Last Updated: June 11, 2024

​

These Terms of Use (“Terms”) govern your access to, or use of, the sites accessible at https://www.waterwellonline.com, https://www.waterwellonline.app, and any of its software, applications, or any other products or services offered or made available by Water Well Online, Inc. (collectively, the “Water Well Online Management System”). By accessing, visiting, or using the Water Well Online Management System you agree to be bound by all provisions stated and incorporated in these Terms. These Terms are a binding legal agreement between you (“you” or “User”) and Water Well Online, Inc. (“Water Well Online,” “we,” “us,” or “our”). If you are using the Water Well Online Management System on behalf of a business or legal entity, you may only do so if you have authority to agree to the Terms on behalf of that business or legal entity.

We incorporate by reference to these Terms, other terms and policies that supplement these Terms, like our Privacy Policy, which describes our collection and use of personal data. You understand that by using the Water Well Online Management System and by clicking accept when prompted on the Water Well Online Management System you agree to be bound by all agreements which constitute the Terms of Service, including all terms and policies incorporated by reference herein including Sections 21-22 of these Terms, which contain an arbitration agreement (and class action waiver for Users in the United States) that apply to all claims brought against the Water Well Online Management System and/or Water Well Online. If you are a User in the United States, you have an opportunity to opt out of arbitration as provided in Section 21.9. of the Terms.

Please read these Terms carefully. If you do not understand these Terms or you do not agree to all of the terms and conditions, you may not use the Water Well Online Management System.

​

1. Who We Are

The Water Well Online Management System is a digital information management system that aims to facilitate the storage, retrieval, modification, and deletion of data related to groundwater well projects.

Water Well Online offers the Water Well Online Management System to enable Users, particularly water well drillers, to manage the well projects of their team and organization. Users may register for a free plan account or subscribe to a monthly business or VIP account to have access to more features.

As the provider of the Water Well Online Management System, Water Well Online does not have any control of any modification of data inputted or uploaded by Users. Water Well Online is not a party to any contracts or agreements entered into directly between Users and their customers. Water Well Online is not acting as an agent in any capacity for any User.

​

2. Registration and Access

2.1. Minimum Age. The Water Well Online Management System is not targeted toward or intended for use by minors. By using the Water Well Online Management System, you represent and warrant that you are at least 18 years of age, or the minimum age required in your country to consent to use our services.

2.2. Registration. You must provide accurate and complete information to register for an account to access the Water Well Online Management System. You are responsible for all activities that occur under your account. If you create an account or use the Water Well Online Management System on behalf of another person or entity, you must have the authority to accept these Terms on their behalf.

Users that would like to have access to the Water Well Online Management System must first register for an account at the site accessible at https://www.waterwellonline.com/ (the “Water Well Online Website”). In order to register for an account, Users will have to provide their first name, last name, an email address and create a password. Users with a subscription business or VIP account will also have to select a payment method, for more detailed information please see Section 3 (“Payment Terms) of these Terms. Once Users have a registered account on the Water Well Online Website, Users are able to add and/or edit their display name, title, first name, last name, and phone number. Users will not be able to change the email address they used to register for an account. If a User forgets their password on the Water Well Online Website, the User will be able to reset their password by clicking on the “forget password” icon.

Users with a registered account on the Water Well Online Website will also have access to the site accessible at https://www.waterwellonline.app (the “Water Well Online App”). When logging in for the first time on the Water Well Online App, Users will use the same email address and password used on the Water Well Online Website. After logging in for the first time on the Water Well Online App, Users will be able to change their password, if they choose to (so that it is a different password than the password used to log in to the Water Well Online Website). Users will not be able to change the email address used to log in to the Water Well Online App. Users will be prompted to provide their first name, last name, and select their language and country of residence. Once Users have access to their account on the Water Well Online App, Users are able to add and/or edit their first name, last name, password, company name, company’s country and state of residence, company’s address, and company’s phone number. For Users with a subscription business or VIP account, Users are able to add and/or edit additional Users that can access the original User’s account (the “Driller Account”). Additional Users under a Driller Account will not be able to use the same email address to create a separate Driller Account on the Water Well Online Website or to access the Water Well Online App – the User will have to be removed from the Driller Account or use a different email address. If a User forgets their password on the Water Well Online App, the User will be able to reset their password by clicking on the “forget password” icon. 

2.3. Free Plan Account. Users that register for a free plan account will have access to the following features on the Water Well Online App: (a) customers and branches management (i.e., add/edit, change, delete, merge customers; add/edit, change, delete, merge, split branches); (b) well management (i.e., add/delete well; edit well with active/inactive status; edit well with drilling status; create, edit well location and well log, including formations, casing, seal, well profile and attachments); (c) service orders (i.e., add, edit service orders, well cleaning, pumping test data, well inspection video link, installed and removed pumps, including pump and motor details, pipes and cables and other accessories, as well as track last updates made to service orders and attachments); and (d) storage space in the cloud (up to 100 MB) to add, edit, store documents, images, videos and other files that may be linked to a specific well, customer and/or service order. For more information on our storage cloud provider, please see our Privacy Policy.

2.4. Business and VIP Account. Users that subscribe to a business or VIP account will have access to the following features on the Water Well Online Management System: (a) customers and branches management (i.e., add/edit, change, delete, merge customers; add/edit, change, delete, merge, split branches); (b) well management (i.e., add, delete well; edit well with active/inactive status; edit well with drilling status; create, edit well location and well log, including formations, casing, seal, well profile and attachments); (c) service orders (i.e., add, edit service orders, well cleaning, pumping test data, well inspection video link, installed and removed pumps, including pump and motor details, pipes and cables and other accessories, as well as track last updates made to service orders and attachments); (d) multiple users (i.e., create, edit multiple users that have access to the Driller Account on the Water Well Online App; and create, edit roles for the different users as well as customizing the functionalities available for such roles); (e) add company logo that will be included in any documents printed from the User’s Account on the Water Well Online App; and (f) storage space in the cloud (up to 1000 GB for business accounts and up to 2000 GB for VIP accounts) to add, edit, store documents, images, videos and other files that may be linked to a specific well, customer and/or service order. For more information on our storage cloud provider, please see our Privacy Policy.

2.5. Changing Accounts. At any time, Users are able to, change their free plan account to a subscription business or VIP account or vice versa, or change from a business to a VIP account or vice versa. If a User changes or cancels a subscription business or VIP account, the User will be able to enjoy the features of such account until the end of that monthly billing period (the exact date will vary based on when the monthly billing period started) as payments for subscription business and VIP accounts are processed for the upcoming month of usage.

​

3. Payment Terms

Water Well Online uses Wix Payments (which in turn allows the enablement and integration of third-party online payment processors such as Apple Pay, Google Pay, Afterpay, Affirm, and PayPal) to facilitate the payment transactions for subscription business and VIP accounts.

3.1. Billing Authorization. By providing an accepted payment method in connection with your business or VIP account, you represent and warrant that you are authorized to use the designated payment method. You authorize Wix Payments to automatically charge your payment method monthly for the total amount of your subscription plan (including any applicable taxes), and you agree to comply with all of the terms and conditions of Wix Payments (accessible at https://www.wix.com/about/terms-of-payments).

3.2. Pricing.  All prices on the Water Well Online Website for the subscription business and VIP accounts are shown in U.S. dollars (and any applicable taxes or fees charged by Wix Payments for processing your payment transaction are additional).

3.3. Price Changes. We may change our prices for subscription business and VIP accounts from time to time. If we change our subscription prices, Users will only be affected by such change when it is time for the User to renew their subscription business or VIP account after twelve (12) continuous months of having such account, or if the User cancels their account before the 12-month period and then subscribes again.

3.4. Cancellations. You can cancel your subscription business or VIP account at any time, without incurring any fees. The cancellation will take effect for the following monthly billing period, meaning you will have access to the account until the end of the current monthly billing period (the exact date will vary based on when the monthly billing period started). These Terms do not override any mandatory local laws regarding your cancellation rights.

3.5. ALL SALES ARE FINAL - No Refunds. All payment transactions in connection with a subscription business or VIP account to access the Water Well Online Management System are final. No refunds are permitted except with respect to any statutory warranties or guaranties that cannot be excluded or limited by law.

3.6. Failed Payments. If your payment method cannot be verified, is invalid or is otherwise not acceptable, and your payment transaction fails, we may downgrade your account or suspend your access to the features of the business or VIP subscription account until payment is received. If your payment transaction results in an overdraft or other fee from your card issuer or bank due to going over your credit limit or having insufficient funds in your account, your card issuer or bank may charge you a fee, and you alone are responsible for that fee.

3.7. Duty to notify us. If you believe that an unauthorized payment transaction has taken place under your account, you agree to notify us immediately via email at legal@waterwellonline.com so that we may take action to prevent financial loss. Unless you submit the claim to us within forty-eight (48) hours after the charge, you will have waived, to the fullest extent permitted by law, all claims against us arising out of or otherwise related to the unauthorized payment transaction. If you believe that an unauthorized payment transaction has taken place under your account, you should also immediately notify your bank or card issuer.

3.8. Fraud Warning. Use of the Water Well Online Management System to perform fraudulent payment transactions may result in the loss of funds with no recourse.

3.9. Collection and Provision of Information. You expressly acknowledge and agree that Wix Payments (and the particular third-party online payment processor handing your payment transaction) may collect and store data about you (e.g., certain payment credentials, along with other related transaction information) when processing your payments. You further authorize Water Well Online to review and store certain information related to your payment transactions as permitted or required by law - for more detailed information, please see our Privacy Policy.

​

4. Using Our Services

4.1. What You Can Do. Subject to your compliance with these Terms, you may access and use the Water Well Online Management System. In using the Water Well Online Management System, you must comply with all applicable laws as well as with our Privacy Policy and any other documentation, guidelines, or policies we make available to you. You are responsible for any information/data (e.g., customer’s personal information, photos and videos that contain persons) that you input and/or upload to the Water Well Online Management System, including ensuring that it does not violate any applicable laws or these Terms. You represent and warrant that you have all rights, licenses, and permissions needed to input and/or upload such information to the Water Well Online Management System.

4.2. What You Cannot Do. We want you to use the Water Well Online Management System to easily access and organize your well projects and to collaborate with your teammates, but not at the expense of the safety and privacy rights of others. You may not use the Water Well Online Management System for an illegal, harmful, or abusive activity. For example, you may not:

• Use the Water Well Online Management System in a way that infringes, misappropriates, or violates anyone’s rights.

• Compromise the privacy of others, including by collecting, inputting, uploading, processing, or generating personal data without complying with applicable legal requirements.

• Take actions on behalf of an individual or organization without consent or legal right.

• Attempt to impersonate another person or company, including misrepresenting yourself as an employee or agent of the Water Well Online Management System or Water Well Online.

• Modify, copy, lease, sell or distribute any of our services.

• Attempt to or assist anyone to reverse engineer, decompile, or discover the source code or underlying components of the Water Well Online Management System, including our models or systems (except to the extent that this restriction is prohibited by applicable law).

• Interfere with or disrupt our services, including circumventing any restrictions or bypassing any protective measures or safety mitigations we put on our services.

• Upload viruses or do anything else that could disable, overburden, interfere with, or impair the proper working, integrity, operation, or appearance of our services or systems, whether through manual or automated means.

4.3. License to Access, and Rights to, Information/Data. By using the Water Well Online Management System, you represent and warrant that you have all rights, licenses, and permissions needed to input and/or upload any information/data to the Water Well Online Management System (whether such information/data is yours or the information/data of your client, customers, or other third parties). You expressly acknowledge and agree that by inputting and/or uploading information/data to the Water Well Online Management System, you grant Water Well Online an unlimited, transferable, non-exclusive, perpetual (meaning never-ending), irrevocable (meaning cannot be revoked or terminated under any circumstances in perpetuity), royalty-free (meaning no payments of any kind are due in the present or future) license to access, view, store, download, reproduce, sell, rent, use, including for commercial use, maintain, develop, and improve our services, the information/data (with the exception of the following information/data: email addresses, phone numbers, payment card/account number, photos, and videos).   

4.4. Our Intellectual Property Rights. We and our affiliates own all rights, title, and interest in and to the Water Well Online Management System. You may only use our name and logo with our prior authorization. 

4.5. Communications with You. By using the Water Well Online Management System, you opt-in to receive email communications from us. The types of email communications may include registration links, payment related notifications, account related notifications, responses to submitted contact forms, links to reset passwords, as well as marketing and promotions. For more detailed information, including how to opt-out of such communications please see our Privacy Policy.

​

5. Copyright Complaints for Rightsholders in the United States

We do not allow copyright infringement and we comply with the Digital Millennium Copyright Act (DMCA) notice, dispute and takedown requirements and will respond promptly to valid notices with appropriate action, which can include removal of the reported content. Users may be able to use copyrighted works and related materials under exceptions or limitations to copyright, such as fair use in the United States.

5.1. DMCA Copyright Notice. If you believe that you have identified instances of copyright infringement on the Water Well Online Management System, you or someone you have authorized to act on your behalf may report such instances to us by sending us an email at legal@waterwellonline.com with “DMCA COPYRIGHT NOTICE” as the subject line or by sending us written notice to our designated agent at Water Well Online, Inc., c/o Northwest Registered Agent, LLC, 7901 4th Street N., STE 300, St. Petersburg, FL 33702, with the following information in your email/written notice:

• Specify whether you are the rightsholder or are acting on behalf of the rightsholder;

• Provide your full legal name, title, company name, email address, and mailing address;

• Provide the copyrighted work that you believe has been infringed;

• Specify the content type you are claiming  (i.e., image, text, video, audio in video);

• Provide a detailed description of the allegedly infringing content (or subject of infringing activity), including where you came across the content and on what date and any other information that will allow us to locate it;

• The following two statements:

  • “I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use)”; AND

  • “I hereby state that the information in this notice is accurate and, under penalty of perjury, that I am the owner or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed”; and

  • Your full legal name and your signature.

Please note that this information may be provided, in good faith, by the Water Well Online Management System (and Water Well Online) to the User who has committed the alleged infringement to allow them to submit a counter-notice.

5.2. DMCA Copyright Counter-Notice. If content you have shared is removed because of a report submitted to our designated agent, you can engage directly with the rights-owner to attempt to resolve the issue.  You may also submit a written notification to Water Well Online via email at legal@waterwellonline.com with “DMCA COPYRIGHT COUNTER-NOTICE” as the subject line or by sending us written notice to our designated agent at Water Well Online, Inc., c/o Northwest Registered Agent, LLC, 7901 4th Street N., STE 300, St. Petersburg, FL 33702, containing the information below, if you believe the content was removed by mistake or because of misidentification:

• Your full name, email address, and mailing address;

• Identification of the material removed or to which access has been disabled;

• The following statement: “I hereby state under penalty of perjury that I have a good faith belief that removal or disablement of the material was a mistake or that the material was misidentified”; and

• Your signature.

The DMCA allows Water Well Online to restore content that has been removed if the party filing the original DMCA notice does not file a court action against the party who filed the counter-notice within (10) ten business days of receiving the copy of the counter-notice. Users should understand that there are significant legal and financial repercussions for submission of false notices and counter-notices. You may wish to obtain legal advice before engaging the DMCA notice or counter-notice process.

We will terminate accounts of those Users who repeatedly infringe the intellectual property rights of others. Typically, this occurs where the User has received three (3) strikes under the DMCA, with a strike being applied each time we remove content based under a valid DMCA notice. However, we may bundle a group of removals as a single strike, reverse strikes for valid counter-notices that lead to content being restored on the Water Well Online Management System or terminate accounts with fewer than three (3) strikes based on other violations of these Terms.

​

6. Copyright Complaints for Rightsholders in Latin America

If you believe that your intellectual property rights have been infringed, please send us an email at legal@waterwellonline.com with “COPYRIGHT NOTICE” as the subject line or send us written notice to our designated agent at Water Well Online, Inc., c/o Northwest Registered Agent, LLC, 7901 4th Street N., STE 300, St. Petersburg, FL 33702, with the following information in your email/written notice:

• 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 upon;

• A description of where the allegedly infringing material is located on our site so we can find it;

• 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 that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.

We may delete or disable content that we believe violates these Terms or is alleged to be infringing and will terminate accounts of repeat infringers where appropriate.

​

7. Trademark Complaints

We do not allow any attempt to create confusion regarding the source of services in violation of another’s trademark rights. If you wish to report infringement of your trademark on our platform, please send us an email at legal@waterwellonline.com with “TRADEMARK NOTICE” as the subject line or send us written notice to our designated agent at Water Well Online, Inc., c/o Northwest Registered Agent, LLC, 7901 4th Street N., STE 300, St. Petersburg, FL 33702, containing the following information in your email/written notice:

• Specify whether you are the trademark owner or are acting on behalf of the trademark owner (trademark agent);

• Provide the trademark owner’s full legal name, title, company name, email address, and mailing address;

• Specify the content type you are claiming  (i.e., image, text, video, audio in video);

• Provide a detailed description of the allegedly infringing content, including where you came across the content and on what date and any other information that will allow us to locate it;

• Specify what is the trademark, in which country/countries this trademark is registered, and if applicable the registration number(s) of the trade;

• Provide the following three statements:

  • “I hereby state that I have a good faith belief that use of the trademark(s) described above infringes a trademark I own or whose owner I represent” AND

  • “I represent that the information in this notification is true and correct and that I own the trademark(s) or am expressly authorized to act on behalf of the trademark owner in making this notification” AND

  • “I understand that a copy of this notice may be sent to the current holder of the content”; and

• Your full legal name and your signature.

​

8. Termination, Suspension, and other Measures.

8.1. Termination. You are free to stop using the Water Well Online Management System and our services at any time. We reserve the right to suspend or terminate your access to the Water Well Online Management System and our services or to delete your account if we determine:

• You breached these Terms, including our Privacy Policy.

• We must do so to comply with applicable law, a court order, or request from law enforcement or other administrative agency or governmental body.

• Your use of our services could cause risk or harm to Water Well Online, the Water Well Online Management System, our users, or anyone else.

We may also terminate your account if it has been inactive for over a year, and you do not have a business or VIP account. If we do, we will provide you with advance notice.

8.2. Appeals. If you believe we have suspended or terminated your account in error, you can file an appeal with us by contacting us by filling out and submitting the “contact” form found at the bottom of the Water Well Online Website.

​

9. Account Data on Deletion or Closure

Water Well Online may retain certain information stored in your account as permitted or required by applicable law. Please see our Privacy Policy for more detailed information on the type of information Water Well Online may store after the deletion or closure of your account and how to make a data request. The third-party online payment processors (e.g., Wix Payments) used to process payment transactions on the Water Well Online Management System may retain some or all of your account information as permitted or required by law and their respective terms of use and privacy policies.

Except as otherwise required by law, if your account is deleted or closed, you will no longer have access to the information or material you kept on the Water Well Online Management System. Regardless if it is a free plan account or a subscription business or VIP account, if you reactivate your account within thirty (30) days of the account being deleted or closed, you will regain access to any information or material (including attachments) stored in your account. For the sake of clarity, after thirty (30) days of your account being deleted or closed, even if you reactivate the account in the future, you will not have access to any of the information or material that was stored in your account, for which Water Well Online expressly disclaims liability.

​

10. Third-Party Services

The Water Well Online Management System may reference or enable you to access third-party sites and/or services. These third-party sites and/or services are provided for your convenience only and the Water Well Online Management System (and Water Well Online) does not approve, endorse, or recommend any third-party services to you. Your access and use of any third-party sites and/or service is at your own risk and the Water Well Online Management System (and Water Well Online) disclaims all responsibility and liability for your use of any third-party site and/or service. Third-party sites and/or services are not governed by these Terms. Your use of any third-party site and/or service is subject to that third-party site and/or service’s own terms of use and privacy policies, and we are not responsible for them.

​

11. Disclaimer; Limitation of Liability; Indemnification

Water Well Online is not liable, and you agree not to hold us responsible for any damages or losses arising out of or in connection with the Terms. We work hard to provide the best services we can. The Water Well Online Management System, however, is provided "as is," and we make no guarantees that it will always be safe, secure, or error-free, or that it will function without disruptions, delays, or imperfections.

11.1. Warranty Disclaimer. WE MAKE NO PROMISES, REPRESENTATIONS, OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, STATUTORY OR OTHERWISE, WITH RESPECT TO ANY SERVICES PROVIDED OR THROUGH THE WATER WELL ONLINE MANAGEMENT SYSTEM. WATER WELL ONLINE DOES NOT WARRANT THAT THE WATER WELL ONLINE MANAGEMENT SYSTEM WILL BE ERROR-FREE OR WORK WITHOUT INTERUPTIONS. We do not control or direct what information Users add or upload, and we are not responsible for their actions or conduct or any information they add or upload to the Water Well Online Website or Water Well Online App.

11.2. Limits on Liability. We cannot predict when issues might arise with the Water Well Online Management System. ACCORDINGLY, YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE WATER WELL ONLINE MANAGEMENT SYSTEM REMAINS WITH YOU. WATER WELL ONLINE WILL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, OR THE COST OF SUBSTITUTE SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH (I) THESE TERMS; (II) THE USE OF OR INABILITY TO USE THE WATER WELL ONLINE MANAGEMENT SYSTEM OR THE SERVICES PROVIDED THEREIN; (III) ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OR OTHER PERSONS WITH WHOM YOU COMMUNICATE, INTERACT OR MEET WITH AS A RESULT OF YOUR USE OF THE WATER WELL ONLINE MANAGEMENT SYSTEM; (IV) ANY AND ALL USES OF THE WATER WELL ONLINE MANAGEMENT SYSTEM; AND/OR (V) YOUR MISCONDUCT OR NEGLIGENT USE OF THE WATER WELL ONLINE MANAGEMENT SYSTEM, OR THE NEGLIGENCE OR MISCONDUCT OF A THIRD PARTY WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WATER WELL ONLINE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

IN NO EVENT WILL WATER WELL ONLINE’S AGGREGATE LIABILITY ARISING OUT OF, RELATING TO YOUR RELATIONSHIP WITH WATER WELL ONLINE AND/OR THE WATER WELL ONLINE MANAGEMENT SYSTEM, THESE TERMS, YOUR USE OF THE WATER WELL ONLINE MANAGEMENT SYSTEM AND THE SERVICES PROVIDED THEREIN, EXCEED THE GREATER OF THE AMOUNTS OF THE SUBSCRIPTION FEES GENERATED FROM YOUR BUSINESS OR VIP ACCOUNT IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED U.S. DOLLARS (US$100), IF NO SUCH PAYMENT HAS BEEN MADE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN WATER WELL ONLINE AND YOU.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

11.3. Indemnification. To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Water Well Online, and each of our respective contractors, employees, officers, directors, agents, third-party suppliers, licensors, and partners from any claims, losses, damages, demands, expenses, costs, and liabilities, including legal fees and expenses, arising out of or related to your access, use, or misuse of the Water Well Online Management System, any information/data you add, upload, or otherwise transmit in or through the Water Well Online Management System, your violation of the rights of any third party, any violation by you of these Terms, or any breach of the representations, warranties, and covenants made by you herein. You agree to promptly notify Water Well Online of any third-party claim, and Water Well Online reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Water Well Online, and you agree to cooperate with Water Well Online’s defense of these claims. Water Well Online will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it. You are responsible for all costs and damages we suffer as a result of your use of the Water Well Online Management System, including for any breach of these Terms.

​

12. Modifications of Terms of Service

We work constantly to improve our services and develop new features to make the Water Well Online Management System better for you and our community. As a result, we may need to update these Terms from time to time to accurately reflect our services and practices, to promote a safe and secure experience on the Water Well Online Management System, and/or to comply with applicable law. Unless otherwise required by law, we will notify you of changes to these Terms by: (i) including the “last updated” date at the beginning of the Terms, (ii) sending an email to the email address used to register the account, and (iii) asking for your consent to the changes to the Terms when you first log in to the Water Well Online Management System after the updated Terms are in effect. Once any updated Terms are in effect, you will be bound by them if you continue to use the Water Well Online Management System. We hope that you will continue using the Water Well Online Management System, but if you do not agree to our updated Terms, you may no longer use our Water Well Online Website or Water Well Online App.

Please note that for Users with a subscription business or VIP account that have added additional Users under their Driller Account, the additional Users will also be asked to consent to the changes to the Terms when they first log in to the Water Well Online Management System after the updated Terms are in effect. Thus, it is possible that the additional User under a Driller Account may consent to the changes to the Terms before the User that is the owner of the Driller Account does (if the additional User logs in to the Water Well Online Management System before the User that is the owner of the Driller Account does). In such circumstances, the consent to the changes to the Terms of the additional User will act as consent of the User that is the owner of the Driller Account. 

​

13. Waiver

To be effective, a waiver must be in a writing signed by the waiving party. The failure of either party to enforce any provision of these Terms will not constitute a waiver of that party’s rights to subsequently enforce the provision.

​

14. Assignability

You will not transfer any of your rights or obligations under these Terms to anyone else without our consent.

These Terms do not confer any third-party beneficiary rights. All of our rights and obligations under these Terms are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.

​

15. Severability

If any portion of these Terms is found to be unenforceable, the unenforceable portion will be deemed amended to the minimum extent necessary to make it enforceable, and if it can’t be made enforceable, then it will be severed and the remaining portion will remain in full force and effect. If we fail to enforce any of these Terms, it will not be considered a waiver. Any amendment to or waiver of these Terms must be made in writing and signed by us.

 

16. Trade Controls

You must comply with all applicable trade laws, including sanctions and export control laws. The Water Well Online Management System may not be used, in or for the benefit of, or exported or re-exported to (a) any U.S. embargoed country or territory or (b) any individual or entity with whom dealings are prohibited or restricted under applicable trade laws. The Water Well Online Management System may not be used for any end use prohibited by applicable trade laws, and you may not input or upload any information/data to the Water Well Online Management System that requires a government license for release or export.

 

17. Entire Agreement

These Terms constitute the entire agreement and understanding of the parties with respect to the Water Well Online Management System and supersedes all prior and contemporaneous agreements and understandings.

​

18. Support

Water Well Online will provide you with support to resolve general issues relating to your account and your use of the Water Well Online Management System through resources (i.e., YouTube videos) that Water Well Online makes available on the Water Well Online Management System. Users may also contact the Water Well Online Management System’s support center through the online chat option at the Water Well Online Website (by clicking the “contact us” icon).

​

19. Legal Requests for Information and How to Serve a Subpoena

All requests for information or documents related to potential, anticipated, or current legal proceedings, investigations, or disputes must be made using the appropriate level of legal process, and must be properly served on Water Well Online via Northwest Registered Agent, LLC, Water Well Online’s registered agent, at the following address:

Water Well Online, Inc.
c/o Northwest Registered Agent, LLC

7901 4th Street N., STE 300

St. Petersburg, FL 33702

Please note that Water Well Online does not accept requests for information or documents, or service of process, via e-mail or fax and will not respond to such requests. All requests must include the information you may have that will help us identify the relevant records (particularly, the Water Well Online Management System service at issue and the User at issue), the specific information requested, and its relationship to your investigation. Please also note that limiting your request to the relevant records (e.g., a limited time period) will facilitate efficient processing of your request.

​

20. Governing Law and Venue

These Terms, including our Privacy Policy, and all claims or causes of action (whether in contract, tort or statute) that may be based upon, in connection with, arise out of, or relate to these Terms (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with these Terms), shall be governed by, interpreted under, and enforced in accordance with, the internal laws (procedural and substantive) of the State of Florida and federal laws of the United States, including its statutes of limitations, without regard to conflict-of-law provisions.

You irrevocably consent that venue shall be laid exclusively in the state and federal courts of Pinellas County, Florida, which shall have exclusive jurisdiction over any action arising out of or in connection with these Terms or in relation to your use of the Water Well Online Management System (that are excluded from the arbitration agreement in Sections 21-22 of these Terms), and you and Water Well Online both consent to venue and personal jurisdiction of such courts, and waive any objections that venue is an inconvenient forum. You further agree that you will not initiate any action against Water Well Online in any other jurisdiction. If a legal action or other proceeding of any nature whatsoever is brought in connection with any action arising out of these Terms (that are excluded from the arbitration agreement in Sections 21-22 of the Terms), you and Water Well Online each assume responsibility for its own collection of costs and legal fees incurred.

​

21. Dispute Resolution and Arbitration Agreement for Users in the United States

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU AND US TO AGREE TO RESOLVE MOST OF ALL DISPUTES BETWEEN YOU AND US THROUGH BINDING INDIVIDUAL ARBITRATION, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP, OR REPRESENTATIVE ACTION IN COURT. IF YOU RESIDE IN LATIN AMERICA, PLEASE SEE SECTION 22 FOR THE DISPUTE RESOLUTION AND ARBITRATION AGREEMENT SECTION APPLICABLE TO YOU.

21.1. Application. This arbitration agreement only applies to you if your country of residence or establishment is the United States. If your country of residence or establishment is in Latin America, please go to the applicable dispute resolution and arbitration agreement section applicable to your country.

21.2. Overview of Dispute Resolution Process. Water Well Online is committed to participating in a consumer-friendly dispute resolution process. To that end, these Terms provide for a two-part process for individuals to whom this dispute resolution section applies: (1) an informal negotiation directly with Water Well Online’s team, and if necessary (2) a binding arbitration administered by the American Arbitration Association (“AAA”) (www.adr.org).

21.3. Informal Dispute Resolution. We would like to understand and try to address your concerns prior to formal legal action. Before either of us files a claim against the other, we both agree to try to resolve the dispute informally. At least thirty (30) days prior to initiating an arbitration, you and Water Well Online each agree to notify the other party of the dispute in writing and attempt in good faith to negotiate an informal resolution. You must send such written notice to Water Well Online via email to legal@waterwellonline.com with “LEGAL NOTICE-UNITED STATES” in the subject line; Water Well Online will send such written notice of the dispute to the email address associated with your account. A notice of dispute must include: the party’s name and preferred contact information, a brief description of the dispute, and the relief sought. During this pre-arbitration negotiation, all offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties, their agents, employees, and attorneys are confidential, privileged and inadmissible for any purpose, including as evidence of liability, in arbitration or other proceeding involving the parties. After a good faith effort to negotiate, if the parties are unable to resolve the dispute informally within the 30-day period, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration, only then may the party commence arbitration by filing a written Demand for Arbitration with the AAA and providing a copy to the other party as specified in the AAA Rules.

21.4. Binding Arbitration. In exchange for the benefits of the speedy, economical, and impartial dispute resolution procedure of arbitration, you and Water Well Online mutually agree to give up our right to resolve any disagreement, dispute, claim, or controversy arising out of or relating in any way to these Terms (including the applicability, breach, termination, validity, enforcement or interpretation thereof, or your access to and/or use of the Water Well Online Management System) (collectively, “Disputes”) in a court of law by a judge or jury, and agree to binding and final arbitration pursuant to the Federal Arbitration Act, 9 U.S.C. § 1, et seq., to the fullest extent allowed by law (the “Arbitration Agreement”). You and Water Well Online agree that the activities described in these Terms involve interstate commerce and the Federal Arbitration Act will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration and shall survive even after these Terms, or any use of the Water Well Online Management System services terminate. If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and Water Well Online agree that the arbitrator (not a court) will decide that issue.

21.5. Arbitration Procedures. You and Water Well Online further agree that any Dispute shall be determined by arbitration administered by the AAA before a single arbitrator mutually agreed upon by the parties, and if the parties cannot agree within thirty (30) days after the names of potential arbitrators have been proposed, then by a single arbitrator who is chosen by the AAA. The arbitration will be administered by AAA in accordance with the Consumer Arbitration Rules if you are an individual person (or with the Commercial Arbitration Rules if you are an entity or company) and the applicable AAA  rules (the “AAA Rules“) then in effect, except as modified here. The arbitration will be conducted by videoconference, if possible, but if the arbitrator determines a hearing should be conducted in person, the location will be in Florida, United States.

21.6. Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award any relief allowed by law or the AAA Rules, but declaratory or injunctive relief may be awarded only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.

21.7. Exceptions. This section 21.7 does not require informal dispute resolution or arbitration of the following claims: (i) individual claims brought in small claims court; and (ii) injunctive or other equitable relief to stop authorized use or abuse of the services provided herein or intellectual property infringement or misappropriation. Section 20 of these Terms applies to this Section.

21.8. No Class Actions or Representative Proceedings and Jury Trial Waiver. You and Water Well Online acknowledge and agree that, to the fullest extent permitted by law, we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney general action, or any other representative or consolidated proceeding. Unless we agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If there is a final judicial determination that applicable law precludes enforcement of the waiver contained in this paragraph as to any claim, cause of action or requested remedy, then that claim, cause of action or requested remedy, and only that claim, cause of action or requested remedy, will be severed from this agreement to arbitrate and will be brought in a court of competent jurisdiction. In the event that a claim, cause of action or requested remedy is severed pursuant to this paragraph, then you and we agree that the claims, causes of action or requested remedies that are not subject to arbitration will be stayed until all arbitrable claims, causes of action and requested remedies are resolved by the arbitrator. You and Water Well Online knowingly and irrevocably waive any right to trial by jury in any action, proceeding, or counterclaim.

21.9. Opt-out. If you are an individual person, you have the right to opt-out and not be bound by this Arbitration Agreement by sending written notice to Water Well Online via email at legal@waterwellonline.com with subject line “OPT-OUT” and clearly indicating your intent to opt out of this Arbitration Agreement as well as including your name, phone number (if any), and email address associated with your account. Your opt-out notice must be sent to Water Well Online within 30 days of your acceptance of these Terms. If you do not opt-out of this Arbitration Agreement within the 30-day period, you and Water Well Online shall be bound by the terms of this Arbitration Agreement in full. If you opt-out of this Arbitration Agreement within the 30-day period, it will not affect any other, previous, or future arbitration agreements that you may have with Water Well Online.

21.10. Severability. If any part of these arbitration terms is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding or partial illegality or unenforceability would allow class arbitration, class action, or representative action, this entire dispute resolution section will be unenforceable in its entirety.

21.11. Survival. Except as provided in Section 21.9. above, this Section 21 will survive any termination of these Terms and will continue to apply even if you stop using the Water Well Online Management System or terminate your account.

​

22.Dispute Resolution and Arbitration Agreement for Users in Latin America

Water Well Online is committed to participating in a consumer-friendly dispute resolution process. To that end, these Terms provide for a two-part process for individuals to whom this dispute resolution section applies: (1) an informal negotiation directly with Water Well Online’s team, and if necessary (2) a binding arbitration administered by the International Centre for Dispute Resolution (“ICDR”) (https://www.icdr.org/).

22.1. Informal Dispute Resolution. We would like to understand and try to address your concerns prior to formal legal action. Before either of us files a claim against the other, we both agree to try to resolve the dispute informally. At least thirty (30) days prior to initiating an arbitration, you and Water Well Online each agree to notify the other party of the dispute in writing and attempt in good faith to negotiate an informal resolution. You must send such written notice to Water Well Online via email to legal@waterwellonline.com with “LEGAL NOTICE-LATIN AMERICA” in the subject line; Water Well Online will send such written notice of the dispute to the email address associated with your account. A notice of dispute must include: the party’s name and preferred contact information, a brief description of the dispute, and the relief sought. During this pre-arbitration negotiation, all offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties, their agents, employees, and attorneys are confidential, privileged and inadmissible for any purpose, including as evidence of liability, in arbitration or other proceeding involving the parties. After a good faith effort to negotiate, if the parties are unable to resolve the dispute informally within the 30-day period, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration, only then may the party commence arbitration.

22.2. Binding Arbitration. In exchange for the benefits of the speedy, economical, and impartial dispute resolution procedure of arbitration, you and Water Well Online mutually agree to give up our right to resolve any disagreement, dispute, claim, or controversy arising out of or relating in any way to these Terms (including the applicability, breach, termination, validity, enforcement or interpretation thereof, or your access to and/or use of the Water Well Online Management System) (collectively, “Disputes”) in a court of law by a judge or jury, and agree instead to binding and final arbitration in accordance with the United States Federal Arbitration Act, 9 U.S.C. § 1, et seq., to the fullest extent allowed by applicable law (the “Arbitration Agreement”). This Arbitration Agreement shall survive even after these Terms or any use of the Water Well Online Management System services terminate.

22.3. Arbitration Procedures. You and Water Well Online agree that any Dispute shall be determined by arbitration administered by the ICDR in accordance with its International Arbitration Rules. The number of arbitrators shall be one, mutually agreed upon by the parties. The arbitration will be conducted by videoconference, if possible, but if the arbitrator determines a hearing should be conducted in person, the location will be in Florida, United States. The language of the arbitration shall be English. If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and Water Well Online agree that the arbitrator (not a court) will decide that issue.

22.4. Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award any relief allowed by law or the International Arbitration Rules, but declaratory or injunctive relief may be awarded only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.

22.5. Survival. This Section 22 will survive any termination of these Terms and will continue to apply even if you stop using the Water Well Online Management System or terminate your account.