Public Petroleum Data Model Association ("PPDM") Terms and Conditions (the "Terms and Conditions")
The PPDM 's supply of products and/or services to the user (the "User") are subject to the following Terms and Conditions which are deemed to be accepted by the User upon the User making any use of, or receiving any benefit from, the PPDM 's products and/or services, which may include, without limiting the nature and kind of products and/or services to be provided: the establishment of standards through the use of models, schema, spatial enabling and reference values; products in the form of guides, sample data and technical specifications; the right to use the trademarks of the PPDM ; and services in the nature of publication, education, compliance and certification.
The following Terms and Conditions shall apply to the User:
1. Any rights and limitation set out in any licence agreement entered into between the User and the PPDM in connection with the products and/or services shall be in addition to these Terms and Conditions.
2. Any right granted to the User by the PPDM to use any trademark of the PPDM is subject to the direct control and rules of use provided by the PPDM from time to time which right shall cease no later than the date upon which notification is provided by the PPDM to the User advising that the right has ceased, or the date the User ceases to be a member of the PPDM .
3. The User acknowledges that all at all times, all products and/or services and their accompanying supporting material, are, and remain, the intellectual property of the PPDM with all rights reserved for the benefit of the PPDM .
4. EXCEPT AS SPECIFICALLY PROVIDED IN THESE TERMS AND CONDITIONS, ANY PRODUCTS AND/OR SERVICES PROVIDED BY THE PPDM ARE PROVIDED "AS IS", AND THE PPDM DISCLAIMS ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THOSE OF PERFORMANCE OR MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR THOSE ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE, WITH RESPECT TO ITS PRODUCTS AND/OR SERVICES, AND DO NOT WARRANT THAT THE FUNCTIONS OR THE OPERATION OR THE CONTENT OF ITS PRODUCTS AND/OR SERVICES WILL BE: a. UNINTERRUPTED OR ERROR FREE; b. ACCESSIBLE; c. FREE FROM CONTENT WHICH MAY BE DEEMED TO BE PRIVATE UNDER THE LAWS OF THE PROVINCE OF ALBERTA OR THE COUNTRY OF CANADA; d. COMPLETE; e. CURRENT.
5. THE PPDM SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY AND ALL ITEMS, STATEMENTS OR CONTENT TRANSMITTED, POSTED OR RECEIVED ON ITS SYSTEMS OR ANY OTHER SYSTEMS, OR FOR MONITORING THE SAME. THE PPDM 'S ENTIRE LIABILITY, REGARDLESS OF THE NUMBER OF CLAIMS, IN CONTRACT, TORT OR OTHER THEORY OF LAW, INCLUDING WITHOUT LIMITATION, NEGLIGENCE OR OTHERWISE, AND THE USER'S EXCLUSIVE REMEDY SHALL BE, AT THE OPTION OF THE PPDM : a. TO EITHER REFUND THE LESSER OF THE AMOUNT THE USER PAID TO THE PPDM UNDER THE LATEST MEMBERSHIP APPLICATION OR THE FEES PAID BY THE USER FOR THE PARTICULAR PRODUCT AND/OR SERVICE PROVIDED; OR, b. TO PROVIDE THE USER WITH CORRECTED ITEMS PROVIDED THAT THE PPDM IS NOTIFIED OF ANY CLAIM WITHIN NINETY (90) DAYS FROM THE DATE ON WHICH THE CLAIM ARISES.
6. IN NO EVENT WILL THE PPDM BE LIABLE TO THE USER FOR ANY INDIRECT CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES OF THE USER OR OF ANY THIRD PARTY CLAIMED AGAINST THE USER, HOWSOEVER CAUSED, INCLUDING BUT NOT LIMITED TO, ANY LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF USE OR LACK OF AVAILABILITY OF FACILITIES INCLUDING COMPUTER RESOURCES, ROUTERS AND STORED DATA, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, AGGRAVATED, ECONOMIC OR CONSEQUENTIAL DAMAGES, CONTRIBUTION OR INDEMNITY ARISING OUT OF THE USE, OR INABILITY TO USE THE PRODUCTS AND/OR SERVICES OR DELIVERABLES, IF ANY, PROVIDED UNDER THESE TERMS AND CONDITIONS, OR FOR CLAIM BY ANY OTHER PERSON EVEN IF THE PPDM OR ANY OF ITS LAWFUL CONTRACTORS, OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM.
7. IN NO EVENT WILL THE PPDM BE LIABLE TO THE USER FOR DAMAGES OR LOSSES ARISING FROM ANY THIRD PARTY, OR FOR DAMAGES OR LOSSES CAUSED BY THE USER, OR THEIR RESPECTIVE EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS, OR FOR OTHER EVENTS BEYOND THE REASONABLE CONTROL OF THE PPDM .
8. THESE TERMS AND CONDITIONS SHALL SURVIVE THE TERMINATION AND/OR EXPIRY OF THE USER'S MEMBERSHIP IN THE PPDM .
9. FOR PURPOSES OF PARAGRAPHS 4, 5, 6 AND 7 OF THESE TERMS AND CONDITIONS, THE TERM "USER" MAY INCLUDE, AS THE CASE MAY BE, ANY OR ALL OF THE USER, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATED OR SUBSIDIARY BUSINESSES OR ANY THIRD-PARTIES TO WHOM THE USER HAS GIVEN ACCESS TO THE PRODUCTS AND SERVICES OF THE PPDM .
10. FOR PURPOSES OF PARAGRAPHS 4, 5, 6 AND 7 OF THESE TERMS AND CONDITIONS, PPDM SHALL INCLUDE ANY OR ALL OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS OR OTHER INDIVIDUALS AFFILIATED WITH THE PPDM , AS THE CASE MAY BE.
11. These Terms and Conditions are to be governed and interpreted under the laws of the Province of Alberta and the laws of Canada applicable therein, and any and all disputes arising out of these Terms and Conditions, their performance, breach, enforcement, existence or validity, any failure of the parties to reach agreement with respect to matters provided for in these Terms and Conditions and all matters of dispute relating to the rights and obligations of the parties, which cannot be amicably resolved, even if only one of the parties declares that there is a difference, will be referred to and finally settled by private and confidential binding arbitration held in Alberta and governed by Alberta law pursuant to the Alberta Arbitration Act if the User is a party created under the laws of Canada or any province or territory of Canada; or the Arbitration Rules of the United Nations Commission of International Trade Law (UNCITRAL) if the User is a party outside of Canada. The following arbitration procedures shall apply, notwithstanding whether the arbitration is governed by the Alberta Arbitration Act or UNCITRAL: (a) the place of arbitration shall be Calgary, Alberta; (b) the Arbitration tribunal shall consist of one (1) arbitrator; (c) the Courts of the Province of Alberta shall be the appointing authority in accordance with UNCITRAL Rules; (d) the language to be used in the arbitral proceedings shall be English; (e) the Arbitrator shall be a person who is legally trained and who has experience in the information technology field in Canada and is independent of either party; and, (f) the decision of the arbitration court shall be final and binding upon each of the parties.
12. Except as otherwise provided herein, all notices must be in writing to the PPDM at Bankers Hall, P.O. Box 22155, Calgary, Alberta, T2P 4J5 and to the User at the most recent address in the PPDM 's records. Notices shall be deemed delivered three business days after posting in the Canadian postal system, or one business day if delivered via courier.