Terms Of Use

These Terms of Use (these “Terms of Use”), govern the terms and conditions of your access and use of the web site and services (collectively, the “Web Site”) of the Oil & Gas Innovation Center, Inc. (“OGIC”), and are a legal agreement made between you (“you,” “yourself,” or “Customer”), and OGIC. However, if you have registered as or on behalf of an entity, such as a corporation, partnership, limited liability company or other entity, the terms “you” or “Customer” refer to the entity, and you represent and warrant that you have power and authority to enter into these Terms of Use on behalf of the entity.  If you have been provided with a user name and password issued on behalf of an entity, you agree to perform on behalf of such entity in accordance with these Terms of Use.  User names and passwords may not be shared.

By selecting the “Accept” button or by using the Web Site, you confirm your acceptance of, and agree to be bound by, these Terms of Use.

1. Your Responsibilities

A. You agree to provide true, current and complete information about yourself on our online and offline registration forms, and to maintain and promptly update such information.  It is your responsibility to (a) obtain and pay for all equipment and third-party services (e.g., computer and Internet access) required for you to access and use the Web Site and (b) maintain the security of your password.  You agree to notify OGIC immediately of any unauthorized use of your password or any other breach of security known to you.

B. You acknowledge and agree that OGIC is not responsible for information, data, text, software, music, audio, photographs, graphics, video, messages, tags, or any other materials (“Content”) from third parties or available from external sites or resources, and that OGIC does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such Content, sites or resources.  OGIC has no responsibility or liability for the deletion, corruption, or alteration of, or failure to store any Content. You understand that the Web Site carries descriptions of third parties’ technologies and may carry branding or sponsorships by third parties (“Other Participants”). If you enter into correspondence or proposed or completed transactions with Other Participants, such correspondence or transactions are solely between you and the Other Participants. Further, the Content on the Web Site is not intended as a substitute for investment or other professional advice.  OGIC assumes no liability, obligation or responsibility for any such correspondence or transactions.  You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, safety, completeness, or usefulness of such Content.  Accordingly, you hereby waive any and all rights or remedies you may have against OGIC with respect thereto, and shall indemnify and hold harmless OGIC and its suppliers regarding all matters related to your use of the Web Site.

C. You agree not to, directly or indirectly:  (i) use the Web Site in any way that is unlawful, tortious, or otherwise could result in civil or criminal liability, such as sharing of pricing or competitively sensitive information or other collusive activities that could violate anti-trust laws or regulations; (ii) transmit any Content prohibited by intellectual property (e.g., patent, copyright, trademark, trade secret, or privacy and publicity) or other laws (such as export control, consumer protection, unfair competition, anti-discrimination or false advertising), unless you are the owner or have permission to use such Content or exercise such rights; or (iii) interfere with or disrupt OGIC products and services or servers or networks connected to them or interfere with any security or rights protection functionality of OGIC or any third party.  OGIC shall be the sole arbiter as to what activities violate this policy.

2. Privacy Policy

Your use of any the Web Site is subject to OGIC’s Privacy Policy as in effect from time to time, available at www.oilandgasinnovation.com, which is incorporated herein by reference.

3. Termination

OGIC reserves the right to terminate or suspend your account, your use of any or all of the Web Site, and general access to any Content without prior notice, if you engage in any conduct that OGIC believes: (a) violates the letter or spirit of any term or provision of these Terms of Use, (b) violates the rights of OGIC or third parties, or (c) is otherwise inappropriate for continued access and use of the Web Site. OGIC may terminate any free trial or unpaid account at any time.

4. Modifications to these Terms of Use

OGIC may amend these Terms of Use at any time by (a) posting revised Terms of Use on the Web Site, and/or (b) sending information regarding the amendment to your email address of record with OGIC.  You shall be deemed to have accepted such amendments by continuing to use the Web Site after such amendments have been posted or information regarding such amendments has been sent to you.  If you do not agree to any such amendments, you may terminate these Terms of Use and immediately cease all use of the Web Site.

5. Modifications to Web Site

OGIC reserves the right at any time to modify any portion of the Web Site without notice.  If OGIC discontinues the Web Site or any material portion of the Web Site during your subscription, and does not offer a comparable publication, OGIC will provide at its option a pro rata credit against future subscription fees or a pro rata refund of the unused subscription fees.

6. Disclaimer of Warranties and Limitation of Liability

A. THE WEB SITE, CONTENT ON THE WEB SITE AND OTHER OGIC OFFERINGS (“OGIC ITEMS”) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND OGIC AND ITS SUPPLIERS DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.  OGIC AND ITS SUPPLIERS DO NOT ASSUME RESPONSIBILITY FOR TIMELINESS, MISDELIVERY, DELETION, OR FAILURE TO STORE ANY CONTENT, AND DO NOT WARRANT THAT ACCESS TO OR USE OF ANY OGIC ITEM WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, OR THAT OGIC ITEMS WILL RESULT IN REVENUES, PROFITS OR SAVINGS.

B. YOUR USE OF OGIC ITEMS IS AT YOUR OWN RISK. NEITHER OGIC NOR ANY OF ITS SUPPLIERS WILL BE LIABLE FOR DAMAGES (INCLUDING CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR LOST REVENUES, PROFITS OR SAVINGS) ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE WEB SITE OR ANY OTHER OGIC ITEMS, AND YOU HEREBY RELEASE AND WAIVE ANY CLAIMS WITH RESPECT THERETO, WHETHER BASED ON CONTRACTUAL, TORT OR OTHER GROUNDS, EVEN IF OGIC OR ANY SUCH SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. If you are aCaliforniaresident, you waive your rights underCaliforniaCivil Code § 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” Residents of other states and nations similarly waive their rights under comparable local law.  THE ENTIRE LIABILITY OF OGIC AND ITS SUPPLIERS AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE USE OF OGIC ITEMS OR ANY BREACH OF THIS AGREEMENT ARE LIMITED TO ONE (1) YEAR OF SUBSCRIPTION FEES OR IF LESS THE FEE FOR THE APPLICABLE OGIC ITEM. You agree that any claim or cause of action arising out of or related to use of OGIC ITEMS or these Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred. SOME JURISDICTIONS DO NOT ALLOW IMPLIED WARRANTIES TO BE EXCLUDED OR MODIFIED OR LIABILITY TO BE LIMITED, SO NOT ALL OF THE ABOVE LIMITATIONS MAY APPLY TO YOU.

7. Charges

A. Payment of your account balance is due within thirty (30) days after the invoice date. Payments may be made by check or wire transfer, or at OGIC’s discretion, by credit card, debit card, in good U.S. funds.  Interest will accrue on late payments at the lesser of one percent (1%) per month or the maximum legal rate.  All charges will be exclusive of value added (“VAT”), sales or other taxes, for which you are responsible.

B.  OGIC currently offers annual subscriptions, and may revise its annual subscription price at any time.  Subscription renewal constitutes acceptance of the then-current current subscription price and terms and conditions.

C. REFUND POLICY.  For tickets to OGIC events PURCHASED PER-PERSON, in order to receive a refund, all cancellations must be received by OGIC in writing no less than three weeks prior to the start date of the event.  Fees for cancellations made less than three weeks prior to the start date of THE event are not refundable.  Fees FOR ALL OTHER OGIC OFFERINGS (such as annual memberships and sponsorships) are NON-REFUNDABLE, AND ALL SALES OF SUCH OTHER OGIC OFFERINGS ARE FINAL.

8. Ownership

You agree that all programs, services, processes, designs, software, technologies, trademarks, trade names, inventions, patents, other intellectual property and materials comprising the Web Site are wholly owned by OGIC and/or its suppliers except where expressly stated otherwise.

9. Limited Right to Use

A. Subject to your payment of applicable charges and compliance with the other terms and conditions of these Terms of Use, OGIC grants you a limited, nonexclusive, non-transferable, revocable right during the term of these Terms of Use to use the Web Site solely for your internal business purposes.  You agree not to use for any other purpose, sell, resell, rent or sublicense (including offering any of the Web Site to third parties on an applications service provider or time-sharing basis), lease, loan, republish, distribute (for example, in other media), transmit, or create a derivative work of, or otherwise exploit any portion of the Web Site or access to the Web Site, without prior written permission of OGIC. No part of the Web Site may be reproduced, mirrored or cached in any form or incorporated into any information retrieval system, electronic or mechanical, for resale or distribution. You shall maintain any notices contained in or displayed on the Web Site. All rights not specifically granted by OGIC are reserved by OGIC.

B.  OGIC may provide forms or mechanisms for you to provide feedback, suggestions and ideas about OGIC products and services (“Responses”), and accordingly, OGIC may use any Responses in any way, including in future versions of its products or services, and/or its advertising or promotions. You grant OGIC a perpetual, worldwide, non-exclusive, irrevocable, transferable, sublicenseable, license without royalty or other compensation to use, copy, distribute, create derivative works of, transmit, perform and display the Responses, in any manner and for any purpose.

10. Indemnification

You agree to indemnify and hold harmless OGIC and each of its officers, directors, employees, agents, and suppliers from and against any and all losses, liabilities, expenses (including reasonable attorneys’ fees and costs) and damages arising out of claims based upon use of your account, the Web Site or Content, including any violation of these Terms of Use by you or any other person using your account.

11. Notices; Consent

Notices given by OGIC to you will be given by general posting on the Web Site or to your account, or by email, overnight courier, first class or express mail to your address of record at OGIC.  Notices given by you to OGIC must be given by first class or express mail, certified or registered, postage prepaid and sent to Oil & Gas Innovation Center, Inc., 530 Lytton Avenue, 2nd Floor, Palo Alto, California 94301 U.S.A.

12.  Notices of Infringement

Persons who believe that their copyrights or other intellectual property rights have been infringed via the Web Site may notify OGIC’s Designated Agent. All notices must comply with the requirements of U.S. Copyright Act Section 512(d) and regulations promulgated thereunder, as amended. Such notices not complying with these requirements will be returned unprocessed.   Also, please indicate the specific Content, and Web Site URL.  Designated Agent and Address of Agent:

Attn: Copyright Designated Agent

Oil & Gas Innovation Center, Inc.

530 Lytton Avenue, 2nd Floor

Palo Alto, California 94301

U.S.A.

13. Export Control

Customer acknowledges that all or portions of the Web Site may be subject to the export control laws of theUnited Statesand/or other jurisdictions of the world.  Customer agrees not to export, re-export or otherwise transfer any portion of the Web Site, such as by providing or receiving Content that is export-controlled to or from the Web Site, in violation of any applicable export law or regulation.

14. General Terms

The laws of the State ofCalifornia,U.S.A., excluding its conflicts of law rules, govern these Terms of Use and your use of the Web Site.  The UN Convention on Contracts for the International Sale of Goods is disclaimed.  You agree that exclusive jurisdiction for any claim or dispute arising from these Terms of Use shall be in the federal and state courts located inSanta Clara County,California,U.S.A.  If any provision of these Terms of Use is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. OGIC’s failure to act with respect to a breach by you or others does not waive OGIC’s right to act with respect to subsequent or similar breaches. You may not assign or transfer these Terms of Use or any rights hereunder, and any attempt to the contrary is void.  Subject to the preceding sentence, these Terms of Use benefit and bind the respective successors and assigns of the parties.  OGIC shall not be liable for any delay or failure to perform resulting directly or indirectly from any causes beyond OGIC’s reasonable control. These Terms of Use supersede all prior or contemporaneous agreements, representations, warranties, understandings or communications between the parties regarding the subject matter herein.  There are no third party beneficiaries to these Terms of Use.  The Web Site and other OGIC offerings are not offered to anyone under the age of eighteen (18).  Any OGIC software, Content and the documentation which accompanies the same are “Commercial Items,” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government as end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Oil & Gas Innovation Center, Inc., 530 Lytton Avenue, 2nd Floor, Palo Alto, California 94301, USA. Sections 6, 8, 9(B), 10, 11, 12 and 14 of these Terms of Use shall survive the termination of your account or access to the Web Site or other expiration or termination of these Terms of Use.  All payment obligations accrued before such expiration or termination also shall survive such expiration or termination.

Effective date of this version: June 12, 2012

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