase Agreement”). If granted access by SWS (in its sole discretion), Commercial Customers may be able to place new, track existing and view past product orders.
◦ Portal Sales. All product sales through the Portal will be governed by the applicable Product Purchase Agreement between the Commercial Customer and SWS.
4. COMMUNICATION SERVICES
◦ Use of Communication Services. The Services may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars and/or other message or communication facilities (collectively, “Communication Services”) designed to enable you to communicate with the public at large or with a group. You may only use the Communication Services to post, send and receive messages and material that are proper and related to a particular Communication Service.
◦ No Obligation to Monitor. SWS has no obligation to monitor the Communication Services. However, SWS reserves the right to review materials posted to the Communication Services and to remove any materials for any reason, in its sole discretion.
◦ Limitations of Use of Other’s Content. User Contributions submitted by others to a Communication Service may be subject to posted and non-posted limitations including intellectual property protections. You are responsible for adhering to such limitations if you download or use such User Contributions.
5. OWNERSHIP AND USE OF THE SERVICES
◦ Service Materials. Except for User Contributions (as defined below), all of the content within the Services, including all software, scripts, code, content, data, user interfaces, design, graphics, look and feel of the Services and any buttons, text, icons, images, video clips, audio clips, sounds, pictures, sketches, animations, advertising copy and interactive features contained therein (collectively, “Content”) are owned by SWS or SWS’s third-party licensors.
◦ Limited License. Subject to your strict compliance with this Agreement, SWS hereby grants you a limited, revocable, non-sublicensable and non-transferable license to: (a) access, view and download (in temporary storage only) the Content on supported devices; (b) copy Content from the Services, solely without the aid of any automated processes and only as necessary for your personal non-commercial use to view, save, print or e-mail such information; and (c) download, access and use the Services on your mobile device solely for your personal, non-commercial use and for the limited purpose of viewing Content on the Services (the foregoing, the “Limited License”).
◦ License Term. The Limited License will remain in effect unless and until SWS or you terminate this Agreement, the Limited License or your account. SWS reserves the right to monitor your use of the Services and to alter or revoke the Limited License or your access to the Content at any time and for any reason. SWS also reserves the right to take down any Content in violation of this Agreement or SWS’s intellectual property rights. Providing this Limited License does not constitute a waiver of any of SWS’s rights to the Content.
6. INTELLECTUAL PROPERTY RIGHTS
◦ Ownership. All right, title and interest in and to any trademarks, logos, trade names, trade dress, service marks and trade identities of various parties (collectively, “Marks”), the Services and all Third-Party Materials (as defined below) contained on or within the Services are the property of SWS, SWS’s licensors or certain third parties, all of which are protected by U.S. and international copyright, trademark and other intellectual property laws. SWS, SWS’s licensors and such other third parties reserve all rights in and to the Marks, Services, Third-Party Materials and Content, and you may not make use of the Marks, Services, Third-Party Materials or Content except as explicitly granted in this Agreement. You may not remove, obscure or modify any copyright or other intellectual property notices that appear on or in the Services or Content. Unauthorized use of the Services, Marks, Third-Party Materials or Content may constitute a breach of copyright, trademark or other intellectual property laws and may subject you to criminal or civil charges and penalties.
◦ Trademark Restrictions. You do not acquire a license or any ownership rights to any Marks through your access or use of the Services or Content. You may not use any meta-tags or other hidden text using any of the Marks. You will not take any action in derogation of SWS’s rights in the Marks, including, but not limited to, using any Mark in a confusing or disparaging manner, or applying to register any trademark, trade name, service mark or other designation anywhere in the world that is confusingly similar to any Mark.
7. USER CONTRIBUTIONS
If you choose to submit information or material, including pictures, text, videos, comments, questions or other content to the Services, including to the Communication Services (each, a “User Contribution”), you own such User Contributions, but when you post them, you grant to SWS a non-exclusive, unrestricted, irrevocable, perpetual, transferrable, sublicensable, fully paid up, royalty-free license to use, reproduce, display, perform, modify, transmit, create derivate works of, use and distribute such User Contributions for any purpose, including any commercial use. You hereby irrevocably waive, to the fullest extent permitted by applicable law, any claims and assertions of moral rights or attribution with respect to User Contributions. User Contributions are submitted by you without any restrictions or expectations of confidentiality (except as set forth in the SWS Privacy Statement). Deleted User Contributions may reside in SWS’s systems and in the Services to the extent they have been publicly posted or shared with others who have not deleted them unless you or the relevant individual request deletion or blocking of personal data associated with such User Contributions in accordance with applicable law.
By submitting User Contributions to SWS through the Services, you represent, warrant and covenant that:
◦ you own or control all rights in and to such User Contributions as you submitted, such that no other person or third party may also assert such rights;
◦ you have the right to confer the license granted in this Section, as applicable, to SWS and SWS’s service providers, and each of SWS’s respective licensees, successors and assigns;
◦ the User Contributions submitted do not violate any applicable federal, state, local or international law or regulation;
◦ SWS’s use of the User Contributions will not infringe, misappropriate or otherwise violate the rights, including any intellectual property rights or other rights, of any person; and
◦ User Contributions do and will comply with the requirements of Section 8 below (Acceptable Use).
SWS is not obligated, but reserves the right to monitor, modify or remove User Contributions at any time for actual or suspected violation of this Agreement or compliance with applicable laws, in SWS’s sole discretion.
8. ACCEPTABLE USE
You will not, in connection with the Services or your posting of any User Contributions:
◦ advertise or offer to sell or buy any goods or services for any business purpose (except as expressly permitted within the Portal);
◦ conduct or forward surveys, contests, pyramid schemes or chain letters;
◦ download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner;
◦ defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
◦ publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information;
◦ upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents;
◦ upload files that contain viruses, corrupted files or any other similar software or programs that may damage the operation of another’s computer;
◦ falsify or delete any author attributions, legal or other proper notices, proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded;
◦ harvest or otherwise collect information about others, including e-mail addresses, without their consent;
◦ restrict or inhibit any other user from using and enjoying the Communication Services;
◦ use the Services if you are a person barred from using the Services under applicable state, local or federal law;
◦ violate any code of conduct or other guidelines that may be applicable for any particular Communication Service;
◦ access or use the Services in violation of local, state, federal or international laws;
◦ copy, reproduce, modify, create derivative works of, alter, publicly distribute, republish, reverse-engineer, decompile, disassemble, upload, post, transmit, publicly perform or display, license, transfer, sell, mirror, frame, “deep link,” “scrape,” data mine, extract or otherwise use any Content or other technology, services, information or material obtained from or through the Services except as expressly allowed in this Agreement;
◦ interfere or attempt to interfere with the operation of any website, computer or computer system, including, without limitation, the Services and the computers involved in provision of the Services; or
◦ submit any information or media (via User Contribution or otherwise) to the Services that contains personally identifiable information (including, but not limited to, any social security number, phone number, address, or physical location) of you or anyone else (except as expressly permitted by the Portal, and at all times subject to the SWS Privacy Statement).
Any unauthorized use of the Services or the Content is strictly prohibited and will immediately and automatically terminate the permissions granted herein and may violate applicable laws, including, but not limited, to copyright laws, trademark laws or commercial regulations and statutes.
9. NO ENDORSEMENT
SWS does not endorse and is not responsible for any User Contributions (whether posted in Communication Services or otherwise available through the Services), Feedback or Third-Party Materials, including any opinion, advice, information or statement contained therein. You may come into contact with Content, User Contributions, Feedback (as defined below) or Third-Party Materials that you find harmful, offensive, threatening, indecent or objectionable, including, but not limited to, explicit language and other potentially offensive material, and to the extent permitted by applicable law, SWS shall have no liability with respect to such content.
10. ELECTRONIC COMMUNICATIONS
When you visit the Services or send e-mails to SWS, you are communicating with SWS electronically and you consent to receive communications from SWS electronically to the e-mail address you provide. SWS will communicate with you by e-mail, and you consent that all agreements, notices, disclosures and other communications that SWS provides to you in e-mail form satisfy any legal requirement that such communications be in writing, and you expressly waive any right to receive hard copy communications via personal delivery, mail, courier or any other method.
11. THIRD-PARTY MATERIALS
The Services may display, include or make available Content, data, information, applications, plugins, products, services, resources, platforms, functionality or materials from third parties (including Content from SWS’s affiliates) or provide links to certain third-party websites, webpages, platforms or applications (collectively, “Third-Party Materials”). Any activities in which you engage in connection with any Third-Party Materials may be subject to the privacy and other policies, terms and conditions of use, service and/or sale and rules issued by the provider of such Third-Party Materials, which SWS encourages you to review (and are not controlled by SWS). Third-Party Materials are provided solely as a convenience to you and should not be interpreted as approval or endorsement by SWS of those Third-Party Materials. SWS IS NOT RESPONSIBLE FOR THE CONTENTS OF, OR THE CONSEQUENCES OF ACCESSING, USING OR PURCHASING ANY SUCH THIRD-PARTY MATERIALS AND DISCLAIMS ANY RESPONSIBILITY FOR THE ACCURACY OR APPROPRIATENESS OF THE INFORMATION CONTAINED THEREIN. YOU USE AND INTERACT WITH ALL THIRD-PARTY MATERIALS AT YOUR OWN RISK.
12. FEEDBACK
To the extent you provide SWS with any feedback, suggestions or comments with regard to the Content or the Services (“Feedback”), such Feedback is provided on a non-confidential basis, and you agree to assign and hereby assign to SWS all right, title and interest in and to the Feedback. To the extent an assignment of Feedback is not allowed by applicable law, you hereby grant to SWS a perpetual, irrevocable, worldwide, exclusive, transferable, fully sublicensable, fully paid-up, royalty-free license to use the Feedback without notice, compensation or acknowledgement to you, for any purposes whatsoever, including, but not limited to, developing and marketing products and services and creating, modifying or improving SWS’s products and services.
13. DISCLAIMER OF WARRANTIES
THE SERVICES AND ALL CONTENT AVAILABLE THROUGH OR ON THE SERVICES, INCLUDING THIRD-PARTY MATERIALS, ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY, ACCURACY, ADEQUACY, USEFULNESS, RELIABILITY OR OTHERWISE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED BY SWS. ADVICE RECEIVED VIA THE SERVICES SHOULD NOT BE RELIED UPON FOR PERSONAL, BUSINESS, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.
SWS DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR ANY CONTENT OR OTHER SERVICES AVAILABLE THROUGH OR ON THE SERVICES ARE OR WILL BE ERROR-FREE, OR FREE OF VIRUSWS OR OTHER HARMFUL COMPONENTS. IT IS YOUR RESPONSIBILITY TO TAKE ALL NECESSARY PRECAUTIONS TO ENSURE THAT ANY CONTENT YOU MAY OBTAIN FROM THE SERVICES ARE FREE OF VIRUSWS OR OTHER HARMFUL CODE. YOU ARE SOLELY RESPONSIBLE FOR THE SECURITY OF YOUR DATA AND ANY CONTENT WHICH YOU SUBMIT THROUGH THE SERVICES. IN NO EVENT WILL SWS BE LIABLE FOR THE LOSS, DESTRUCTION OR UNAUTHORIZED DISCLOSURE OF YOUR DATA.
14. LIMITATION OF LIABILITY
IN NO EVENT WILL SWS OR ANY OF SWS’S AFFILIATES, DIRECTORS, OFFICERS, REGISTERED REPRESENTATIVES, EMPLOYEES, AGENTS, LICENSORS OR THIRD-PARTY VENDORS BE LIABLE OR HAVE ANY LIABILITY FOR, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES, LOST PROFITS OR LOST DATA ARISING OUT OF, RELATED TO OR IN ANY WAY IN CONNECTION WITH YOUR: (A) ACCESS OR USE, OR INABILITY TO ACCESS OR USE, THE SERVICES OR THE CONTENT (OR THE CONDUCT OF ANY OTHER USER OF THE SERVICES); (B) ANY FAILURE OF PERFORMANCE, INTERRUPTION, DEFECT, DELAY IN TRANSMISSION, COMPUTER VIRUSWS OR OTHER HARMFUL COMPONENTS OR LINE OR SYSTEM FAILURE ASSOCIATED WITH THE SERVICES; (C) ANY LOSSWS YOU MAY SUSTAIN FROM INTERACTING WITH OTHER USER-PROVIDED CONTENT OR THIRD-PARTY MATERIALS, IN EACH CASE, REGARDLESS OF SWS’S KNOWLEDGE THEREOF; OR (D) ANY LOSS OR UNAUTHORIZED DISCLOSURE OF YOUR DATA OR INFORMATION.
YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SERVICES. YOUR ONLY REMEDY AGAINST SWS IN CONNECTION WITH ANY DAMAGES ARISING FROM YOUR USE OF THE SERVICES OR ANY CONTENT IS TO STOP USING THE SERVICES. IF SWS IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS WHICH IS IN ANY WAY CONNECTED WITH YOUR USE OF THE SERVICES OR ANY CONTENT, SWS’S LIABILITY SHALL NOT EXCEED USD $100.00.
15. INDEMNITY
You agree to indemnify, defend and hold SWS and its subsidiaries, affiliates, officers, agents, employees, licensors and third-party vendors harmless from and against all claims, liabilities, damages, losses, expenses or costs (including, without limitation, reasonable attorney fees and costs), arising out of, related to in any way or incurred in connection with: (a) your failure to comply with applicable laws, regulations, this Agreement and any other third-party policies, terms and conditions, if and as applicable to you; (b) SWS’s use of User Contributions and Feedback as contemplated or permitted under this Agreement; (c) your violation of any rights of a third party; or (d) your use of the Services (and all Content contained therein).
16. MODIFICATION OF THESE WEBSITE TERMS OF USE
This Agreement is effective as of the date stated above. SWS reserves the right to change the terms, conditions and notices of these Terms and the SWS Privacy Statement from time to time and will post any changes on the Services as soon as they go into effect. By using the Services after SWS makes any such changes to this Agreement, you are deemed to have accepted such changes. Please refer back to this Agreement on a regular basis.
17. PRIVACY AND PERSONAL INFORMATION
◦ Use of Your Information. SWS reserves the right to collect, aggregate and publicly display anonymized and de-identified information about your use of the Services, along with any User Contributions and other information or statements for which you provide SWS consent to publicly display.
◦ Privacy Statement. For more information about SWS data practices, please read the SWS Privacy Statement, which explains how SWS collects, uses, and discloses your personal data. You agree to SWS’s use of your data in accordance with all SWS privacy and membership policies, including the SWS Privacy Statement.
18. COMPLIANCE WITH APPLICABLE LAWS
The Services are operated by SWS in the United States. SWS makes no claims concerning whether the Content may be downloaded, viewed or is appropriate for use outside of the United States. If you access or use the Services from outside of the United States, you do so at your own risk. In the United States and elsewhere, you are solely responsible for ensuring your compliance with the laws of your specific jurisdiction.
19. DMCA MANAGEMENT
If you believe that your intellectual property rights are being infringed on the Services, please contact SWS via email at legal@selectwater.com. Please consult your legal advisor before filing a notice with SWS, as there may be penalties for false claims. SWS may terminate the accounts of users found to infringe third-party copyrights. For copyright complaints only, you may also contact SWS’s Copyright Agent at marketing@selectwater.com and provide the following information in connection with your infringement claims:
◦ a physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest;
◦ a description of the copyrighted work that you claim has been infringed;
◦ a description of the location within the Services of the material that you claim is infringing;
◦ your address, telephone number and e-mail address;
◦ a statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and
◦ a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
20. ENTIRE AGREEMENT; ORDER OF PRECEDENCE
This Agreement constitutes the entire agreement between you and SWS with respect to the subject matter of this Agreement, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter; provided, however, that to the extent you are a Commercial Customer and a party to a Product Purchase Agreement with SWS, such Product Purchase Agreement shall control and govern over this Agreement in the event of any inconsistency or conflict.
21. TERMINATION OF THIS AGREEMENT
SWS reserves the right, in its sole discretion, to restrict, suspend or terminate this Agreement and your access to all or any part of the Services at any time and for any reason without prior notice or liability. SWS reserves the right to change, suspend or discontinue all or any part of the Services at any time without prior notice or liability.
22. GENERAL LEGAL TERMS
This Agreement and any dispute arising from or related to this Agreement, or the Services will be governed exclusively by the laws of the State of Texas without regard to its conflict of laws provisions and you hereby consent to the exclusive jurisdiction and venue of the state and federal courts with jurisdiction over Harris County, Texas for resolution of any disputes arising or related to this Agreement or the Services.
If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of this Agreement will continue in full force and effect. There will be no third-party beneficiaries to this Agreement. SWS’s failure to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against SWS unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. No joint venture, partnership, employment or agency relationship exists between you and SWS as a result of this Agreement or your access to and use of the Services. Your rights and duties under this Agreement are not assignable by you without SWS’s written consent, and any prohibited assignment is null and void. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of SWS’s successors, assigns, licensees and sublicensees. Any provision of this Agreement that imposes or contemplates continuing obligations on you or SWS will survive the expiration or termination of this Agreement. A printed version of this Agreement and of any notice given in electronic form shall be admissible in any judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.