This Producer’s Access Agreement (this “Agreement”) is between you, the undersigned and your subsidiaries and affiliates (collectively, “you” or “Producer”), and Resource Trading Group, Inc., a Pennsylvania business corporation (“RTG”).Application of a log-in ID and password, receipt of the log-in ID and password, access and use of RTG’s services and website (the “Services”) signifies your agreement to the terms and conditions of access and use set forth herein. YOU AGREE TO READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE SERVICES.
1. You acknowledge that you have read this Agreement and that you accept the terms thereof. If you do not agree to all of the terms and conditions of this Agreement, you may not access or otherwise use the Services.
2. RTG reserves the right, at its sole discretion, to change, modify, add, or remove any portion of this Agreement, in whole or in part, at any time. Notification of changes in the Agreement will be posted on RTG’s website.
3.RTG may monitor your use of the Services and may freely use and disclose any information and materials received from you or collected through your use of the Services for any lawful reason or purpose.
4.Upon agreeing to this Agreement, you will receive a log-in ID and password (the “Credentials”) to access the Materials.The Credentials are personal to you and should be protected by you from use by authorized personnel.Under no circumstance shall RTG be held liable for loss or unauthorized use of your Credentials to access the Materials.You agree to indemnify and hold harmless the Indemnified Parties (as defined below) from and against any and all liability and costs incurred by the Indemnified Parties in connection with any claim arising out of any unauthorized use of your Credentials.
5.The term of the Agreement shall be indefinite or until either party terminates this Agreement with thirty (30) days written notice to the other party.
6.There shall be no charge for the Credentials, provided however, that you hereby acknowledge and agree that upon execution of this Agreement as provided herein, you shall pay, as a Fee to RTG the following at the time of closing on any transaction initiated by RTG’s website or a Landowner/Resource-owner currently or within the immediate twelve (12) months after such Landowner/
Resource-owner terminated its agreement with RTG for any reason:(1) a five percent (5%) one-time payment on the entire value of the Primary term of lease, including bonus and on any contractual extensions entered, entered into by you and the Landowner/Resource-owner; and (2) one percent (1%) of the entire value on any and all gas produced and computed at the wellhead for the Life of the Well.You also agree that you will make the 5% payment at or within ten (10) business days of the Execution of the lease by landowner/ resource-owner and shall provide RTG with aN executed copy of the Assignment of Royalties you obtained from the Landowner/Resource-owner at the closing.
7.RTG reserves the right to increase any Fee and to institute new charges and fees. Beginning one month after notice of any new or increased charges or fees, your account will subject to the new or increased charges and fees unless you terminates or cancels this Agreement during that one-month period.In the event that RTG is unable to charge your account, RTG reserves the right to terminate your access to the Materials, without recourse by you.
8.RTG’s website and the Services are protected by trade secret laws, trademark and service mark laws, copyright laws, international conventions and treaties and other intellectual property laws. RTG may provide to you or place certain materials on the website relating to RTG, the Landowner/Resource-owners and RTG’s business (the "Materials"). All Materials are protected by trade secret laws, copyright laws and international conventions and treaties, are propriety and confidential information of RTG and are owned or controlled by RTG or by the party credited as the owner or provider thereof. You agree to honor any and all notices and any other restrictions contained in the Materials. You may not download and make copies of the Materials for any purpose without the express written consent of RTG, which may be withheld for any reason. Except as required by law or court order, RTG shall not intentionally disclose any pricing, offers, leases or other information you provide to a Landowner/Resource-owner to any individual or company without your written consent.
9. RTG may change, suspend or discontinue any aspect, feature or database of the website at any time, without prior notice. RTG may also impose limits on certain services or features or restrict your access to any of the Materials without providing prior notice or incurring any liability.
10. You represent, warrant and covenant that: (a) you shall not upload, post, transmit to, distribute or otherwise publish through the website any communication or any part thereof which: (i) restricts or inhibits any other user from using the website; (ii) is unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent; (iii) constitutes or encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate law; (iv) violates, plagiarizes or infringes the rights of RTG or any third party including, without limitation, copyright, trademark, patent, rights of privacy or publicity or any other proprietary right; (v) contains a virus or other harmful component; or (vi) constitutes or contains false or misleading statements of fact or indications of origin; (vii) is meant to solicit or in any manner encourage, direct or cause any Landowner/Resource-owner to cease it use or, relationship with or contractual obligations to RTG; and (b) you are at least eighteen years of age and are legally authorized to enter into this Agreement on behalf of yourself or the principal you represent.
11. The website may contain links to other World Wide Web Internet sites. Links to and from the Website and any other site do not constitute an endorsement by RTG of such site, or of its owner or provider, or of any products or services offered for sale thereby or information contained thereon.
12. YOU ACKNOWLEDGE THAT YOUR USE OF THE MATERIALS IS AT YOUR OWN RISK. RTG DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY EXCHANGE OR TRANSACTION OFFERED OR MADE THROUGH THE MATERIALS AND WILL NOT BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY OTHER PERSON.
13.You agree to indemnify, defend and hold RTG, and all its officers, directors, owners, agents, employees and affiliates (hereinafter referred to collectively as the "Indemnified Parties") harmless from and against any and all liability and costs incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of the Agreement or any of the foregoing representations, warranties and covenants, or in connection with any claim arising out of any transaction offered or made via the Website, including, without limitation, attorneys fees and costs. Furthermore, you release the Indemnified Parties from any claims, demands and/or damages, actual or consequential, of every kind and nature, known or unknown, suspected and unsuspected, disclosed or undisclosed, arising out of or in any way related to any transaction instituted or made via the Website. You shall cooperate as fully as reasonably required in the defense of any claim. RTG reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you.
14.THE MATERIALS, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, AND INFORMATION MADE AVAILABLE THEREON OR ACCESSIBLE THERETHROUGH, IS PROVIDED "AS IS". TO THE FULLEST EXTENT PERMISSIBLE BY LAW, RTG MAKES NO REPRESENTATION OR WARRANTIES OF ANY KIND WHATSOEVER FOR OR RELATING TO ANY OF THE MATERIALS, OR RELATING TO ANY LINKS TO OTHER SITES OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION TO OR THROUGH THE WEBSITE OR ANY LINKED SITE.FURTHERMORE, RTG DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. RTG DOES NOT WARRANT THAT THE MATERIALS OR THE OPERATION OF THE WEBSITE THEREOF WILL BE UNINTERRUPTED, OR THAT THE MATERIALS WILL BE ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
15.YOU AGREE THAT NEITHER RTG NOR ANY OF ITS EMPLOYEES, AGENT OR REPRESENTATIVES SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, RESULTING FROM THE USE OR THE INABILITY TO USE THE MATERIALS (WHETHER OR NOT ANY SUCH INABILITY TO USE THE WEBSITE ARISES FROM ANY ACTION OR NEGLIGENCE OF RTG), OR FROM ANY ERRORS CONTAINED IN THE MATERIALS EXCHANGED OR OTHERWISE TRANSFERRED ON OR THROUGH THE MATERIALS, OR FOR ANY TRANSACTION MADE ON THE WEBSITE, OR ARISING FROM ANY OTHER MATTER RELATING TO THE MATERIALS.
16. YOU AGREE THAT RTG SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM ANY STATEMENTS OR CONDUCT OF ANY OTHER USER OF THE MATERIALS.
17. You acknowledge that communications to and from the website are not confidential, and you acknowledge that such communications may be accessed, read or intercepted by others. You furthermore acknowledge that by submitting a communication to the website, no confidential, fiduciary, contractually implied or other relationship is created between you and RTG, other than as set forth in this Agreement.
18. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to conflicts of laws provisions. The sole and exclusive jurisdiction for any action or proceeding arising out of or related to this Agreement shall be an appropriate state or federal court located in Westmoreland County, Pennsylvania.
19. This Agreement constitutes the entire agreement between you and RTG with respect to your access and use of the Website. Any cause of action you may have with respect to your access and use of the Website must be commenced within one year after the claim or cause of action arises. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or any portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the Agreement, and the remainder of the Agreement shall continue in full force and effect.
20.This Agreement, any assignment agreement or lease shall be binding upon you and your affiliates and subsidiaries, and successor and assigns.In the event this Agreement, any assignment agreement or lease is transferred in any manner, RTG shall be notified within fifteen (15) days of any transaction contemplated hereunder.If RTG is not notified in accordance with this Section 20, then you shall be deemed in breach of this Agreement and RTG reserves the right to exercise any remedy it has at law or equity, including recovery of any reasonable attorney’s fees.This Section shall survive termination of this Agreement.
21.The information in the Materials and on the website is provided for general informational purposes only and SHOULD NOT be relied upon as a substitute for sound professional legal, financial or tax advice, evaluation or care from your attorney or other qualified professional advisor.Nothing in the Materials or on the website should be used for replacing any relationship with your attorney or other qualified professional advisor.You are encouraged to consult other sources and confirm the information contained within the Materials and the website.YOU SHOULD NEVER DISREGARD LEGAL, FINANCIAL OR TAX ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ IN THE MATERIALS OR ON THE WEBSITE.
