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PASC Publications License Agreement

1. Your relationship with the Petroleum Accountants Society of Canada, (hereinafter referred to as "PASC")

1.1 Your use of PASC's copyrighted works, software, and any other document as PASC may designated from time to time to be covered by this agreement and license (referred to collectively as the "Licensed Works" in this document) is subject to the terms of a legal agreement between you and PASC. The PASC copyrighted works included as Licensed Works are as identified as such on the PASC website at petroleumaccountants.com (“PASC Website”).

1.2 Unless otherwise agreed in writing with PASC, your agreement with PASC will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the "Material License Terms".

1.3 The Material License Terms, together with this document, form a legally binding agreement between you and PASC in relation to your use of the Licensed Works. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the "Terms".

1.4 PASC’s current address is:

   Petroleum Accountants Society of Canada
   c/o Associations Plus Inc.
   600, 900 6th Avenue SW
   Calgary, Alberta  T2P 3K2

 PASC may change its address by notice posted on the PASC Website.

2. Accepting the Terms

2.1 In order to use the Licensed Works, you must first agree to the Terms. You may not use the Licensed Works if you do not accept the Terms.

2.2 You can accept the Terms by:

   (a)   clicking to accept or agree to the Terms, where this option is made available to you by PASC in the PASC internet website interface for the access to the Licensed Works; or

   (b)   receiving a CD or other download of the Licensed Works. In this case, you understand and agree that PASC will treat your receipt of or use of the Licensed Works as acceptance of the Terms from that point onwards.

2.3 You may not use the Licensed Works and may not accept the Terms if:

   (a)    you are not of legal age to form a binding contract with PASC,

   (b)    you are a person barred from receiving the Licensed Works under the laws of Canada, or

   (c)    you are not authorized to purchase the Licensed Works by your organization.

2.4 Before you continue, you should print off or save a local copy of the Material License Terms for your records.

 3. Provision of the Licensed Works by PASC

3.1 You acknowledge and agree that the form and nature of the Licensed Works which PASC provides at any given time may change from time to time without prior notice to you.

3.2 You acknowledge and agree that PASC may suspend the provision or access to the Licensed Works on the PASC internet website (or any features within the Licensed Works) to you or to users generally at PASC's sole discretion, without prior notice to you as determined necessary by PASC in its sole unfettered discretion acting reasonably, however, if such suspension is determined to last more than three (3) months, it shall provide you or all users with notice of such fact. No refunds of any fees or charges paid by you shall be provided back to you in a case of suspension, unless agreed to by PASC.

3.3 You acknowledge and agree that if PASC disables access to your account for improper or fraudulent usage, non payment of fees or charges, or other security or emergency reasons determined at its sole discretion, you may be prevented from further accessing the Licensed Works.

 4. Use of the Licensed Works by you

4.1 Subject to those Terms herein relating to fees, charges and termination, PASC hereby agrees to grant you a non-exclusive, non-transferable, royalty free worldwide right of access to the Licensed Works, the right to attach an Accounting Procedure, as set forth on the PASC Website under the heading “Accounting Procedures” to any Joint Venture Agreement. "Joint Venture Agreement" is defined as any agreement used within the Canadian oil and gas industry including, without limitation, Construction, Ownership and Operation Agreements, Joint Operating Agreements, Farm-in and Farm-out Agreements, Seismic and other Option agreements and Joint Venture and partnership agreements, whether or not they are based on or incorporate Petroleum Joint Venture Association, Canadian Association of Petroleum Landmen and Association of International Petroleum Negotiators model form procedures, precedents and agreements or other similar documents.

4.2 In consideration for the license granted to you in clause 4.1 above, you agree to pay as invoiced by PASC from time to time, any fees and charges determined by the Board of Directors of PASC and posted on the PASC Website from time to time for such license. Such fees and charges will be based on  an equitable methodology as determined by PASC from time to time, and applicable to all users of the Licensed Works generally, in the form and fashion as determined by the Board of Directors of PASC.  Notice of a change in fees or the determination of fees may or may not be provided to you by PASC. If you disagree with the changes in pricing established by PASC and/or the payment of fees within a period of 30 days from the time they are due, the license to use the Licensed Works set out in 4.1 above shall terminate with no further notice to you and you shall be prohibited from further access to and use of the Licensed Works in any manner.

4.3 In order to access the Licensed Works, you will be required to provide information about yourself to PASC by completing the PASC internet website online registration materials. In addition, you agree to keep such information accurate, correct and updated from time to time. Any information derived from the use and/or registration for the Licensed Works will be held in strict confidence for the use of PASC only and not be made available for any other use.

4.4 You agree to use the Licensed Works only for purposes that are permitted by

   (a)   the Terms; and

   (b)   any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions or use.

4.5 You may not (and you may not permit anyone else to) copy, modify, create a derivative work of or otherwise decompile the Licensed Works or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by PASC, in writing.

4.6 You agree not to access (or attempt to access) any of the Licensed Works by any means other than through the internet website provided by PASC, unless you have been specifically allowed to do so in writing by PASC. You specifically agree not to access (or attempt to access) any of the Licensed Works through any automated means (including use of scripts or web crawlers).

4.7 You agree that you will not engage in any activity that interferes with or disrupts the Licensed Works (or the servers and networks which are connected to the Licensed Works).

4.8 Unless you have been specifically permitted to do so in a separate agreement with PASC, you agree that you will not reproduce, duplicate, copy, sell, trade, sublicense or resell the Licensed Works for any purpose other than as allowed by the Terms.

4.9 You agree that you are solely responsible for (and that PASC has no responsibility to you or to any third party) for any breach of your obligations under the Terms and for the consequences (including any loss or damage which PASC may suffer) of any such breach.  In addition, you hereby agree to indemnify and hold PASC harmless from and against any losses and liabilities (which shall be defined as losses, death, injuries, damage, expenses, interest, charges, assessments, damages, liabilities, fines, penalties, actions, causes of action, suits, claims and demands, including all reasonable legal and other professional fees and expenses in relation thereto on a full recovery basis) that PASC has suffered or incurred resulting from or in any way attributable to or arising out of the use of the Licensed Works pursuant to these Terms, unless such losses and liabilities, as defined, were solely attributable to the gross negligence and willful misconduct of PASC.

 5. Proprietary rights

5.1 You acknowledge and agree that PASC owns all legal rights, titles and interests in and to the Licensed Works, including any intellectual property rights which subsist in the Licensed Works (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Licensed Works may contain information which is designated confidential by PASC and that you shall not disclose such information without PASC's prior written consent.

5.2 Unless you have agreed otherwise in writing with PASC, nothing in the Terms gives you a right to use any of PASC's trade names, trade marks, Licensed Works marks, logos, domain names, and other distinctive brand features.

5.3 You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Licensed Work

 6. Ending your relationship with PASC

6.1 The Terms will continue to apply until terminated by either you or PASC as set out in Article 4 or below.

6.2 If you want to terminate your legal agreement with PASC, you may do so by (a) notifying PASC at any time and (b) closing your accounts for all of the Licensed Works which you use, where PASC has made this option available to you. Your notice should be sent, in writing, to PASC's address which is set out at the beginning of these Terms. In addition, you shall refrain from using, accessing or otherwise copying any Licensed Works whether or not delivered to you by PASC or obtained from another source.

6.3 PASC may at any time, terminate its legal agreement with you if:

   (a)    you have breached any provision of the Terms (or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or

   (b)    PASC is required to do so by law (for example, where the provision of the Licensed Works to you is, or becomes, unlawful); or

   (c)    PASC is transitioning to no longer providing the Licensed Works to users in general.

6.4 When these Terms come to an end, all of the legal rights, obligations and liabilities that you and PASC have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation.

 7. Exclusion of warranties

7.1 You expressly understand and agree that your use of the licensed works is at your sole risk and that the Licensed Works are provided "as is" and "as available."

7.2 In particular, PASC, its directors, officers, employees and consultants do not represent or warrant to you that:

   (a)    Your use of the Licensed Works will meet your requirements,

   (b)    Your use of the Licensed Works will be uninterrupted, timely, secure or free from error,

   (c)    Any information obtained by you as a result of your use of the Licensed Works will be accurate or reliable, and

   (d)    That defects in the operation or functionality of any software provided to you as part of the Licensed Works will be corrected.

7.3 Any material downloaded or otherwise obtained through the use of the PASC internet website is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or other device or loss of data that results from the download of any such material.

7.4 No advice or information, whether oral or written, obtained by you from PASC or through or from the Licensed Works shall create any warranty not expressly stated in the Terms.

7.5 PASC further expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement.

 8. Limitation of liability

8.1 You expressly understand and agree that PASC, its directors, officers, employees and consultants shall not be liable to you for:

   (a)   Any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability.  This shall include, but not be limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or licensed works, or other intangible loss;

   (b)   Any loss or damage which may be incurred by you, including but not limited to loss or damage as a result of:

      (i)    Any reliance placed by you on the completeness, accuracy or existence of any materials supplied by PASC;

      (ii)    Any changes which PASC may make to the Licensed Works, or for any permanent or temporary cessation in the provision of the Licensed Works (or any features within the Licensed Works);

      (iii)    The deletion of, corruption of, or failure to store, any content and other communication data maintained or transmitted by or through your use of the Licensed Works;

      (iv)    Your failure to provide PASC with accurate information; or

      (v)    Your failure to keep your password or account details secure and confidential.

8.2 The limitations on PASC's liability to you under these terms shall apply whether or not PASC has been advised of or should have been aware of the possibility of any such losses arising.

 9. Other content

9.1 The Licensed Works may include hyperlinks to other web sites or content or resources. PASC may have no control over any web sites or resources that are provided by companies or persons other than PASC.

9.2 You acknowledge and agree that PASC is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.

9.3 You acknowledge and agree that PASC is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

 10. Changes to the Terms

10.1 PASC may make changes to the Terms from time to time. You may or may not be notified of these changes by PASC.

10.2 You understand and agree that if you use the Licensed Works after the date on which the Terms have changed, and PASC has notified you of the same, PASC will treat your use as acceptance of the updated Terms.

 11. General legal terms

11.1 The Terms constitute the whole legal agreement between you and PASC and govern your use of the Licensed Works and completely replace any prior agreements between you and PASC in relation to the Licensed Works.

11.2 You agree that PASC may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the PASC website or within the Licensed Works.

11.3 You agree that if PASC does not exercise or enforce any legal right or remedy which is contained in the Terms (or which PASC has the benefit of under any applicable law), this will not be taken to be a formal waiver of PASC's rights and that those rights or remedies will still be available to PASC.

11.4 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.

11.5 The Terms, and your relationship with PASC under the Terms, shall be governed by the laws of the Province of Alberta, Canada without regard to its conflict of laws provisions. You and PASC agree to submit to the exclusive jurisdiction of the courts located within the province of Alberta, Canada to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that PASC shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.


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