Terms governing your use of the NanoChem Petroleum Solutions website and services.
These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("you," "your," or "User") and NanoChem Petroleum Solutions ("NCPS," "we," "us," or "our"), governing your access to and use of our website at ncps.watawaka.com (the "Site") and the products, services, and information made available through the Site. Please read these Terms carefully before using our Site or engaging our services.
By accessing, browsing, or using this Site, you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as our Privacy Policy, which is incorporated herein by reference. If you are accessing this Site on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms.
If you do not agree with any part of these Terms, you must immediately discontinue use of this Site. Your continued use of the Site following the posting of any changes to these Terms constitutes acceptance of those changes.
NCPS provides advanced oilfield chemical solutions and related services for the oil and gas industry, including but not limited to:
The information presented on this Site is intended for informational purposes and to facilitate business inquiries. Specific product availability, pricing, lead times, and service terms are subject to separate written agreements between NCPS and the client.
You may use this Site for the following purposes:
You agree not to use this Site in any manner that:
NCPS reserves the right to terminate or restrict your access to the Site at any time, without notice, for any conduct that we believe violates these Terms or is harmful to other users, NCPS, or third parties.
All content, materials, and information on this Site -- including but not limited to text, graphics, logos, images, photographs, video, audio, data compilations, software, trademarks, service marks, trade names, product formulations, technical data, research findings, and the overall design and arrangement of the Site -- are the exclusive property of NanoChem Petroleum Solutions or its licensors, and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.
Specifically, the following are proprietary to NCPS:
No content from this Site may be copied, reproduced, republished, uploaded, posted, transmitted, distributed, or used in any way without the prior express written permission of NCPS, except that you may download or print a single copy of materials for your personal, non-commercial use, provided that you keep all copyright and proprietary notices intact.
The product descriptions, technical specifications, performance data, and field case studies presented on this Site are provided for general informational and reference purposes only. While NCPS strives to ensure the accuracy of the information presented, you should be aware of the following:
Customers and end users are responsible for evaluating the suitability of any NCPS product for their specific application and conditions. NCPS recommends that all products be tested under representative conditions prior to full-scale field deployment. Reliance on any product information presented on this Site is at your own risk.
NCPS offers custom chemical formulation services designed to address specific oilfield challenges. The following terms apply to all custom formulation engagements:
Oilfield chemical products are used in inherently hazardous environments involving high temperatures, high pressures, corrosive substances, and potentially explosive atmospheres. You acknowledge and agree to the following:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NCPS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH:
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF NCPS FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SITE EXCEED THE GREATER OF (A) THE AMOUNT YOU HAVE PAID TO NCPS IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).
Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, the limitations set forth above shall apply to the fullest extent permitted by applicable law.
You agree to indemnify, defend, and hold harmless NanoChem Petroleum Solutions, its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:
NCPS reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you agree to cooperate fully with NCPS in asserting any available defenses.
THE SITE AND ALL CONTENT, MATERIALS, INFORMATION, PRODUCTS, AND SERVICES PROVIDED THROUGH THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NCPS EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:
NCPS products are designed for industrial and commercial use by qualified professionals in the oil and gas industry. Product warranties, if any, shall be governed exclusively by the terms of any written purchase agreement, supply contract, or product specification sheet provided directly by NCPS to the client, and not by any information presented on this Site.
No oral or written information or advice provided by NCPS or its representatives shall create a warranty or in any way increase the scope of any warranty that may be provided in a written agreement.
These Terms, and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the State of Texas, United States of America, without regard to its conflict of law provisions.
You agree that any legal action or proceeding relating to these Terms or your use of the Site that is not subject to arbitration under Section 11 shall be brought exclusively in the state or federal courts located in Harris County, Texas, and you hereby consent to the personal jurisdiction of such courts.
Before initiating any formal dispute resolution proceeding, you agree to first attempt to resolve the dispute informally by contacting NCPS at the address provided in Section 16. We will attempt to resolve the dispute informally within thirty (30) days of receiving your notice. If the dispute is not resolved within this period, either party may proceed to arbitration as described below.
Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or validity thereof, that cannot be resolved through informal negotiation shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Houston, Texas, by a single arbitrator with experience in commercial disputes involving the oil and gas industry, where feasible.
The arbitrator's decision shall be final and binding, and judgment upon the award rendered may be entered in any court having jurisdiction thereof. The arbitrator shall have the authority to award any relief that a court of competent jurisdiction could award, including injunctive or other equitable relief.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. If for any reason a claim proceeds in court rather than in arbitration, you and NCPS each waive any right to a jury trial.
Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information.
Certain NCPS chemical products, technical data, and related services may be subject to export control and economic sanctions laws and regulations of the United States, including but not limited to the Export Administration Regulations (EAR) administered by the U.S. Department of Commerce, the International Traffic in Arms Regulations (ITAR) administered by the U.S. Department of State, and sanctions programs administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC).
You agree to comply with all applicable export control laws and regulations and represent and warrant that:
NCPS reserves the right to refuse any order or service request if we reasonably believe that fulfillment would violate applicable export control laws or regulations.
NCPS shall not be liable for any failure or delay in performing its obligations under these Terms or any related agreement where such failure or delay results from circumstances beyond our reasonable control, including but not limited to:
In the event of a force majeure event, NCPS will use commercially reasonable efforts to mitigate the impact and resume performance as soon as practicable. If a force majeure event continues for more than ninety (90) days, either party may terminate the affected obligations upon written notice to the other party.
If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction or arbitrator, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, it shall be severed from these Terms. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of the remaining provisions, which shall continue in full force and effect.
The failure of NCPS to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if made in writing and signed by an authorized representative of NCPS.
NCPS reserves the right to modify, amend, or update these Terms at any time at our sole discretion. When we make material changes, we will update the "Effective Date" at the top of this page and may provide additional notice through our Site or via email to registered users.
It is your responsibility to review these Terms periodically. Your continued use of the Site after the posting of revised Terms constitutes your acceptance of and agreement to the revised Terms. If you do not agree to the revised Terms, you must discontinue use of the Site.
Material changes to these Terms will not be applied retroactively and will not alter the terms of any existing written agreement between NCPS and a client regarding specific product orders or services.
If you have any questions, concerns, or feedback regarding these Terms and Conditions, please contact us:
NanoChem Petroleum Solutions (NCPS)
Attn: Legal Department
Address: Houston, Texas, United States
Phone: +1 (713) 555-NCPS
Email: legal@ncps-solutions.com
Website: ncps.watawaka.com