Terms and Conditions

PLEASE READ THESE TERMS CAREFULLY. These Terms and Conditions govern access to and use of Well Diagram’s website, applications, data products, paid subscriptions, Trial Services, and related services. By clicking to accept these Terms, creating or activating an account, or accessing or using any Service, including any Trial Service, you agree to these Terms on behalf of yourself and, if applicable, the organization you represent.

1. Agreement and Business Use

These Terms and Conditions (the “Terms”) are a binding agreement between Well Diagram, Inc., a Delaware corporation (“Well Diagram,” “we,” “us,” or “our”), and the person or entity accepting these Terms (“Customer,” “you,” or “your”).

The Services are offered only for business and professional purposes and are not intended for personal, family, or household use. An individual may subscribe in an individual capacity if the individual is using the Services in connection with a trade, profession, investment activity, mineral or royalty interest, or other business purpose. You represent that you are located in the United States, will use the Services only in the United States, are at least 18 years old, and have authority to enter into these Terms for yourself and any organization you represent.

These Terms apply to self-service subscriptions and to any Trial Services that Well Diagram makes available to you, unless you and Well Diagram enter into a separate written agreement governing the applicable Services. Enterprise services, API access, bulk scoring, multiple-user plans, single sign-on, annual invoicing, design-partner arrangements, and other negotiated services may be subject to a separate written agreement. If a separate written agreement applies, that agreement will control to the extent of any conflict with these Terms.

2. Services

Well Diagram provides software tools that organize, filter, display, analyze, summarize, and help users monitor publicly available oil and gas information. “Services” means the Well Diagram products, features, functionality, data, outputs, and related services made available to you on a paid, complimentary, trial, evaluation, beta, preview, early-access, or other authorized basis.

The specific Services made available to you, together with any applicable features, geographic coverage, usage limits, access period, fees, and plan terms, are described at checkout or in the applicable product description, invitation, activation page, order, or separate written agreement. Access to one Service or feature does not include access to another product or feature unless Well Diagram expressly states otherwise.

References to planned, waitlist-only, or not-yet-available products or features do not create a commitment that Well Diagram will develop, release, or provide access to them. Trial Services are also subject to Section 13.

We may improve, modify, add, or discontinue features from time to time. We will not use this right to materially reduce the core functionality of a paid, generally available Service during a prepaid subscription period without providing a reasonable alternative or an appropriate refund or credit for the affected period. This commitment does not apply to Trial Services, which may be modified or discontinued as described in Section 13.

3. Accounts and Access

Each self-service subscription is for one named individual. You may not share sign-in links, authentication credentials, or account access with another person, permit concurrent use by multiple individuals, or allow another person to use your subscription. An organization may purchase separate subscriptions for multiple individuals.

You must provide accurate account information, keep your email account secure, and promptly notify us at legal@welldiagram.com if you suspect unauthorized access. You are responsible for activity occurring through your account, except to the extent caused by Well Diagram’s breach of these Terms.

4. Public Data and Third Party Sources

The Services incorporate information obtained from public sources, including datasets and records published by the Railroad Commission of Texas (“RRC Data”). Well Diagram is not affiliated with, sponsored by, or endorsed by the Railroad Commission of Texas or any operator, owner, or other person identified in the RRC Data.

RRC Data is created, filed, maintained, corrected, and published by third parties. It may be delayed, incomplete, inaccurate, inconsistent, revised, withdrawn, or unavailable. Well Diagram does not control when the Railroad Commission publishes data, the format in which it is published, whether a particular day includes any new or amended records, or whether a public source remains available.

We may reproduce public-source information as filed, transform file formats, organize or combine records, allocate or derive values, and add Well Diagram’s selection, arrangement, labels, scores, summaries, and other analysis. You must verify material information against the applicable official source before relying on it. Public sources may change the manner, format, frequency, terms, or availability of access to their information. Well Diagram does not control those sources and does not guarantee that any particular public-source dataset, field, record type, or method of access will remain available. Well Diagram may modify the Services, data sources, methods of collection, or available data if a public source changes or restricts access to information.

5. Customer Content and Watchlists

“Customer Content” means information that you submit, select, save, label, or configure in the Services, such as watchlists, operator selections, counties, locations, radii, notes, shortlists, assumptions, and user-adjusted values. Customer Content does not include RRC Data or Well Diagram Content.

As between you and Well Diagram, you retain your rights in Customer Content. You grant Well Diagram a nonexclusive, worldwide, royalty-free license to host, copy, process, transmit, display, and otherwise use Customer Content only as reasonably necessary to provide, maintain, secure, and improve the Services; prevent fraud or misuse; comply with law; and enforce these Terms. This license continues only for as long as reasonably necessary for those purposes, including applicable backup and legal-retention periods.

You represent that you have the rights and permissions needed to submit Customer Content and that it does not violate law or another person’s rights. Do not submit regulated personal information, protected health information, payment-card information, government identification numbers, passwords, export-controlled technical data, or other sensitive information that the Services are not designed to receive.

6. License and Acceptable Use

Subject to your payment of applicable fees, if any, and compliance with these Terms, Well Diagram grants you a limited, nonexclusive, nontransferable, nonsublicensable, revocable right during your authorized subscription, trial, evaluation, or other access period to access and use the applicable Services and available exports for your internal business and professional purposes in the United States.

You may not, and may not permit another person to:

• resell, sublicense, publish, distribute, make available, or commercially exploit the Services, Well Diagram Content, or exported files as delivered, except for limited internal sharing within the subscribing organization as reasonably necessary for its own business purposes;
• use the Services or exports to create, train, improve, validate, or support a competing database, data product, model, service, or commercial offering;
• systematically extract, scrape, harvest, crawl, mirror, or download data except through export tools that Well Diagram makes available for your plan;
• reverse engineer, decompile, disassemble, or attempt to discover source code, models, nonpublic logic, or underlying structure, except where applicable law expressly prohibits this restriction;
• circumvent usage limits, access controls, security measures, or geographic or account restrictions;
• use the Services to violate privacy, intellectual property, export-control, anti-spam, telemarketing, consumer-protection, sanctions, or other applicable laws;
• use operator names, addresses, contact information, or other records for unlawful marketing, harassment, discrimination, or unsolicited communications that do not comply with applicable consent, opt-out, do-not-call, and identification requirements; or
• interfere with the Services, introduce malicious code, conduct unauthorized security testing, or access another customer’s account or information.

Nothing in these Terms restricts your right to obtain the same public records independently from the Railroad Commission or another lawful source and use those independently obtained records as permitted by applicable law. The restrictions above apply to the Services, Well Diagram’s compilation, selection, arrangement, scoring, summaries, and other proprietary contributions, and to files exported from the Services as delivered.

7. Exports and Customer Portability

During an active subscription, you may use the export functionality included with your plan. For PermitPulse, the Services currently permit you to export to CSV the permit records matching the filters you have applied, subject to the functionality and usage limits then available in the Services. Available export fields, formats, and volume may depend on the product, feature, filters, and technical capabilities then available. You are responsible for exporting information you wish to retain before your access ends.

8. AI Generated Content and Analytical Features

Some Service features use artificial intelligence to turn structured query results into written summaries or briefs. AI-generated text may be inaccurate, incomplete, misleading, or inconsistent even when the underlying data supplied to the model is accurate. AI-generated content is provided for convenience, must be independently reviewed, and is not a substitute for the underlying records or professional judgment.

Well Diagram may use third-party AI service providers to process public-source data and limited Customer Content needed to generate a requested or configured output, such as a watchlist name. Well Diagram does not intentionally submit your email address, payment information, or other account identifiers to the AI provider for this purpose. Our Privacy Policy provides additional information about our data practices.

Scores, momentum indicators, allocations, and similar analytical outputs may be deterministic, estimated, derived, or based on user-adjustable assumptions. They are tools for sorting and review, not predictions, valuations, forecasts, or recommendations. Where available, the Service may display inputs or methodology so you can evaluate the output.

9. Important Data Limitations

Without limiting any other disclaimer in these Terms, you acknowledge the following limitations:

• Texas production information is generally reported at the lease level rather than the individual-well level. Any per-well production value for a multi-well lease may be an allocated estimate based on a disclosed rule or assumption.
• Coordinates may be reproduced as filed and may use or be treated as using a particular datum. Converting coordinates to another mapping system can materially change the apparent location, including near lease or property boundaries.
• Total depth reported on a drilling permit may be measured along the wellbore and may differ substantially from true vertical depth.
• Filed data may contain gaps, corrections, late filings, shut-ins, amendments, inconsistent naming, and abrupt changes. Well Diagram may preserve those conditions rather than smoothing or interpolating them.
• The Services do not provide title evidence, surface-access diligence, Mechanical Integrity Test results, H-15 status verification, engineering design inputs, regulatory filing instructions, forecasts, valuations, or recommendations to acquire, sell, operate, or invest in any asset.

10. Customer Decisions and Professional Advice

You are solely responsible for your diligence, interpretations, communications, filings, transactions, and other decisions. The Services and all outputs are informational tools and do not constitute legal, engineering, geological, investment, financial, tax, title, regulatory, safety, or other professional advice. You should consult qualified professionals and the applicable official records before making a decision or filing information with a regulator.

11. Fees Billing and Automatic Renewal

Fees and billing frequency are shown at checkout. Fees are charged in advance through our third-party payment processor. You authorize Well Diagram and its payment processor to charge the payment method associated with your account for all fees, taxes, and other amounts due.

YOUR SUBSCRIPTION AUTOMATICALLY RENEWS FOR SUCCESSIVE MONTHLY PERIODS UNLESS YOU CANCEL BEFORE THE NEXT RENEWAL CHARGE. YOU MAY CANCEL AT ANY TIME THROUGH THE BILLING FUNCTION IN THE APPLICATION. CANCELLATION TAKES EFFECT AT THE END OF THE THEN-CURRENT PAID PERIOD, AND YOU WILL RETAIN ACCESS THROUGH THAT DATE.

Except as required by law or expressly stated in these Terms, fees are nonrefundable and we do not provide refunds or credits for partial months, unused features, or periods in which you did not use the Services.

We may change subscription fees by providing existing subscribers at least 60 days’ written notice before the new price applies. If you do not agree to the new price, you may cancel before it takes effect.

If a payment is declined or fails, we may suspend your access to the Services while our payment processor attempts to collect the amount due in accordance with its then-current retry procedures. If payment is subsequently received during that process, access may be restored automatically. If the payment processor exhausts its applicable retry process without receiving payment, your subscription may be cancelled and your access will end. Retry procedures and timing are determined by our payment processor and may change from time to time. Suspension or cancellation does not relieve you of responsibility for amounts that became due before cancellation.

12. Taxes

Fees do not include sales, use, excise, or similar transaction taxes unless stated otherwise. You are responsible for applicable taxes associated with your purchase, excluding taxes based on Well Diagram’s net income. We may collect taxes where required by law.

13. Trial, Evaluation, and Pre-Release Services

“Trial Services” means any Service, product, feature, functionality, data, output, or access that Well Diagram provides on a complimentary, evaluation, trial, pilot, alpha, beta, preview, early-access, design-partner, experimental, limited-release, or other pre-release basis. A Trial Service may consist of an entire product or a particular feature of a generally available Service.

Unless a separate written agreement applies, Trial Services are governed by these Terms. Well Diagram may establish eligibility requirements, access periods, usage limits, permitted users, testing instructions, or other conditions for a Trial Service. You may use Trial Services only for internal evaluation and other purposes expressly authorized by Well Diagram.

Trial Services are under development and may be incomplete, inaccurate, unreliable, unavailable, or materially different from any version that Well Diagram later makes generally available. Features, data, methodologies, scores, assumptions, outputs, and interfaces may change without notice. Well Diagram does not promise that any Trial Service will become generally available or that any generally available version will contain the same features, functionality, data, or commercial terms.

Well Diagram may modify, limit, suspend, or discontinue a Trial Service, or revoke your access to it, at any time and without liability. Trial Services carry no service-level, uptime, support, maintenance, correction, data-retention, or continued-availability commitment. You are responsible for maintaining copies of any information you wish to retain, and Customer Content or outputs associated with a Trial Service may be deleted when the trial or evaluation ends.

Trial Services are provided solely for evaluation and informational purposes. You must independently review and verify all Trial Service data and outputs before relying on them. You assume the risk of using a Trial Service in a production environment or as a basis for any operational, engineering, geological, investment, acquisition, regulatory, financial, or other business decision.

Unless Well Diagram clearly discloses otherwise and you separately authorize the applicable charges, access to a complimentary Trial Service will not automatically convert into a paid subscription. Continued access after a trial or evaluation may require you to purchase a subscription and accept the pricing and plan terms presented at that time.

Well Diagram may request feedback regarding Trial Services, but you are not required to provide feedback unless a separate written agreement says otherwise. Any feedback you voluntarily provide is governed by Section 15.

14. Support and Availability

Support is available by email at info@welldiagram.com. We will use commercially reasonable efforts to operate and support the Services, but we do not guarantee a response time, resolution time, uptime percentage, or uninterrupted availability.

PermitPulse is designed to process available source data and provide a daily digest, including on days when no new or amended permits are identified. Data refreshes and emailed digests depend on third-party publication schedules, source availability, format stability, network and vendor services, and other factors outside Well Diagram's control. Any reference to daily, morning, same-day, real-time, or similar processing or delivery describes intended operation and does not guarantee that source data will be available, processed, or delivered by a particular time or on every day.

15. Ownership and Feedback

Well Diagram and its licensors own the Services and all related software, interfaces, designs, documentation, methods, compilations, selection and arrangement, scoring logic, summaries, reports, text, graphics, and other content created or provided by Well Diagram (collectively, “Well Diagram Content”), together with all intellectual property rights in them. No rights are granted except the limited rights expressly stated in these Terms.

If you provide suggestions, ideas, or feedback, you grant Well Diagram a perpetual, irrevocable, worldwide, royalty-free right to use them without restriction or compensation, provided that we will not identify you publicly as the source without permission.

16. Confidentiality

Each party may receive nonpublic information that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure (“Confidential Information”). Customer Content that reveals a customer’s acreage interests, acquisition targets, internal assumptions, or similar nonpublic business interests is Customer Confidential Information. The receiving party will use the other party’s Confidential Information only to perform or receive the Services and will protect it using reasonable care.

Confidential Information does not include information that the receiving party can demonstrate was lawfully known without restriction, becomes public through no breach, is received lawfully from another source without a duty of confidentiality, or is independently developed without using the disclosing party’s Confidential Information. A receiving party may disclose Confidential Information when legally required after providing notice when permitted and reasonable assistance at the disclosing party’s expense.

Well Diagram may disclose Customer Confidential Information to service providers and contractors that need it to provide or support the Services and are subject to appropriate confidentiality obligations.

Well Diagram Confidential Information includes nonpublic Trial Services and nonpublic information concerning their features, interfaces, documentation, performance, methodologies, development status, and planned availability. Unless Well Diagram authorizes otherwise, you will not publicly disclose screenshots, demonstrations, benchmark or performance results, or other nonpublic details regarding a Trial Service.

17. Privacy and Security

Our Privacy Policy explains how we collect, use, and disclose personal information. You agree that Well Diagram may process account and usage information as described in that policy. We maintain reasonable administrative, technical, and organizational safeguards appropriate to the nature of the information we process, but no system is completely secure.

18. Third Party Services

The Services may rely on or link to third-party services, public sources, websites, email providers, cloud infrastructure, payment processors, mapping tools, or AI providers. Third-party services are governed by their own terms and practices. Well Diagram is not responsible for third-party services or for interruption, loss, or change caused by a third party, except to the extent expressly stated in these Terms.

19. Suspension and Termination

You may terminate these Terms by cancelling your subscription and discontinuing use. We may suspend or terminate access immediately if you materially breach these Terms; fail to pay fees; create a security, legal, or operational risk; use the Services unlawfully; or if continued provision becomes prohibited or impracticable because of a third-party source or service. We may also refuse, suspend, or terminate access if you do not satisfy the eligibility requirements in Section 1, including the requirement that the Services be used in the United States, or if continued provision of the Services or material data used by the Services becomes unavailable, restricted, prohibited, or commercially or technically impracticable because of a public source or third-party service. When reasonably practicable, we will provide notice and an opportunity to cure a curable breach. Without limiting Section 13, Well Diagram may terminate or suspend access to a Trial Service at any time, including when the applicable evaluation period ends, the Trial Service is discontinued, or the Service becomes generally available. Termination of a Trial Service does not entitle you to continued access, migration assistance, or preservation or export of associated Customer Content or outputs.

Upon termination or expiration, your right to access the Services ends, except that a cancellation for convenience takes effect at the end of the paid period. If we terminate a paid subscription under this paragraph for reasons unrelated to your breach, misuse, or failure to satisfy applicable eligibility requirements, we may provide a prorated refund or credit for the unused portion of the then-current paid subscription period, as appropriate. Following termination or expiration, Well Diagram has no obligation to retain Customer Content, account data, configurations, outputs, or other information associated with your account and may delete such information from its systems and records at any time, subject to applicable law and any information we retain for legitimate legal, security, backup, or recordkeeping purposes. You are responsible for exporting any information you wish to retain before your access ends. Sections that by their nature should survive will survive, including payment obligations, use restrictions, ownership, confidentiality, disclaimers, indemnification, limitations of liability, dispute terms, and general provisions.

20. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, WELL DIAGRAM CONTENT, PUBLIC DATA, EXPORTS, AI-GENERATED CONTENT, SCORES, ESTIMATES, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WELL DIAGRAM DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, TIMELINESS, AVAILABILITY, AND RESULTS.

WELL DIAGRAM DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR AVAILABLE AT A PARTICULAR TIME; THAT SOURCE DATA WILL BE PUBLISHED, COMPLETE, OR CORRECT; THAT AN OUTPUT WILL IDENTIFY EVERY RELEVANT RECORD OR OPPORTUNITY; OR THAT USE OF THE SERVICES WILL PRODUCE A PARTICULAR BUSINESS, ENGINEERING, INVESTMENT, OR REGULATORY RESULT.

WITHOUT LIMITING THE FOREGOING, TRIAL SERVICES ARE PROVIDED FOR EVALUATION ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS. WELL DIAGRAM MAKES NO COMMITMENT THAT A TRIAL SERVICE WILL BE COMPLETED, CORRECTED, SUPPORTED, MAINTAINED, RELEASED, OR MADE COMMERCIALLY AVAILABLE.

21. Indemnification

You will defend, indemnify, and hold harmless Well Diagram and its officers, directors, employees, contractors, and affiliates from third-party claims, damages, fines, penalties, liabilities, costs, and reasonable attorneys’ fees arising from or relating to: (a) your Customer Content; (b) your use of the Services, exports, or public-source information in violation of these Terms or applicable law; (c) your marketing, outreach, regulatory filings, transactions, or other decisions based on the Services; or (d) your infringement or violation of another person’s rights. Well Diagram will provide prompt notice and reasonable cooperation, and you may not settle a claim in a manner that admits fault by or imposes obligations on Well Diagram without our written consent.

22. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS; LOSS OR CORRUPTION OF DATA; OR THE COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WELL DIAGRAM’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED: (A) FOR A PAID SERVICE, THE FEES YOU PAID TO WELL DIAGRAM FOR THE AFFECTED SERVICE DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM; OR (B) FOR A TRIAL SERVICE PROVIDED WITHOUT CHARGE, $100.

The exclusions and cap above do not limit your payment obligations, your breach of Section 6, your indemnification obligations, or liability that cannot lawfully be limited. The limitations apply regardless of the form of action and are an essential basis of the bargain.

23. Governing Law and Disputes

These Terms are governed by the laws of the State of Texas, without regard to conflict-of-law rules. The state and federal courts located in Travis County, Texas will have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Services, and each party consents to personal jurisdiction and venue in those courts.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY IN A DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES.

24. Changes to These Terms

We may update these Terms from time to time. If a change materially reduces your rights or increases your obligations during an active paid subscription, we will provide reasonable advance notice by email, through the Services, or by another reasonable method. Changes will apply prospectively from the stated effective date. If you do not agree to a material change, you may cancel before it takes effect. Changes to pricing remain subject to the 60-day notice commitment in Section 11. Trial Services may be changed, suspended, or discontinued without advance notice as provided in Section 13.

25. Notices

We may send operational, billing, legal, and account notices to the email address associated with your account. You are responsible for keeping that address current. Formal notices to Well Diagram must be sent to legal@welldiagram.com and are effective when received.

26. General Terms

Neither party may assign these Terms without the other’s consent, except that Well Diagram may assign them to an affiliate entity or in connection with a merger, reorganization, financing, sale of substantially all assets, or transfer of the applicable business. Any prohibited assignment is void.

Well Diagram is an independent contractor. These Terms do not create a partnership, joint venture, agency, fiduciary, franchise, or employment relationship. Neither party is liable for delay or failure caused by events beyond its reasonable control, except for payment obligations.

If a provision is unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will remain effective. A waiver must be in writing and applies only to the specific instance. Headings are for convenience. The words “including” and “such as” are not limiting. Electronic acceptance and records have the same effect as originals.

These Terms, the applicable checkout, product description, invitation, or activation terms, and any applicable supplemental terms constitute the entire agreement for the Services governed by these Terms and supersede prior or contemporaneous discussions about those Services. If there is a conflict, a separately signed written agreement controls first, followed by applicable supplemental trial or activation terms, checkout terms concerning pricing and plan-specific features, and then these Terms. The Privacy Policy describes Well Diagram’s data practices but does not modify these Terms.