Terms of Service

Summary

This summary is for convenience only and is not part of the Terms. The full Terms below control.

• Atlas shows public records published by government agencies and other third parties. We compile and organize them, but we do not create them and we do not guarantee that they are accurate, complete or current. Check anything important against the original source.
• Atlas and MAES are analytical tools. They are not engineering, legal, regulatory, environmental, financial or investment advice, and they are not a substitute for field measurement or for an official filing.
• Paid plans renew automatically until you cancel. Cancellation takes effect at the end of the paid period, and fees are not refunded except where the law requires it.
• Our liability is limited, disputes are resolved individually by binding arbitration in Colorado, and class actions are waived (Sections 17 and 21).

1. Agreement to These Terms

These Terms of Service ("Terms") are a binding agreement between you and TetraSoft LLC ("TetraSoft," "we," "us," or "our"). They govern your access to and use of the Services described in Section 3.

You accept these Terms when you tick the box agreeing to them, create an account, start a trial, buy a subscription, or otherwise access or use the Services, whichever happens first. If you do not agree, do not use the Services.

If you use the Services on behalf of a company or other organization, you represent that you have authority to bind it, and "you" means that organization as well as you. If you do not have that authority, you may not accept these Terms or use the Services on the organization's behalf.

If you and TetraSoft have signed a separate written agreement or order form for the Services, that document controls where it conflicts with these Terms. Otherwise these Terms, together with our Privacy Policy, are the entire agreement between you and TetraSoft about the Services.

2. Eligibility and Business Use

You must be at least 18 years old and able to form a binding contract to use the Services. The Services are designed and offered for professional and business use. You may not use the Services if you are barred from doing so under the laws of the United States or any other applicable jurisdiction.

3. The Services

"Services" means, together, the following and any related software, documentation, support and updates:

• TetraSoft Atlas: a subscription data platform that displays oil and gas records published by public agencies and other third parties, on a map and in related views and analyses.
• MAES: the Mechanistic Air Emissions Simulator and its web applications, including MAES Studio, the MAES Project Manager and the MAES Results and MII pages, which configure, run and report emissions simulations.
• The TetraSoft website at tetrasoftco.com, including its blog, free tools, calculators, widgets and downloadable content.
• The TetraSoft newsletter and other communications we send.

Atlas and MAES are analytical tools. They are not real-time monitoring systems, alerting or alarm services, safety systems, systems of record, or regulatory filing systems.

We may change, add or remove features, data layers, states, sources and analyses at any time. We may also suspend or discontinue any part of the Services. If we discontinue a paid Service you are subscribed to, we will give you reasonable advance notice when practical and refund the prepaid fees for the unused part of your subscription term. That refund is your sole remedy for the discontinuance.

Features we label beta, preview, early access, experimental or similar are provided for evaluation, may be changed or withdrawn at any time, and are provided without any warranty or commitment of any kind.

Coverage, record types and update schedules vary by state and by source, as described on our product pages. Statements on our website about future coverage, features or states describe our current plans. They are not commitments, and you should not rely on them when deciding to purchase.

4. Accounts and Security

You must give accurate, current and complete information when you register and keep it up to date. You are responsible for keeping your credentials confidential and for all activity under your account. Notify us immediately at arthur.santos@tetrasoftco.com or jerry.duggan@tetrasoftco.com if you suspect unauthorized access to your account.

Each account and each paid seat is for one named individual. You may not share credentials, let more people use a subscription than it has seats, or create multiple trial accounts to extend or repeat a free trial. If you manage an organization's subscription, you are responsible for the people you invite and for their compliance with these Terms.

We are not liable for any loss caused by unauthorized use of your account that results from your failure to protect your credentials.

5. Free Trials

We may offer a free trial of a paid Service. Atlas currently offers a 7-day trial. We do not take a payment card to start it, the trial ends automatically, and you will not be charged when it ends. To keep access after the trial, you must buy a subscription.

Trials are offered at our discretion, one per person and organization, and we may change or end a trial offer at any time. During a trial, the Services are provided "AS IS," without any warranty, support commitment or service level.

6. Subscriptions, Fees and Billing

Plans and prices. Paid plans, their prices, seat limits and billing intervals are described on our pricing pages when you buy. Prices exclude taxes unless stated otherwise. You are responsible for all sales, use, value-added and similar taxes on your purchase, other than taxes on our net income.

Payment. Payments are processed by our payment provider, Stripe. By subscribing, you authorize us and Stripe to charge your payment method for the subscription fees, applicable taxes and any other charges you incur, at the start of each billing period. Your use of Stripe is also subject to Stripe's terms and privacy policy.

Automatic renewal. Subscriptions renew automatically at the end of each billing period (monthly or annually, as you chose) for another period of the same length, and your payment method is charged at the then-applicable price, until you cancel. You can cancel at any time through the billing portal or by emailing us. Cancellation takes effect at the end of the current paid billing period, and you keep access until then.

No refunds. Except where required by law or expressly stated in these Terms, all fees are non-refundable, including for partial billing periods, unused seats, unused features, or periods in which you did not use the Services. An annual plan is a commitment for the full annual term: cancelling it stops the next renewal and does not entitle you to a refund for the remainder of the term.

Changes to your plan. You may add seats or change plans at any time. We will confirm how the change is billed when it is made.

Price changes. We may change our prices for new purchases at any time. While your subscription remains continuously active on the same plan and billing interval, we will not raise the price you pay for your existing seats. If your subscription lapses or is cancelled, or you change plan or billing interval, the price in effect at that time applies. Seats you add are billed at the price in effect when you add them.

Failed payments. If a payment fails or is reversed, we may retry the charge, suspend access to paid features until it is paid, or cancel the subscription. You must not initiate a chargeback for fees that are properly due under these Terms. Contact us first so we can resolve any billing concern.

7. Third-Party Data and Data Limitations

Where the data comes from. The records shown in Atlas, and much of the reference data used by MAES, our website and our free tools, come from third parties that TetraSoft does not control ("Third-Party Data"). These include state oil and gas regulators (such as the Texas Railroad Commission, the Colorado Energy and Carbon Management Commission and the Oklahoma Corporation Commission), state environmental and tax agencies, federal agencies (such as the U.S. Environmental Protection Agency and the U.S. Energy Information Administration), mapping and imagery providers, and other public or licensed sources. Those sources decide what they publish, when they publish it and how accurate it is.

We do not verify it and do not guarantee it. Third-Party Data may be inaccurate, incomplete, out of date, duplicated, misattributed, mislocated or inconsistent between sources, and it may be changed or withdrawn by its source at any time. TetraSoft does not create, audit, verify or certify Third-Party Data. TetraSoft is not responsible or liable for any error, omission, delay or other defect in Third-Party Data, or for any consequence of relying on it.

Processing adds its own limitations. To make records usable, Atlas cleans, normalizes, converts, geocodes, matches, links, aggregates and summarizes Third-Party Data. Some values Atlas shows are derived rather than reported. For example, Texas reports oil and gas production by lease, and Atlas divides a lease's total evenly among the lease's wells to show a per-well figure. Rankings, percentiles, data-quality flags, peer comparisons, intensities, estimates and similar outputs are analytical results that depend on our methods and on the underlying data. They are not facts reported by any agency, and they are not findings or determinations by any regulator. Matching records across sources (for example, linking a well to an operator, a lease or a facility) may be wrong.

Timeliness. Update schedules are targets, not guarantees. A state's data may lag its source, or the source may itself publish late, revise earlier records, or stop publishing. Atlas is not a real-time feed.

Not an official record. Atlas is not an official or authoritative record of any agency, and nothing in the Services is a certified copy of a public record. Where an official record is required, obtain it from the issuing agency.

Your responsibility. You are solely responsible for deciding whether the Services and any data or output are suitable for your purpose, and for independently verifying any data or output against its original source, and by appropriate professional means, before relying on it. That includes any decision to buy, sell, lease, drill, plug, operate, invest, lend, file a regulatory report, take an enforcement or legal position, or publish. You assume all risk of your use of and reliance on Third-Party Data and the Services.

Third-party terms. Some Third-Party Data, map tiles and imagery are subject to their providers' own terms and attribution requirements, which you agree to respect. We may remove or change any Third-Party Data if a provider requires it or stops providing it.

8. Simulations, Estimates and Free Tools

MAES produces modeled estimates from the inputs, assumptions, emission factors and configurations you or we provide. Modeled results are not measurements. They depend on the quality and completeness of your inputs and on the limits of the model, and they may differ materially from actual emissions. You are responsible for your inputs, for reviewing and validating the results, and for deciding whether they are acceptable for any regulatory, contractual or reporting purpose. We do not represent that any regulator, verifier or counterparty will accept any MAES output.

The calculators, estimators, checklists, widgets and other free tools on our website, and the articles on our blog, are general information for educational purposes. They use simplified assumptions and published figures that may be out of date, and they are not tailored to your situation. They are not advice, and their results are not a valuation, appraisal, royalty audit, title opinion, engineering assessment, compliance determination or investment recommendation.

9. No Professional Advice

TetraSoft does not provide legal, regulatory, engineering, geological, environmental, tax, accounting, financial, investment, land or title advice through the Services. Nothing in the Services creates a professional or fiduciary relationship. Consult qualified professionals before acting on any information obtained through the Services.

10. Acceptable Use

You may use the Services only for lawful purposes and in accordance with these Terms. You will not, and will not allow anyone else to:

• scrape, crawl, spider, bulk download, systematically extract or harvest data from the Services, or use any automated means to access them, except through features we provide for that purpose;
• copy, reproduce, redistribute, publish, sell, resell, sublicense, rent, lease or otherwise make available the Services or any substantial part of their data or outputs to any third party, or use them to build or improve a dataset, database, product or service offered to others;
• use the Services, or information obtained from them, to build, train or benchmark a competing product or service, or to train or improve any machine learning or artificial intelligence model, other than for your own internal analysis;
• reverse engineer, decompile, disassemble or attempt to derive the source code, models, algorithms or data structures of the Services, except to the extent the law expressly permits despite this restriction;
• circumvent, disable or interfere with authentication, access controls, seat limits, rate limits, usage limits or security features;
• probe, scan or test the vulnerability of the Services, or attempt to gain unauthorized access to any system or account, without our prior written consent;
• upload or transmit malware, or anything that could disable, overburden or impair the Services;
• use the Services to harass, defame, stalk or discriminate against any person, to publish false or misleading statements about any person or company, or in any way that violates any person's rights;
• misrepresent Third-Party Data or our outputs as an official agency record, or as having been reviewed, endorsed or certified by TetraSoft or by any agency or institution;
• use the Services in violation of any applicable law, regulation or order, including export control and sanctions laws; or
• remove or obscure any proprietary notice, attribution or source citation in the Services.

We may monitor use of the Services to enforce these Terms and to protect the Services, and we may apply rate limits and other technical restrictions.

11. Your Content and Data

"Your Content" means data, files and other material you upload or submit to the Services, such as gas composition files, facility configurations and study inputs. You keep all rights in Your Content. You grant TetraSoft a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit and display Your Content as needed to provide, maintain, secure and support the Services for you. We do not sell Your Content and do not share it with third parties except our service providers acting for us, as required by law, or as you direct.

You represent that you have all rights, consents and permissions needed to submit Your Content and to let us use it as described, and that doing so does not violate any law, contract or third-party right. You are responsible for the accuracy of Your Content and for keeping your own copies of it.

We may collect and use data about how the Services are used, and de-identified or aggregated data that does not identify you or your organization, to operate, secure, analyze and improve the Services. Our handling of personal information is described in our Privacy Policy.

If you send us suggestions, ideas or feedback, we may use them for any purpose without obligation or compensation to you.

12. TetraSoft's Rights and Your License

The Services, including the software, the MAES simulation engine, our methods, models and algorithms, our selection, arrangement, normalization and linking of data, our derived data and analyses, and our design, text, graphics, trademarks and logos, are owned by TetraSoft or its licensors and protected by intellectual property and other laws. We do not claim ownership of underlying public records as published by their sources.

Subject to these Terms and to payment of any applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, during your trial or subscription, for the number of seats you have, to access and use the Services for your internal business purposes.

You may include limited, insubstantial excerpts of data or outputs (such as a screenshot, a short table or a chart) in your internal documents and in reports you deliver to your own clients, provided that you cite "TetraSoft Atlas" and the original agency source, you do not present the excerpt as an official record, and the excerpt is not used as a substitute for the Services or as a dataset. All rights not expressly granted are reserved.

13. Third-Party Services and Links

The Services rely on and may link to third-party services, websites and content, including payment, email, hosting, analytics, mapping and imagery providers and agency websites. We do not control them and are not responsible for their availability, content, security, accuracy or practices. Your use of them is at your own risk and subject to their terms.

14. Universities and Research Partners

TetraSoft is a spinout of Colorado State University (CSU), and MAES originated from research at CSU and The University of Texas at Austin. TetraSoft LLC is an independent company and is solely responsible for the Services. CSU, The University of Texas at Austin, their research centers, and their governing boards, officers, employees and students are not parties to these Terms, do not provide, endorse or warrant the Services or any data or output, and have no liability to you in connection with the Services. References to them describe the origins of our technology and team only.

15. Confidentiality and Security

We use reasonable administrative, technical and physical safeguards designed to protect the Services and Your Content. No system is perfectly secure, and we cannot guarantee that unauthorized access, loss or alteration will never occur. You are responsible for securing your own devices, networks and accounts. Non-public information we share with you about the Services, including pricing offered only to you and unreleased features, is our confidential information, and you will not disclose it.

16. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, ALL THIRD-PARTY DATA, AND ALL DATA, CONTENT, OUTPUTS, SIMULATIONS, ESTIMATES AND TOOLS PROVIDED THROUGH THEM ARE PROVIDED "AS IS," "AS AVAILABLE" AND "WITH ALL FAULTS," WITHOUT WARRANTY OF ANY KIND. TETRASOFT, ON ITS OWN BEHALF AND ON BEHALF OF ITS LICENSORS, DATA SOURCES AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, TIMELINESS, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE ABOVE, TETRASOFT DOES NOT WARRANT THAT THE SERVICES OR ANY DATA OR OUTPUT WILL BE ACCURATE, COMPLETE, CURRENT, RELIABLE, ERROR-FREE OR SUITABLE FOR ANY PURPOSE; THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR PLACE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM TETRASOFT OR THROUGH THE SERVICES, INCLUDING MARKETING MATERIALS, CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

Some jurisdictions do not allow the exclusion of certain warranties, so some of these exclusions may not apply to you. In that case, any implied warranty is limited to the shortest period and minimum extent permitted by law.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL TETRASOFT, ITS AFFILIATES, OR ITS OR THEIR MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, DATA SOURCES OR SERVICE PROVIDERS (THE "TETRASOFT PARTIES") BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OPPORTUNITY, PRODUCTION, RESERVES OR DATA, COST OF SUBSTITUTE SERVICES, OR ANY LOSS ARISING FROM ANY DECISION MADE OR ACTION TAKEN IN RELIANCE ON THE SERVICES OR ANY DATA OR OUTPUT, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, STATUTE OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TETRASOFT PARTIES' TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU ACTUALLY PAID TO TETRASOFT FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY, AND (B) ONE HUNDRED U.S. DOLLARS (US $100).

These limitations apply even if a remedy fails of its essential purpose, and they are an essential basis of the bargain between you and TetraSoft: we could not offer the Services at their current prices without them. They do not limit liability that cannot be limited under applicable law.

18. Indemnification

To the maximum extent permitted by law, you will defend, indemnify and hold harmless the TetraSoft Parties from and against any claims, demands, actions, losses, damages, liabilities, penalties, fines, costs and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Services; (b) any decision you make or action you take, or any report, filing, publication, analysis or advice you give to others, based in whole or in part on the Services or any data or output; (c) Your Content; (d) your breach of these Terms; or (e) your violation of any law or of any third party's rights. We may assume the exclusive defense and control of any matter you must indemnify us for, and you will cooperate with our defense. You will not settle any such matter without our prior written consent.

19. Suspension and Termination

You may stop using the Services and cancel your subscription at any time, as described in Section 6.

We may suspend or terminate your access to all or part of the Services, with or without notice, if we reasonably believe that you have breached these Terms, failed to pay fees when due, created a security, legal or operational risk, or used the Services in a way that could harm TetraSoft, other users or third parties. We may also terminate these Terms for convenience on 30 days' notice, in which case we will refund any prepaid fees for the unused part of your subscription term.

When your access ends, your license ends and you must stop using the Services. We may delete your account and Your Content after termination, as described in our Privacy Policy. You are responsible for exporting any of Your Content you wish to keep before then. Fees owed before termination remain due. Sections 6 (as to amounts owed), 7, 8, 9, 11 through 14, and 16 through 23 survive termination.

20. Time Limit for Claims

To the maximum extent permitted by law, any claim or cause of action arising out of or relating to these Terms or the Services must be brought within one (1) year after it arises. Otherwise it is permanently barred.

21. Dispute Resolution and Arbitration

Informal resolution first. Before starting arbitration or any other proceeding, the party with the dispute must send the other a written notice describing it and the relief sought, and both parties will try in good faith to resolve it for at least 30 days. Notices to TetraSoft go to arthur.santos@tetrasoftco.com or jerry.duggan@tetrasoftco.com.

Binding arbitration. Any dispute, claim or controversy arising out of or relating to these Terms or the Services, including their formation, interpretation, scope or enforceability, that is not resolved informally will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (AAA), before a single arbitrator. If you are an individual using the Services for personal purposes, the AAA's Consumer Arbitration Rules apply, and arbitration fees are paid as those rules provide; otherwise its Commercial Arbitration Rules apply. The arbitration will take place in Larimer County, Colorado, or by video conference if the arbitrator agrees, and will be conducted in English. Judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs this Section 21.

Exceptions. Either party may bring an individual claim in small-claims court if it qualifies, and either party may seek temporary or preliminary injunctive relief in court to protect its intellectual property, confidential information or the security of the Services, or to stop a breach of Section 10, pending arbitration.

Class action and jury trial waiver. YOU AND TETRASOFT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, COLLECTIVE OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate claims of more than one person and may award relief only to the individual party seeking it. If this class waiver is found unenforceable as to any claim, that claim will be decided in court and not in arbitration. TO THE EXTENT ANY DISPUTE PROCEEDS IN COURT, YOU AND TETRASOFT WAIVE ANY RIGHT TO A JURY TRIAL.

Mass filings. If 25 or more demands for arbitration raising substantially similar claims are filed against TetraSoft by or with the assistance of the same law firm or organization, the AAA's Mass Arbitration Supplementary Rules apply to them.

Changes to this Section. A change to this Section 21 does not apply to a dispute that either party gave notice of before the change was posted.

Courts. For any matter that is not subject to arbitration, you and TetraSoft submit to the exclusive jurisdiction of the state and federal courts located in Larimer County, Colorado (or, for federal court, the U.S. District Court for the District of Colorado).

22. Governing Law

These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of Colorado and applicable federal law, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

23. General Terms

• Changes to these Terms. We may update these Terms from time to time. We will post the updated Terms with a new effective date and version, and we will notify account holders of material changes by email or in the Services at least 14 days before they take effect, unless a change is required sooner by law. For paid subscriptions, material changes take effect at your next renewal. If you continue to use the Services after changes take effect, you accept them. If you do not agree, stop using the Services and cancel your subscription.
• Electronic communications. You consent to receive agreements, notices and other communications from us electronically, including by email and through the Services, and agree that they satisfy any legal requirement that they be in writing.
• Assignment. You may not assign or transfer these Terms or your account without our prior written consent. We may assign these Terms, including in connection with a merger, acquisition, reorganization or sale of assets.
• Force majeure. We are not liable for any delay or failure caused by events beyond our reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, labor disputes, government actions, failures of the internet, utilities or third-party providers, and changes to or unavailability of Third-Party Data.
• Export and sanctions. You will comply with all applicable export control and sanctions laws, and you represent that you are not located in, or a resident or national of, a country subject to comprehensive U.S. sanctions, and are not on any U.S. government restricted-party list.
• Severability and waiver. If any provision of these Terms is found unenforceable, it will be enforced to the maximum extent permissible and the rest of the Terms will remain in effect. Our failure to enforce any provision is not a waiver of it.
• Relationship. The parties are independent contractors. These Terms create no partnership, joint venture, agency, employment or fiduciary relationship, and there are no third-party beneficiaries except the TetraSoft Parties under Sections 17 and 18 and the institutions named in Section 14.
• Interpretation. Headings are for convenience only. "Including" means "including without limitation." These Terms will not be construed against either party as the drafter. If these Terms are translated, the English version controls.
• Copyright complaints. If you believe content in the Services infringes your copyright, send a notice with the information required by 17 U.S.C. 512(c)(3) to the contact address below.

24. Contact

Questions about these Terms, notices and copyright complaints: arthur.santos@tetrasoftco.com or jerry.duggan@tetrasoftco.com

TetraSoft LLC · Fort Collins, Colorado