Oil Tech Connect Online Web Presence Agreement
This agreement is made between Oil Tech Connect Limited ("OTC") a Company registered in England and Wales with Company Number 10573636 located at 29 Esmond Gardens South Parade, London, England, W4 1JT, UK and You or the Organisation that you represent.
i. "Web Portal" refers to the website that serves as a main entry point for Users to get access to information on OilTechConnect.com; hereafter mentioned as "Web Portal".
ii. "Client","You" or "Your" refers to an individual or Company who based on a contract has access to the "Web Portal" as mentioned above, for a specific period of time such as a month or Year; hereafter mentioned as "User".
iii. "Contract" refers to any transaction that is processed by OTC for Client either Online through the Web Portal or through a Purchase Order or other official company document.
iv. Oil Tech Connect Ltd may modify the "Web Portal" from time to time as it deems it necessary.
Whereas, OTC owns and operates a web site identified as www.oiltechconnect.com (the "Web Portal")
Whereas, Client desires to have advertisements, text-based links, data, information, video, images and other promotional media (the "Web Presence") placed on the Site to promote its products & services.
In consideration of the promises and mutual covenants contained in this Agreement, the parties agree as follows:
By ticking the check box to accept the OTC terms, or by using the services on the Web Portal, you are agreeing to this contract.
You confirm that you do not work for a competitor of OTC (as an employee or sub-contractor) and will only use the Subscription for the purposes of promoting the products and services of the Company that you represent.
OTC agrees to publish the Web Presence on the Website for the period detailed in the contract. If the Client desires to remove the Web Presence from the Website prior to the end of this period, the Client must request OTC in writing. No refund will be made for such early withdrawal of Web Presence.
If you register for a free trial of Premium Services, OTC will make the Web Presence available on a trial basis free of charge until the earlier of
(a) the end of the free trial period or
(b) the start date of your subscription. If additional terms and conditions are included on the trial registration web page, those will apply as well. During the free trial period,
(i) the Content is hosted "as is" and without warranty of any kind,
(ii) OTC may suspend, limit, or terminate the Subscription Service for any reason at any time without notice, and
(iii) we will not be liable to you for damages of any kind related to your use of the Subscription Service. Unless you subscribe to the Subscription Service before the end of the free trial, all of your data on the Subscription Service will be permanently deleted at the end of the trial, and we will not recover it.
Dependent on the product selected, Client may pay OTC for publication of the Web Presence on the Website. All fees and payments are due and payable upon the execution and delivery of this Agreement and may be made by credit or debit card or payment against an OTC invoice.
If Client has a monthly subscription then OTC will charge you on a monthly basis in accordance with the price plan that you have purchased. This charge will be made by OTC to your credit or debit card seven days in advance of your renewal date.
On yearly subscriptions, if credit terms have been agreed then OTC will send you an invoice 45 days in advance of your subscription renewal date. In the event that the Client defaults in making the full payment by the renewal date, OTC reserves the right to suspend the Web Presence posted on the website until payment is made in full.
Client shall be solely responsible for providing the Web Presence in the format required for display. Client acknowledges that OTC will not be responsible or liable for the quality of any portion of the Web Presence that does not meet the established mechanical criteria. If at any time Client desires to modify its content, it shall use the tools provided by OTC to perform the modification desired.
Client shall be fully responsible and liable for the content contained in the Web Presence. OTC is not responsible for, and in no way warrants, guarantees, or ratifies, the representations made or implied in the contents.
Web Presence shall not contain:
i. any content promoting the use of alcohol, tobacco or illegal substances; nudity, sex, pornography, or adult-oriented content;
ii. any content which is explicative or in appropriate language;
iii. content promoting illegal activity, racism, hate, "spam", mail fraud, pyramid schemes, or investment opportunities or advice which is not permitted under law;
iv. content that is libellous, defamatory, contrary to public policy or otherwise unlawful or any other content deemed inappropriate by OTC in its sole discretion;
Use of any such in appropriate content by the Client will result in the suspension, termination and removal of the Web Presence or any other action deemed necessary by OTC in its sole discretion.
The OTC reserves the right to review and approve the suitability of the Web Presence submitted. OTC may reject or cancel any Web Presence for any reason which it believes in good-faith to be detrimental. If OTC so rejects Client's Web Presence or terminates its display, then this Agreement shall be terminated, and OTC will return any prepaid fees to Client.
Client grants OTC a limited, non transferable, nonexclusive license to copy, use, store, set up, publicly display, publicly perform and transmit the Client’s Web Presence (including any tradenames, trademarks and service marks shown) during the term of this Agreement and solely in connection with this Agreement. Upon termination of this Agreement, OTC will remove the Client’s Web Presence, destroy all copies of it and cease further display of the Web Presence.
This agreement grants Client the right to use the name, trademark, or service mark of OTC in any advertisement, web presence, sales promotion, or press release without OTC's prior written approval.
Client acknowledges that the contents of the OTC Website, including, without limitation, all trade names, trademarks, service marks, content, text, images, software, functionality, page and other design and layout, media and other materials therein, is proprietary to or licensed by OTC, protected under copyright, trademark and other intellectual property laws and such contents may not be reproduced without the consent of OTC.
Client retains all right, title and interest including copyright and other proprietary or intellectual property rights in the content of the Web Presence, Client's trade names, trademarks and service marks there in.
Client warrants to OTC that:
(i) Client has the right and authority to enter into and perform its obligations under this Agreement;
(ii) The Web Presence shall conform to the description and specifications set forth by OTC;
(iii) the Web Presence shall not constitute or be the subject of a notice or claim of any false designation of origin, false advertising or unfair competition under the law of any country;
(iv) the Web Presence does not and shall not contain or be alleged to contain any content, work, name, mark, designation, materials or link that actually or potentially violates any applicable law or regulation, or infringes any proprietary, intellectual property, contract or tort right of any person or misappropriates a person's trade secret, name, likeness or identity;
(v) the Web Presence contains no viruses, worms, malicious code, trap doors, back doors, timers, clocks, counters, FTP servers, or other limiting routines, instructions or designs, and no web beacons, web bugs, spy ware or other similar hidden or transparent code, script, or routine designed to gather, track or transmit information about OTC or the users of the Website; and
The services and site are provided "as is" without warranty of any kind, express or implied and any use of the services or Website are at Client's sole risk. OTC does not warrant that the services or Website will be uninterrupted or error free, nor does OTC make any warranty as to the performance or any results that may be obtained by use of the services or Website. OTC makes no other warranties, express or implied, including, without limitation, any implied warranties of merchantability and fitness for a particular purpose, concerning the subject matter of this agreement.
OTC shall provide the Services as an independent contractor and OTC shall not act as an employee, agent or broker of the Client. As an independent contractor, OTC will be solely responsible for paying any and all taxes levied by applicable laws on its compensation. OTC understands that Client will not withhold any amounts for payment of any taxes from OTC's compensation.
(a) Either party may terminate this Agreement for convenience by providing fifteen (15) days written notice ("Termination Notice") to the other party.
(b) If a party violates its obligations to be performed under this Agreement, the other party may terminate the Agreement by sending a fifteen (15) days notice in writing. Upon receiving such notice, the defaulting party shall have fifteen (15) days from the date of such notice to cure any such default. If the default is not cured within the required fifteen (15) day period, the party providing notice shall have the right to terminate this Agreement.
OTC shall not assign any of their rights under this agreement, or delegate the performance of any of the obligations or duties hereunder, without the prior written consent of the Client and any attempt by OTC to so assign, transfer, or subcontract any rights, duties, or obligations arising hereunder shall be void and of no effect.
Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during receiving party's regular business hours or by facsimile before or during receiving party's regular business hours; or (b) on the fifth business day following deposit in the United Kingdom mail, postage prepaid, to the addresses shown in the contract, or to such other addresses as the parties may, from time to time, designate in writing pursuant to the provisions of this section.
This Agreement is to be construed in accordance with and governed by the laws of England and Wales
All disputes under this Agreement shall be settled by arbitration in England before a single arbitrator pursuant to the commercial law rules of England and Wales. Arbitration may be commenced at any time by any party hereto giving written notice to the other party to a dispute that such dispute has been referred to arbitration. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto.
This provision for arbitration shall be specifically enforceable by the parties and the decision of the arbitrator in accordance herewith shall be final and binding without right of appeal.
The fiscal liability is limited to the fees for the contracted Web Presence duration period, as defined and agreed in the Contract. Such liability can be adjusted for any elapsed Web Service period.
If any provision of this Agreement shall be held to be illegal, invalid or unenforceable under present or future laws, such provisions shall be fully severable, this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and, the remaining provisions of this Agreement shall remain in full force and effect.
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, BUSINESS INTERRUPTION, LOSS OF OR UNAUTHORIZED ACCESS TO INFORMATION, DAMAGES FOR LOSS OF PROFITS, INCURRED BY THE OTHER PARTY ARISING OUT OF THE SERVICES PROVIDED UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL NEITHER PARTY'S LIABILITY ON ANY CLAIM, LOSS OR LIABILITY ARISING OUT OF OR CONNECTED WITH THIS AGREEMENT SHALL EXCEED THE AMOUNTS PAID TO OTC BY CLIENT.
Each party shall at its own expense indemnify and hold harmless, and at the other party's request defend such party its affiliates, subsidiaries, successors and assigns officers, directors, employees, sublicensees, and agents from and against any and all claims, losses, liabilities, damages, demand, settlements, loss, expenses and costs (including legal fees and court costs) which arise directly or indirectly out of or relate to
(a) any breach of this Agreement, or
(b) the gross negligence or wilful misconduct of a party's employees or agents.
This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior or contemporaneous representations, discussions, proposals, negotiations, conditions, communications and agreements, whether written or oral, between the parties relating to the subject matter hereof and all past courses of dealing or industry custom. No modification of or amendment to this Agreement shall be effective unless in writing and signed by each of the parties.
The waiver by either party of a breach of or a default under any provision of this Agreement shall not be effective unless in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.
The headings used in this Agreement are for convenience only and shall not be used to limit or construe the contents of any of the sections of this Agreement.