ExxonMobil Interface:  Terms of Use Agreement

Agreement Date and Version:
DATE OF LAST REVISION:  July 1, 2023
AGREEMENT VERSION NO.:  1.0

Nothing in this material is intended to override the corporate separateness of local entities.

Exxon Mobil Corporation and its affiliated companies (“ExxonMobil” or “we”) are willing to grant you (also referred to herein as “I”) access to one or more web interfaces including but not limited to user interfaces and application program interfaces (individually and collectively referred to herein as the “Interface”) subject to your agreement to comply with these Terms of Use (the “Agreement”). If you are using the Interface on behalf of an entity, you represent and warrant that you have authority to bind that entity to the Terms and by accepting the Terms, you are doing so on behalf of that entity (and all references to "you" in the Terms refer to that entity).

For distributors, suppliers and customers of ExxonMobil or its affiliates, you may have other agreements, terms, conditions, notices, and policies that are effective as between you and ExxonMobil (“Other Terms”). In the event of any conflict between these Terms of Use and the Other Terms, the Other Terms will take precedence and control over the Terms of Use set forth in this Agreement.

BY USING THE EXXONMOBIL INTERFACE, YOU AGREE TO EACH OF THE TERMS SET FORTH HEREIN.  IF YOU DO NOT AGREE WITH ANY TERM OR CONDITION SET FORTH HEREIN OR ARE UNWILLING TO ABIDE BY ANY TERM OR CONDITION SET FORTH HEREIN, DO NOT USE THE INTERFACE.  BY USING THE INTERFACE, YOU HEREBY AGREE AND REPRESENT AS FOLLOWS:

ExxonMobil May Change this Agreement.

ExxonMobil reserves the right, at our sole discretion, to change, modify, add, or delete portions of this Agreement at any time.  Any new features or updated content or applications that we make available as a part of the Interface will be subject to this Agreement.  Your continued access or use of the Interface after any such changes constitutes your acceptance of the new Agreement. 

 

This Agreement is Effective Until Terminated.

This Agreement is effective until terminated.  You may terminate this Agreement for any reason by providing written notice to ExxonMobil and upon termination, cease your use of the Interface.  ExxonMobil may terminate this Agreement at any time for any reason without notice from ExxonMobil.  Upon the termination of this Agreement, you shall cease all use of the Interface.  In the event that your rights to use the Interface are terminated, you may immediately lose access to any information that may be on ExxonMobil’s or its licensors’ systems.  We can terminate your access to the Interface at any time.  We may also remove any user content that you post without cause and without notice to you.

 

ExxonMobil May Change the Interface.

The Interface currently is made available to you free of charge, but you are responsible for your own costs in using the Interface.  ExxonMobil reserves the right, in its sole discretion, without notice to you, at any time and from time to time, temporarily or permanently, in whole or in part, to modify, suspend, terminate, withdraw, or discontinue all or any part of the Interface without compensation to you.  You agree that neither ExxonMobil nor any of our affiliates shall be liable to you or to any third party for any modification, suspension, or discontinuance of all or any part of the Interface, in whole or in part, or of any service, content, or feature offered through the Interface.

 

The Interface Belongs to ExxonMobil.

ExxonMobil and its licensors own all right, title, and interest (including patents, copyrights, trademarks, trade secrets, and other intellectual property rights) in and to the ExxonMobil Content. All rights not expressly granted to ExxonMobil under this Agreement are reserved by ExxonMobil and/or its licensors, and you do not have (and will not assert) any rights (implied or otherwise) except as expressly set forth in this Agreement.

 

“ExxonMobil Content” means all information related to the Interface including but not limited to any material, software, code, files, content, and images contained in or generated by the Interface, accompanying data, and other embedded software, including third-party software, Interface updates and upgrades, and documentation and accompanying fonts

 

Furthermore, ESSO, EXXON, EXXONMOBIL, MOBIL, and certain other brands, trademarks, and services marks (collectively, “ExxonMobil Marks”) are marks of ExxonMobil and its affiliates.  You may not reproduce, download or otherwise use any ExxonMobil Marks without the prior written consent of the appropriate owner thereof.

 

Limited Right to Use.

Subject to your compliance with this Agreement as well as to any applicable third-party terms (as described below), ExxonMobil hereby grants you a limited, non-exclusive, non-assignable, revocable, non-sub-licensable right to use the Interface solely in support of your work with ExxonMobil or its affiliates.  This Agreement does not grant you any rights other than the limited right to use the Interface contained herein. This Agreement does not entitle you to receive, and does not obligate ExxonMobil to provide, information, support, telephone assistance, or enhancements or updates to the Interface.

 

I Will Not Use the Interface Unless I Agree to, and Follow, Each of These Rules:

 

A. Safe Use of the Interface:

The safety of all Interface users is important.  In addition, ExxonMobil believes that all users and visitors benefit from basic rules regarding conduct while using the Interface.  Widespread use and enjoyment of the Interface is jeopardized when a few individuals act irresponsibly.  To help everyone have a positive experience, we ask that you follow a few essential rules of conduct when using the Interface.  Accordingly, you agree as follows:

1. I will exercise caution, good sense, and proper judgment when using the Interface.

 

2. I will not encourage or facilitate any violations of this Agreement.

 

3. I will not use the Interface in furtherance of any unlawful, harmful, harassing, defamatory, threatening, vulgar, indecent, sexually explicit, hateful or otherwise objectionable material of any kind, any material that exploits children or is invasive of another person's privacy or other rights, or any material that ExxonMobil in its sole discretion does not wish posted or transmitted on the Interface.

 

4. I will not transmit images, software, text, or other material protected by intellectual property laws, including without limitation copyright or trademark laws and rights of publicity and privacy unless you own or control the rights thereto or have received all necessary authorizations to do the same.

 

5. I will not engage in and/or encourage conduct that would a) violate any applicable law or regulation or b) give rise to civil liability.

 

6. I will not impersonate any individual or entity, falsely state or otherwise misrepresent my identity or affiliation in any way.

 

7. I will not engage in marketing or promotion of goods or services other than ExxonMobil goods or services in connection with my engagement with ExxonMobil.

 

8. I will not assist or permit any persons in engaging in any of the activities described above.

 

 

B. Interface Security

You are prohibited from violating, or attempting to violate, the security of the Interface. Any such violations may result in criminal and civil liabilities to you. We will investigate any alleged violations, and, if a criminal violation is suspected, we will cooperate with law enforcement agencies in their investigations. Violations of the security of the Interface include, without limitation, the following:

1. Logging into or attempting to log into a server, account or interface that you are not authorized to access;

 

2. Sharing your password with others without proper authorization;

 

3. Accessing data or taking any action to obtain services not intended for you or your use;

 

4. Attempting to probe, scan, or test the vulnerability of any system, subsystem or network;

 

5. Tampering, hacking, modifying or otherwise corrupting or breaching security or authentication measures without proper authorization;

 

6. Transmitting material that contains viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines or engines with the intent or effect of damaging, destroying, disrupting or otherwise impairing a computer's functionality or the operation of the Interface or Services;

 

7. Interfering with, intercepting or expropriating any system, data or information; or

 

8. Interfering with the Interface, the Service or any associated network, including, without limitation, by means of overloading, "flooding," "mailbombing," or "crashing" any computer system.

 

You will use commercially reasonable efforts to protect user information collected by you, including personal data, from unauthorized access or use and will promptly report to your users any unauthorized access or use of such information to the extent required by applicable law.

 

Confidentiality.

You may be given access to certain non-public information relating to the Interface or obtained through the use of the Interface ("Confidential Information"), which is confidential and proprietary to ExxonMobil. You may use Confidential Information only as necessary in exercising your rights granted under this Agreement or as set forth in Other Terms, if applicable. You agree to (a) not disclose any Confidential Information to any third party without ExxonMobil’s prior written consent and (b) protect any Confidential Information from unauthorized disclosure, use or access.  You may disclose Confidential Information when compelled to do so by law if you provide us reasonable prior notice, unless a court orders that we not receive notice.

 

The Interface Contains Third-Party Software Components that are Governed by Additional Terms.

The Interface may contain various third party software components and services (which may include various licensed modules, templates, etc.).  When you use the Interface, you are agreeing to ExxonMobil’s use of such third party software components and services.  You are also agreeing to any applicable terms of use, licenses, or privacy policies related to such third party software components and services, if any.  A breach of any such terms of use, licenses, or privacy policies shall be deemed a breach of this Agreement. By using the Interface, you expressly relieve ExxonMobil from any and all liability arising from your use of any third party components or services embedded in the Interface.

 

The Interface may also contain links to other sites, applications, or content, which may appear to be embedded into the Interface, but which are not part of the Interface (“third party links”).  Your use of third party links is subject to the terms of use, if any, governing the use of such third party links.  ExxonMobil is not able to control these third party links, and assumes no responsibility for their subject matter, terms, privacy policies, or practices.  If there is any conflict between this Agreement and any terms or notices set forth with respect to any third party links, then the terms of such third party links control.  Please review the terms of use for all such third party links so that you understand all of the terms that apply to you. By using the Interface, you expressly relieve ExxonMobil from any and all liability arising from your use of any third party links.

 

You Also Are Notified, Acknowledge, and Agree to the Following General Terms and Conditions:

 

A. Liability and Warranty Disclaimer:

YOU EXPRESSLY ACKNOWLEDGE THAT USE OF THE INTERFACE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. FURTHER, YOU UNDERSTAND THAT ANY LOSS OF DATA OR DAMAGE TO YOUR COMPUTER SYSTEM YOU EXPERIENCE USING THE INTERFACE IS AT YOUR SOLE RISK.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE INTERFACE AND ANY SERVICES PERFORMED OR PROVIDED BY THE INTERFACE ("SERVICES") ARE PROVIDED "AS IS" AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND ARE SUBJECT TO CHANGE AT ANY TIME WITHOUT NOTICE TO YOU.

 

TO THE EXTENT PERMITTED BY LAW, EXXONMOBIL HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE INTERFACE AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS.  EXXONMOBIL DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE INTERFACE, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE INTERFACE OR SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT DEFECTS IN THE INTERFACE OR SERVICES WILL BE CORRECTED.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY EXXONMOBIL OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY.  MOREOVER, NOT ALL THE FUNCTIONALITY AND FEATURES SET FORTH IN THIS AGREEMENT WILL NECESSARILY BE AVAILABLE IN THE INITIAL VERSION (OR ANY FUTURE VERSION) OF THE INTERFACE, AND NO MENTION OF SUCH FUNCTIONALITY OR FEATURES HEREIN SHOULD BE CONSTRUED AS A PROMISE TO PROVIDE SUCH FUNCTIONALITY OR FEATURES IN THE INTERFACE OR IN ANY OTHER PRODUCT OFFERED BY EXXONMOBIL.

 

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL EXXONMOBIL BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SUBSTITUTE SERVICES, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE INTERFACE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

 

TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF EXXONMOBIL, FOR ANY CLAIM UNDER THIS AGREEMENT, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO ONE HUNDRED US DOLLARS ($100.00).

 

B. Indemnification:

TO THE EXTENT PERMITTED BY LAW, YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD EXXONMOBIL AND ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS HARMLESS FROM AND AGAINST ANY LOSS, DAMAGE, LIABILITY, COST, OR EXPENSE OF ANY KIND (INCLUDING ATTORNEYS’ FEES) THAT EXXONMOBIL OR ITS AFFILIATES MAY INCUR IN CONNECTION WITH A THIRD-PARTY CLAIM, OR OTHERWISE, IN RELATION TO YOU OR YOUR CONTRACTOR’S USE OF THE INTERFACE OR YOU OR YOUR CONTRACTOR’S VIOLATION OF EITHER THIS AGREEMENT OR THE RIGHTS OF ANY THIRD PARTY.

 

C. Global Availability / Export Controls:

The Interface may be controlled and operated by ExxonMobil from various offices in the United States or the European Union.  ExxonMobil makes no representation that the Interface as accessed or described is appropriate or available for use in other locations, and access to them from other countries where the contents are illegal or penalized is prohibited.  Access to or use of the Interface by persons or from countries who are sanctioned by the United States or the European Union is specifically prohibited.  Those who access the Interface do so on their own and are responsible for compliance with all applicable United States, European Union and local laws.  You may not export or re-export the Interface, information, or materials accessed on or described in the Interface except in full compliance with all United States and European Union laws and regulations.  In particular, you may not export or re-export into (or to a national or resident of) any country to which the United States or European Union embargoes or sanctions goods, services, or technology, to any person or entity on the United States Treasury Department's List of Specially Designated Nationals, the United States Bureau of Export Administration Entity List, the United States Bureau of Export Administration Denied Persons List, the United States Commerce Department's Table of Denial Orders, and any European Union and European Union member state restrictive measures or sanctions.  In addition, you are responsible for complying with any local laws in your country which may impact your right to import, export, or use the Interface.

 

D. Privacy Policy:

You will comply with all applicable privacy laws and regulations including those applying to personal data.  Information that ExxonMobil may collect from you during your use of the Interface is subject to our Privacy Policy (which can be accessed here) or other additional notice(s) as applicable. 

 

E. Disputes, Forum, and Governing Law:

The Agreement is governed by and construed in accordance with the laws of the State of Texas, excluding its conflicts of law rules.  Where federal jurisdiction exists over any action, suit or proceeding arising out of or in any way connected with this Agreement, you and ExxonMobil designate the United States District Court for the Southern District of Texas, Houston Division, for the exclusive resolution of that dispute and submit to the jurisdiction of that court.  Where federal jurisdiction does not exist over that action, suit or proceeding, you and ExxonMobil designate the District Court for Harris County, Texas, for the exclusive resolution of that dispute and submit to the jurisdiction of that court. 

 

F. Miscellaneous:

This Agreement is the entire agreement between you and ExxonMobil.  It supersedes and replaces any and all prior or contemporaneous agreements between you and ExxonMobil relating to your use of the Interface (including, prior versions of this Agreement).  The failure of ExxonMobil to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision.  This Agreement operates to the fullest extent permissible by law.  If any provision of this Agreement is found unlawful, void, or unenforceable by a court based upon any written decree, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.  We can change this Agreement at any time, and your continued use of the Interface after any change we make will mean that you agreed with the changes.  Notice to you may be made by displaying notices or links to notices to you generally on the Interface. 

 

IN THE EVENT THAT YOU DO NOT AGREE TO ANY OF THESE TERMS, YOU MAY NOT ACCESS OR USE THE INTERFACE FOR ANY PURPOSE.

 

BY YOUR ACCEPTANCE OF THESE TERMS OF USE, YOU AGREE THAT ANY CLAIMS OR DISPUTES SHALL BE BROUGHT ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS.

 

G. Other Legal Notices:

The API may use or otherwise incorporate a variety of software products provided by third-party vendors, many of which may require ExxonMobil to express certain attributions and terms.  These attributions and terms constitute a part of this Agreement as if fully set forth herein.

 

H. How to Contact Us:

For information about how to contact ExxonMobil, please visit www.exxonmobil.com.