A Revolutionary Approach
PetroExchange represents a revolutionary approach to the trading (buying and selling) of products (hereinafter "Products") that heretofore have required the involvement of middlemen and costly, time-consuming procedures. PetroExchange (hereinafter "Exchange") has brought together the power of the internet and e-commerce to significantly cut the cost of doing business, while at the same time expanding the options of both buyers and sellers.

Terms and Conditions
The following terms and conditions represent the guidelines by which members (registered users, buyers and/or sellers) may become registered to utilize the Exchange for the buying and/or selling of Products. All transactions on or through the Exchange are subject to the terms and conditions herein set forth. By the act of clicking the Accept button on the Member Agreement page, each new member acknowledges that he or she has read and understood these terms and conditions. No individual may become a member or enter the Exchange or utilize the services it offers without first having first clicked the Accept button to acknowledge their acceptance of these terms and conditions.

The term "Agreement" as used herein means this Member Agreement, the Exchange policies, the Privacy Policy, and the herein contained Glossary of Terms. Additionally, the term "Agreement" also includes amendments, terms, conditions and rules that may be published from time to time by PetroExchange on this web site or at any link designated by PetroExchange. If amendments to this Agreement are published by PetroExchange all such amendments shall become effective five (5) business days following their initial publishing on this web site. It is advised that each member read this Agreement each time before using this service.

By Clicking "Accept"
By clicking the Accept button, each user not only acknowledges that he or she understands and accepts the terms and conditions of this Agreement, but also that he or she has the authority to enter into binding transactions as a registered member. PetroExchange takes very seriously any misuse of the rights and privileges that are extended to registered members and upon determination that any such misuse has occurred PetroExchange reserves the right to impose any and all remedies detailed herein, as well as any and all remedies available at law.

Updates
The PetroExchange web site is continuously being updated so that it may bring to its valued registered members improved services. In the course of implementing these upgrades to the existing services, PetroExchange acknowledges that certain errors or technical inaccuracies may occur from time to time. PetroExchange reserves the right to make changes and corrections at any time without notice. PetroExchange accepts no liability for any inaccuracies or omissions on this web site, and any decisions based upon information contained in this web site are the sole responsibility of the user/registered member.

License to Use the PetroExchange
PetroExchange grants to each registered member the right and license to use the services provided on the Exchange web site. Said license and associated rights are subject to the rules and conditions for use of the Exchange as described in the Agreement. The herein described license and associated rights are personal to each registered member and may not be transferred or otherwise made available to non-registered users.

Fees and Costs Associated with Use of the Exchange
By clicking the Accept button, each registered member agrees to pay all fees and costs associated with the use of the Exchange.

Liability for Transactions
PetroExchange is a venue by which registered members may buy and sell Products by posting information/data on the Exchange web site. PetroExchange is merely a publisher of its registered members' information/data and does not participate in any transaction, either directly or indirectly.

PetroExchange, as a publisher of the Exchange web site, does not guarantee nor is it responsible for any obligation arising out of any registered member's buy or sell arrangement or transaction resulting from use of the Exchange's services. PetroExchange is not responsible for the ultimate outcome of any transaction resulting from the use of the Exchange by its registered members.

PetroExchange does not guarantee the legality, quality or safety of any product bought or sold using the services of the Exchange, nor does it guarantee the legality or quality of the information posted on the Exchange web site by registered members.

Transaction Documentation
PetroExchange does not provide forms or documentation for the memorialization of any transaction or arrangement resulting from the use of the Exchange web site. All forms or documentation memorializing any and all transactions or arrangements between members resulting from the use of the Exchange web site shall be provided by the registered members who have entered into the transaction or agreement. PetroExchange is not liable for the legality or quality of any document or form that is used to memorialize any transaction or arrangement resulting form the use of the Exchange web site's services.

Payment or Collection of Monies or Payment of Taxes
PetroExchange is not a negotiator or mediator for any transaction or arrangement resulting from the use of the Exchange's services. Therefore, PetroExchange is not responsible for the collection or payment of any obligation resulting from the use of the Exchange nor is it responsible for the collection or payment of any taxes or assessments resulting from any transaction or arrangement resulting from the use of the Exchange's services.

Liability for Injury or Damage
PetroExchange is not liable for the shipment or transportation of any Product(s) bought or sold resulting from transactions or arrangements using the services of the Exchange. Registered members agree to indemnify and hold harmless PetroExchange for any damage to any Product(s) sold as a result of the use of the Exchange's services. Additionally, registered members agree to indemnify and hold harmless PetroExchange for any injury, bodily or otherwise, resulting from the use of any Product(s) bought or sold using the services of the Exchange web site.

Export Controls
Federal Export Administration regulations prohibit selling, disclosing or exporting certain types of information to foreign countries and/or citizens of foreign countries. Regulations require that before any such information may be disclosed, exported or sold to a foreign national or to a foreign country the seller must apply for and obtain a license from the United States Department of State or the Department of Commerce. Guidelines outlining the categories of information covered by these regulations can be obtained directly from the Department of State and/or the Department of Commerce. Additionally, Congress has enacted certain regulations prohibiting the sales and/or the exporting of any products, services or information to certain foreign countries. A list of these embargoed or restricted countries may be obtained directly from the United States Department of Commerce and/or the Department of State.

Glossary of Terms
1. "Registered member" means in this Agreement those individuals or companies that have complied with the registration procedures associated with the use of the Exchange web site and who have read and agreed to all the terms and conditions set forth in this Agreement. All such individuals or companies shall be granted a license to use the services provided by the Exchange web site.

2. "Products" means in this Agreement any and all items that are the subject of a Product offer or Purchase Request posting by a registered member or otherwise offered, purchased, sold, or intended to be purchased or sold by the registered member through the use of the Exchange's web site.

3. "Taxes" or "Tax" means any federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Code Section 59A) customs, duties, capital stock, franchise. Profits, withholding, social security, disability, real property, documentary, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated or other tax of any kind whatsoever.

4. "Exchange" means a venue web site operated by PetroExchange for the purpose of bringing together buyers and sellers of a vast array of Products in a cost efficient and timely manner said Products heretofore requiring expensive and time-consuming transactional procedures.

Termination or Suspension of Exchange License and Privileges
PetroExchange reserves the right to terminate or suspend the license of any registered member to use the services of the Exchange without cause and at its sole discretion. PetroExchange may terminate or suspend a registered member's license to use the services of the Exchange's web site if the registered member has perpetrated a fraud with regard to any transaction or arrangement resulting from the use of the services provided by the Exchange web site or has committed any fraudulent activity with regard to any service provided by PetroExchange. These remedies are in addition to any and all remedies available to PetroExchange at law.

In the case of termination, the registered member agrees to continue to abide by all provisions of the Agreement, which shall remain in force and effect after termination, except that the license to use the Exchange and its associated services shall be terminated.

Intellectual Property Rights
Users (defined as any visitor to the Exchange web site, including registered members and non-registered) acknowledge that the configurations, displays, screens, and all information appearing on or displayed in connection with the Exchange web site owned and operated by PetroExchange, PetroExchange's domain name, trademarks, trade name and all other forms of intellectual property associated with the exchange web site are protected by various intellectual property right protections, including domestic and international copyrights, trademarks and trade secret law. PetroExchange reserves all rights with regard to PetroExchange proprietary properties.

Limitation of Liability and Warranty
Information on the Exchange web site is provided "as is," without warranty of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or infringement. In no event will PetroExchange, its related companies or their respective directors, officers, employees or agents, be liable to any party for any direct, indirect, special or other consequential damages for any use of the Exchange web site or any other hyper linked web site, including, without limitation, any lost profits, business interruption, loss of programs or other data even if PetroExchange is expressly advised of the possibility of such damages.

Choice of Law and Jurisdiction
This Agreement shall be construed and governed by the Laws of the State of California, United States of America, and not by the application of the choice of law principles, the laws of any other state or country.

Severability
If any term, provision, covenant, or restriction of this Agreement is held to be invalid, void or unenforceable or against public policy, by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect.

Entire Agreement
This Agreement, including any exhibits hereto and all incorporated provisions, constitutes the entire Agreement among the parties and supersedes all prior agreements and understandings, whether written or oral, with respect to the subject matter of the Agreement.

This Agreement may not be modified or amended except in writing signed by the party against whom the amendment is to be enforced or by, in the case of amendments made by PetroExchange, the posting of the amendments (or the Agreement, as so amended) on the Exchange web site.