Last updated: March 31, 2023
ARBITRATION AND WAIVER OF CLASS ACTION NOTICE
THESE TERMS CONTAIN A BINDING ARBITRATION AGREEMENT INCLUDING A WAIVER OF ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. ADDITIONAL DETAILS ARE SET FORTH IN THE “ARBITRATION AGREEMENT AND CLASS ACTION WAIVER” SECTION BELOW.
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The Site, including all information, services, images, logos, trademarks, graphics, software, and other content made available by Dril-Quip on the Site (collectively, the “Site Content”) are the sole property of Dril-Quip, its affiliates or their licensors and are protected by copyright and other laws, both in the United States and in other countries. You may not reproduce, modify, republish, distribute, resell, broadcast, reverse-engineer, create derivative works from or otherwise exploit in any manner, in whole or in part, the Site Content, except to the extent expressly permitted by Dril-Quip. You may download and copy Site Content made available to you on the Site for your personal and noncommercial use, provided that you keep intact any copyright or other proprietary notices displayed therein. Except for this limited license, Dril-Quip does not convey any interest in or to the Site Content. All rights not expressly granted herein are reserved by Dril-Quip, its affiliates and their licensors.
Acceptable Use Policy
THE SITE AND ITS CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. DRIL-QUIP MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING: (1) THE SITE CONTENT, INCLUDING BUT NOT LIMITED TO (A) THE ACCURACY, COMPLETENESS, SECURITY, AVAILABILITY OR TIMELINESS OF THE SITE CONTENT, OR (B) THE RESULTS OBTAINED OR TO BE OBTAINED FROM THE SITE CONTENT; OR (2) THE ABSENCE OF ANY MALWARE OR OTHER HARMFUL CODE ON THE SITE OR WITHIN ANY SITE CONTENT. DRIL-QUIP, ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, AND ACCORDINGLY, THE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU. IF YOU ARE A CONSUMER, ANY STATUTORY RIGHTS THAT CANNOT BE WAIVED BY YOU ARE UNAFFECTED BY THIS SECTION.
Limitation of Liability
IN NO EVENT WILL DRIL-QUIP, ITS AFFILIATES OR LICENSORS BE LIABLE TO YOU FOR ANY DIRECT, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR LOST REVENUES OR PROFITS, ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, DELICT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT DRIL-QUIP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
BECAUSE SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OF DAMAGES, DRIL-QUIP’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY THE LAWS OF SUCH JURISDICTION.
All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed in accordance with the domestic laws of the State of Texas, without giving effect to any choice of law or conflict of law.
Any dispute in connection with the Service or these Terms will be resolved in accordance with this Section (the “Arbitration Agreement”).
- Mandatory Arbitration. YOU AND DRIL-QUIP AGREE THAT ANY DISPUTE OR CLAIM BETWEEN YOU AND DRIL-QUIP OR ANY AFFILIATE OF DRIL-QUIP OR ANY OF THEIR DIVISIONS, SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, SUCCESSORS, OR ASSIGNS THAT RELATE IN ANY WAY TO THE SERVICE, INCLUDING DISPUTES OR CLAIMS UNDER FEDERAL OR STATE STATUTES OR TORT LAW (“DISPUTE”) MUST BE RESOLVED EXCLUSIVELY THROUGH FINAL AND BINDING ARBITRATION. YOU UNDERSTAND THAT YOU ARE GIVING UP THE RIGHT TO RESOLVE A DISPUTE IN COURT, ON A CLASS-WIDE OR COLLECTIVE BASIS, OR IN FRONT OF JURY.
- Arbitration Process. In arbitration, Disputes are resolved by a neutral arbitrator instead of a judge or jury, discovery is more limited than in court, and the arbitrator’s decision is subject to limited review by courts. A single arbitrator with the American Arbitration Association (“AAA”) will conduct the arbitration, and the award may not exceed the relief allowed by applicable law. The arbitrator can award on an individual basis the same damages and relief as a court, including monetary damages, injunctive relief, and declaratory relief. Judgment on the arbitrator's award may be entered in any court having jurisdiction thereof. The arbitration will be conducted in Harris County, Houston, Texas or another mutually agreed location. The AAA Arbitration Rules & Procedures will apply. You and Dril-Quip agree that if for any reason AAA will not conduct or becomes unavailable to conduct the arbitration, then a court may appoint a substitute arbitrator, and further agree that the choice of AAA as a forum is not integral to this Arbitration Agreement.
- Interpretation. The Federal Arbitration Act (“FAA”) applies to this Arbitration Agreement and governs its interpretation and enforcement. The arbitrator will decide all issues relating to the enforceability, interpretation, scope, and application of the Terms, including this Arbitration Agreement (including “gateway” issues of arbitrability, whether the Arbitration Agreement is unconscionable or illusory and any defense to arbitration), in relation to the Service, except that a court will resolve any question regarding the validity or enforceability of the “Arbitration Class Action Waiver” Section below. The term “Dispute” and the requirement to arbitrate will be broadly interpreted. This Arbitration Agreement will survive termination of the Service.
- Arbitration Class Action Waiver. You and Dril-Quip agree that the arbitration will be conducted solely on an individual basis and not on a class, representative, collective, consolidated, or private attorney general basis. A Dispute may not be consolidated with a claim brought or discovery by any person or entity that is not a party to the arbitration proceeding. The arbitrator may not award relief to any person or entity other than a party to the arbitration proceeding and may only award such relief as is necessary to provide relief to a party to the arbitration proceeding. If a court deems any portion of this paragraph invalid or unenforceable, then the “Mandatory Arbitration” and “Arbitration Fees and Costs” sections of this Arbitration Agreement will be null and void.
- Arbitration Fees and Costs. We will reimburse you for any filing fees, administrative and arbitrator fees charged by the arbitration tribunal at the conclusion of arbitration, but only if you fully participate in the proceeding. Notwithstanding the foregoing, in the event that the arbitrator determines that your claim was patently frivolous, the arbitrator will require you to reimburse Dril-Quip for any filing, administrative or arbitrator fees associated with such proceeding. Otherwise, each party shall bear its own costs in connection with such proceeding.
- Opt-Out. NOTWITHSTANDING THE ABOVE, YOU MAY CHOOSE TO PURSUE YOUR CLAIM IN COURT AND NOT BY ARBITRATION IF YOU OPT OUT OF THIS ARBITRATION PROVISION WITHIN 30 DAYS FROM THE EARLIER OF: (1) THE DATE YOU ACCEPT THIS ARBITRATION AGREEMENT, OR (2) THE DATE YOU FIRST ACCEPTED ANY OTHER AGREEMENT WITH DRIL-QUIP THAT CONTAINED AN ARBITRATION PROVISION. The opt-out notice must be postmarked no later than the applicable deadline and mailed to:
2050 West Sam Houston Parkway S.
Houston, TX 77042
Attn: Legal Department
The opt-out notice must state that you do not agree to this arbitration provision and must include your name, address, phone number and email address. You must sign the opt-out notice in order for it to be effective. This procedure is the only way you can opt out of this arbitration provision; failure to comply strictly with this procedure and the applicable deadline automatically will render the opt-out notice null and void. If you opt out of the arbitration provision, all other parts of this Arbitration Agreement will continue to apply.
- Mass Arbitration. If 25 or more claimants initiate claims against Dril-Quip in connection with the Service raising similar claims where counsel for such claimants are the same or coordinated among such claimants, the claims shall proceed in arbitration in a coordinated proceeding. Counsel for each of Dril-Quip and such claimants shall each select five cases to proceed first in arbitration in a bellwether proceeding. The remaining cases shall not be filed in arbitration until the first ten cases have been resolved. If the parties are unable to resolve the remaining cases after the conclusion of the bellwether proceeding, each side may select another five cases to proceed to arbitration for a second bellwether proceeding. This process may be repeated until the parties are able to resolve all such claims, either through settlement or arbitration. A court shall have the authority to enforce this clause, and if necessary, to enjoin the mass filing of arbitration demands against Dril-Quip. For clarity, an arbitration award and any associated judgment shall apply only to the specific case. To the extent the prohibition on class arbitration set forth in this Section cannot be enforced as to all or part of the Dispute, then this Arbitration Agreement will not apply to that portion of the Dispute.
Cautionary Statement Regarding Forward-Looking Information
The Site and the documents available through the Site contain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as “intends,” “will,” “may,” “estimates,” “plans” “anticipates,” “believes,” “expects,” “could” or other similar words or expressions are typically used to identify forward-looking statements. Forward-looking statements are subject to risks, uncertainties and other factors that are difficult to predict and that may cause actual results or outcomes to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause results to differ materially from those in the forward-looking statements are detailed from time to time in reports filed by Dril-Quip with the SEC. Forward-looking statements reflect the current views of Dril-Quip’s management and assumptions based on information currently available to management. Forward-looking statements speak only as of the date they are made and Dril-Quip expressly disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
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