2. Ownership of Content.
3. License Grant.
PIDX grants to you a limited, non-exclusive, revocable, non-transferable license to access, view and use the Website, including the Content contained therein, subject to any access restrictions PIDX may establish from time to time. You may access, download, view, copy and print the Content incorporated into the Website solely for your internal business use and only if you attribute ownership and authorship to PIDX; provided further that, without the express prior written permission o f PIDX, such Content may not be adapted, modified, published, displayed, transmitted, transferred, shared with or disseminated to anyone for any purpose which is inconsistent with the business purpose of the Website, facilitates competition with the Website, makes commercial use of the Website for the benefit of a person other than PIDX or an PIDX Member or which violates applicable United States or international law. The license to use and access this Website does not permit access to the Website through the use of automated software programs, such as bots, web agents, web crawlers or spiders.
In addition to the license granted above, the use of any PIDX standards obtained from the Website, whether or not such PIDX standards are in draft, final or other form, also is governed by the PIDX End User License Agreement, which is available at www.pidx.org/eula.htm.
4. Use Restrictions; Posting Restrictions.
Notwithstanding the foregoing license grant, you may not resell, redistribute, broadcast or transfer the Content or use the Content in a searchable, machine-readable database or file except through the authorized access to the Website. Unless separately and specifically authorized in writing by PIDX, you may not rent, lease, sublicense, distribute, transfer, copy, reproduce, publicly display, publish, adapt, modify, create derivative works, mine, harvest, collect, store or time-share the Website, any part thereof, or any of the Content received or accessed therefrom to or through any person or entity. Access to any restricted or password protected area of the Website without the authorization of PIDX is strictly prohibited. You agree to use the Website, including, without limitation, any restricted area, and the Content contained herein for lawful purposes only.
You agree not to post or transmit any information through the Website which:
(a) infringes the rights of others or violates their privacy or publicity rights;
(b) is unlawful, threatening, abusive, defamatory, libelous, vulgar, obscene, profane, indecent or otherwise objectionable;
(c) contains viruses or similar programs that may damage the operation of another’s computer or property;
(d) advertises or offers to sell or buy any goods or services for any business purpose unless specifically authorized by PIDX in writing;
(e) uses a false identity for the purpose of misleading others;
(f) is protected by copyright, trademark or other proprietary right without the express written permission of the owner of such right;
(g) deletes any copyright or proprietary notice other designations that identify the source or origin of any materials; or
(h) which is used to unlawfully collude against another person in restraint of trade and competition.
You shall be solely liable for any damages resulting from any infringement of copyright, trademark or other proprietary right , or any other harm resulting from your use of the Website or the Content contained herein.
By posting materials to the Website, you warrant and represent that you own the copyright to such materials, have received permission from the copyright owner, or that the material is in the public domain. You further represent and warrant that you have the full and unencumbered right to post such materials and that the posting will not infringe upon any rights of others. You grant PIDX and users of the site a non-exclusive, irrevocable, royalty free license to display, copy, transmit, print and use this information in any manner. As described further in the PIDX Procedures for Standards Development, available at www.pidx.org/procedures, if such posted materials relate to a PIDX standard being developed or considered by PIDX, such posted materials shall become a “Contribution” and shall be the sole and exclusive property of PIDX. Any activities that you perform on the Website relating to standards development are subject to the PIDX Procedures for Standards Development and your use of the Website for such purposes is subject to your agreement to abide by the PIDX Procedures for Standards Development.
You acknowledge that you are responsible for the legality, accuracy, and appropriateness of the materials that you submit. Although PIDX has no obligation to monitor these materials, PIDX reserves the right to review materials that are posted on the Website and has the right to terminate your access to the Website at any time and for any reason without providing notice to you. PIDX reserves the right to remove, edit, or refuse to post any information that it deems inappropriate.
You agree that PIDX may disclose any information involving you (including your identity) if PIDX believes that there is a violation of law or in response to any applicable law, regulation, legal process or government request.
5. Linking to the Website.
You may link to the Website provided that you comply with the following:
(a) You may not utilize PIDX logos, marks, or other distinctive graphics, video, or audio material in your links, without PIDX’s express written permission, which PIDX may withhold in its sole discretion.
(b) You may not link in any manner reasonably likely to (i) imply affiliation with or endorsement or sponsorship by PIDX, (ii) cause confusion, mistake, or deception, (iii) dilute PIDX’s trademarks or service marks, or (iv) otherwise violate state or federal law.
(c) You may link only to the home page of the Website unless you are authorized to access other portions of the Website pursuant to a valid written agreement with PIDX.
(d) You may link to the Website only in a direct manner; the use of a border environment or frames around the Website or any Content is not permitted.
(e) You may not link to the Website from a website that (1) could be construed as distasteful or offensive, obscene, defamatory, libelous, misleading, or is being used for illegal purposes, or (2) infringes upon any intellectual property or other right of any entity or person. If in the sole opinion of PIDX you violate any of these restrictions, you agree to immediately remove the link to the Website from your site.
8. Connectivity; Delay in Service.
You are responsible for all costs and expenses associated with establishing and maintaining your connection to the Website. You shall provide and maintain all computer and other equipment necessary to access the Website. PIDX reserves the right to refuse assistance or seek fees if you seek assistance from PIDX with respect to your use of the Website. Neither PIDX nor any of its licensors (including its and their officers, directors, managers, employees, affiliates, agents, representatives or sub-contractors) shall be liable for any loss or liability resulting, directly or indirectly, from delays or interruptions in access to the Website due to electric or mechanic equipment failures, telephone interconnect problems, defects, weather, strikes, walkouts, fire, acts of God, riots, armed conflicts, acts of war or other like causes. PIDX shall have no responsibility to provide you access to the Website.
You acknowledge that PIDX reserves the right, and may from time to time, monitor your access and use of the Website and all Content transmitted or received through the Website. PIDX, at its sole discretion and without further notice to you, may (but is not obligated to) review, censor or prohibit the transmission or receipt of any Content which PIDX deems inappropriate or that violates any term or condition of this Agreement. During monitoring, Content may be examined, recorded, copied, and used for authorized purposes. Your use of the Website, authorized or unauthorized, constitutes consent to such monitoring.
PIDX and its licensors do not warrant the accuracy or suitability of the Content for any purpose.
FOR THIS REASON, YOU ACKNOWLEDGE AND AGREE THAT THE WEBSITE AND THE CONTENT ARE PROVIDED TO YOU ON AN “AS IS” AND “WITH ALL FAULTS” BASIS. PIDX AND ITS LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS, ORAL, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY, ANY WARRANTIES ARISING BY VIRTUE OF CUSTOM OF TRADE OR COURSE OF DEALING, ANY IMPLIED WARRANTIES OF TITLE OR NON-INFRINGEMENT, AND ANY WARRANTIES REGARDING THE RELIABILITY, ACCURACY, SUITABILITY, OR LACK OF VIRUSES IN THE WEBSITE OR THE CONTENT. FURTHER, PIDX AND ITS LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE WEBSITE OR THE CONTENT WILL MEET YOUR REQUIREMENTS OR ARE SUITABLE FOR YOUR NEEDS. YOU ASSUME ALL RISKS OF ERRORS AND/OR OMISSIONS IN THE WEBSITE AND THE CONTENT, INCLUDING THE TRANSMISSION OR TRANSLATION OF THE CONTENT. YOU ALSO ASSUME ALL RESPONSIBILITY, BY WHATEVER MEANS YOU DEEM MOST APPROPRIATE FOR YOUR NEEDS, FOR DETECTING AND ERADICATING ANY VIRUS THAT MAY OR MAY NOT BE PRESENT IN THE WEBSITE OR THE CONTENT.
12. Links to Third Party Websites
The Website may contain links to third party websites not under the control or operation of PIDX. PIDX provides any such links only as a convenience for you and is not responsible for any such linked sites, the content on any such linked sites or any site linked to or from any such linked sites. PIDX does not promote, endorse or have any affiliation with any other linked site or linked site owner unless expressly stated on the Website. When you access a linked site from the Website, you leave this Website and you do so at your own risk. You are responsible for viewing and complying with the terms and conditions of use posted on the linked site.
Any commercial transactions or business activities between you and third parties (including advertisers) included in the linked site are solely between you and the third party and PIDX shall not be responsible or liable for any part of such dealings or promotions.
13. Limitation of Liability; Force Majeure.
You assume full responsibility for implementing sufficient procedures and checks to satisfy your requirements for accuracy and suitability of the Website and the Content, and for maintaining any means which you may require for the reconstruction of lost data or subsequent manipulations or analyses of the Content provided under this Agreement. YOU ACKNOWLEDGE AND AGREE THAT PIDX AND ITS LICENSORS (INCLUDING ITS OR THEIR OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES AND SUBCONTRACTORS) SHALL NOT IN ANY EVENT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE WEBSITE AND THE CONTENT FOR ANY PURPOSE WHATSOEVER. PROVISIONS CONTAINED IN THIS SECTION SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
Further, you agree that PIDX will not be liable for any loss resulting from a cause over which PIDX does not have direct control, including but not limited to the failure of electronic or mechanical equipment, communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, natural disasters, strikes wars, or government/judicial restrictions.
You agree to release, indemnify, defend and hold harmless PIDX and its licensors and their affiliates, officers, directors, managers, employees, agents, representatives and subcontractors (collectively, the “Indemnified Parties”) from and against any and all losses, damages, claims, demands, suits, liabilities, fines, penalties, and expenses (including reasonable attorney’s fees and expenses) (collectively, “Claims”) of whatever kind, character or nature brought by or on behalf of any person that arise out of, are related to or in connection with this Agreement or your access or use of the Website or the Content, even if caused, in whole or in part, by the joint, sole, or concurrent negligence, willful misconduct, strict liability or other fault, whether passive or active, of any person or entity, including any of the Indemnified Parties.
15. Attorneys’ Fees.
If PIDX takes action (by itself or through its representatives) to enforce any of the provisions of this Agreement, PIDX shall be entitled to recover from you (and you agree to pay), in addition to all sums to which it is entitled or any other relief, at law or in equity, reasonable and necessary attorneys’ fees and any costs of any litigation.
16. Applicable Laws/Jurisdiction.
PIDX controls and operates this Website from its offices in the United States of America. PIDX makes no representation that materials on the Website are appropriate for use in other countries and access to them from countries where the content is illegal is prohibited. Persons who chose to access this Website from other locations do so on their own initiative, and are responsible for compliance with local laws.
Use of the Website by you is unauthorized in any jurisdiction that does not give effect to all provisions contained in this agreement.
The laws of the State of Texas, excluding its conflicts-of-law rules, shall govern this Agreement and your use of this Website. You agree that any claim or dispute with PIDX relating in any way to your use of the Website shall be commenced and heard in the state or federal courts of the State of Texas, County of Harris, and you agree and expressly consent to the exercise of personal jurisdiction in the courts of the State of Texas, in connection with any such dispute. In the event that you have entered into a separate written agreement with PIDX, then the dispute resolution provisions contained in such agreement, as applicable, shall control over the terms of this Section 16 with respect to the subject matter of such agreement.
Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited or invalid under applicable law, such provisions shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement. Any unenforceable provision will be replaced by a mutually acceptable provision which comes closest to the intention of the parties at the time the original provision was agreed upon.
18. U.S. Government Restricted Rights.
The information on this Website is provided with “Restricted Rights” as described further in Federal Acquisition Regulation Subpart 27.4. Use, duplication or disclosure by the Government is subject to restrictions as set forth in applicable laws and regulations. Use of the materials by the Government constitutes acknowledgement of PIDX’s proprietary rights in them.
19. Export Controls.
You acknowledge and agree that all of the material contained in this site is subject to the U.S. Export Administration Laws and regulations. You agree that none of this material is being acquired for, shipped, transferred, or reexported, directly or indirectly, to embargoed countries or their nationals unless authorized by the U.S. Government. Countries subject to the U.S. embargo include Cuba, Iran, Iraq, Libya, North Korea, Syria, and the Sudan. You are warranting that you are not located in, or under the control of, or a national or resident of any such country. You agree to comply strictly with all U.S. export laws and have the sole responsibility for obtaining any licenses required to export or reexport.
20. Copyright, Patent and Trademark Notice.
All rights reserved. The Website and the Content is the valuable, exclusive property of PIDX or its licensors and nothing in this Agreement shall be construed as transferring or assigning any such ownership rights to you or any other person or entity. The Content is protected by contract law and various intellectual property laws, including domestic and international copyright laws. Accept as permitted in this Agreement, you may not copy, adapt, distribute, commercially exploit, or publicly display the Content or any portion thereof in any manner whatsoever without PIDX’s prior written consent. You may not remove, alter or obscure any copyright, legal or proprietary notices in or on any portions of the Website or the Content.
PIDX, and its associated logos, and all page headers, custom graphics, buttons, and other icons are service marks, trademarks, registered service marks, or registered trademarks of PIDX. All other product names and company logos mentioned on the Website or the Content are trademarks of their respective owners.
21. Notice and Procedure for Copyright Infringement Claim.
PIDX, pursuant to 17 U.S.C. Section 512 as amended by Title II of the Digital Millennium Copyright Act (the “Act”), reserves the right, but not the obligation, to terminate the license granted to you herein to access and use this Website if PIDX determines in its sole and absolute discretion that you, or your affiliate or agents, are involved in infringing activity, in cluding any alleged acts of first-time or repeat infringement, regardless of whether the material or activity is ultimately determined to be infringing. By accessing this Website, you acknowledge that in the performance of its obligations under this Agreement, any other written agreement between you and PIDX or otherwise, PIDX accommodates and does not interfere with standard technical measures used by its members, licensors or any other copyright owners to protect their materials. In addition, pursuant to 17 U.S.C. Section 512(c), PIDX has implemented procedures for receiving written notification of claimed infringements and for processing such claims in accordance with the Act. PIDX’s designated agent to receive such notifications of claimed infringement is:
Fadi Kanafani, PIDX Compliance Officer
Petroleum Industry Data Exchange, Inc.
1707 Post Oak Boulevard, Suite 416
Houston, Texas 77056
In the event that you should have reason to suspect any defamatory or infringing activity, whether of a copyright, patent, trademark or other proprietary right, arising under or relating to this Agreement, any other written agreement between you and PIDX or otherwise, then you shall provide written notice regarding such defamatory or infringing activity to PIDX’s designated agent, listed above, and such notice must include the following information:
(a) A physical or electronic signature of a person authorized to act on behalf of (1) the owner of an exclusive right that is allegedly infringed or (2) the person defamed;
(b) Identification of the copyrighted work that is claimed to have been infringed, or, if multiple copyrighted works on a single online site are covered by a single notification, a represented list of such works at that site. Similarly, for other types of infringing materials, a list of such materials;
(c) Identification of the material that is claimed to be infringing or to be the subject of infringing activity, or that is claimed to be defamatory and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit PIDX to locate the material;
(d) Information reasonably sufficient to permit PIDX to contact the complaining person, such as an address, telephone number and/or electronic mail address;
(e) A statement that the complaining person has a good faith belief that the use of the subject material in the manner complained of is not authorized by the copyright or other proprietary right owner, its agent, or the law; and
(f) A statement that the information in the notification is accurate, and under penalty of perjury, that such complaining person is authorized to act on behalf of the owner of the exclusive right that is allegedly infringed upon or on behalf of the person defamed.
You may not assign any of your rights, obligations, privileges or performance under this Agreement without the prior written consent of PIDX. Any assignment by you other than is provided for in this Section 22 shall be null and void, ab initio.
23. Legal Advice.
Nothing contained in this Website is intended as, nor shall be construed as legal advice, guidance, or interpretation. No attorney-client relationship is established between PIDX and you by your use of this Website. The information provided on this Website is for general educational purposes only and specific questions about any law, statute, or regulation should be directed to an attorney with expertise in the area.
24. No Relationship Created.
You agree that no joint venture, partnership, employment, employment, or agency relationship exists between you and PIDX as a result of this Agreement.
25. Entire Agreement.
This Agreement is complete and effective at the time you agree to it by accessing or using the Website or the Content contained herein. Except as provided in Section 16, this Agreement constitutes the entire agreement between the parties, and no other agreement, written or oral, exists between you and PIDX.