Terms of Access and Use

Draupner Energy is an upstream oil and gas project developer focused on developing high quality projects and moving them to market. Draupner Energy operates and makes available the Web Site, Systems and Data, for the purposes of enabling networking and cooperation between community members and the crowdsourcing of Project Proposals.

These Terms of Access and Use govern our relationship with users of the member only features of the Draupner Energy Web Site, Data or Systems. By using or accessing the Web Site, the Data or the Systems, you agree to these Terms of Access and Use, as updated from time to time in accordance with Clause 9 below.

1. Definitions and Interpretation

In these Terms of Access and Use, unless the context otherwise requires, the following expressions have the following meanings:

Agreement” means these Terms of Access and Use and the terms and conditions of each Sourcing Call to which Community Member elects to respond, which terms and conditions are incorporated herein.

Award” means an award for a Project Proposal submitted by Community Member and acquired by Project Owner in its sole discretion, as further specified in the terms and conditions of that particular Sourcing Call;

Call Option” means Project Owner’s option to acquire Community Member’s Intellectual Property Rights in a particular Project Proposal, as further specified in the terms and conditions of that particular Sourcing Call;

Confidential Information” means, in relation to either Party, information and Data which is disclosed to that Party by the other Party pursuant to or in connection with a Project (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);

Data” means technical and commercial project information, well data, seismic data, interpretations of data, structure maps, other geological and geophysical information, drawings, blueprints, production data, text, graphics, images, audio, video, software, data compilations and any other form of information capable of being stored in a computer that appears on or forms part of the Web Site or the Systems;

Draupner Energy” means Draupner Energy AB, a company registered in Sweden under number 559032-5865 whose registered address is at P.O. Box 28, 178 02 Drottningholm, Sweden;

Intellectual Property Rights” means patents, industrial designs, copyrights, trademarks, database rights, catalogue rights, trade secrets and other legal interests recognized or protected as intellectual property under law;

Project” means an oil and/or gas project in the license application, exploration, appraisal, field evaluation, field development, construction, production or abandonment phase;

Project Owner” means Draupner Energy or a business partner of Draupner Energy that issues a Sourcing Call.

Project Proposals” means a proposal for development of or providing intellectual content or services in relation to a Project;

Sourcing Call” means an invitaton to submit Project Proposals issued by Draupner Energy from time to time, including any supplementing agreements (if any);

System” means any online tools or communications infrastructure that Draupner Energy makes available to Community Member either now or in the future.

Web Site” means the web site made available at www.draupnerenergy.com, www.draupnerenergy.se, www.draupnerenergy.co.uk or www.draupnerenergy.no.

2. The Community Member’s Obligations

2.1 Community Member agrees to provide Draupner Energy, without delay upon request, of certified copies of identification of Community Member or its officers, directors, and ultimate shareholders and other reasonable documentation applicable to Community Member such as documented evidence of Community Member’s registered address. Community Member acknowledges that access to Web Site, Systems and Data may be made dependent on Community Member’s provision of the requested documentation.

2.2 Community Member shall at all times maintain and keep Draupner Energy informed of a valid e-mail address to which Draupner Energy may give notices under this Agreement.

2.3 Community Member shall observe and comply with all instructions and restrictions for access to and use of the Web Site, the Systems and Data stipulated by Draupner Energy from time to time. Community Member agrees not to not modify, create derivative works of, reverse engineer, decompile, or otherwise attempt to extract source code from us, unless you are expressly permitted to do so under an open source license or law, nor to disclose or share its login details for the Web Site, the Systems or the Data with anyone and to notify Draupner Energy immediately upon any breach of security or actual or suspected unathorised use of the Community Member’s account.

2.4 Community Member shall be responsible for ensuring that it complies with all statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to its access to and use of the Web Site, the Systems and Data or the submission by or transfer, sale and assignment by it of Project Proposals pursuant to this Agreement. Without limiting the generality of the foregoing, Community Member agrees not to post any content to the WebSite that (i) discriminates on the basis of race, colour, sex, sexual preference, age, physical or mental disability, marital status, religion, political opinion, ethnic or national origin; (ii) infringes upon the Intellectual Property Rights of, or breaches any duty of confidence to, any third party; (iii) may harm the Web Site or the equipment of another User of the Web Site such as computer viruses, worms, trojans, logic bombs or other malicious software or harmful data or involves the transmission of junk mail, chain letters, or unsolicited mass mailing (spamming); (iv) reveals the personal information of a third party or another User of the Web Site without that users permission; (v) threatens or promotes racism, bigotry, hatred, abuse or physical harm against, or harasses or advocates harassment of, any person or group; (vi) is false, misleading, defamatory, libellous or obscene; (vii) promotes or engages in commercial activities and/or sales such as advertising, sweepstakes, contests, barter, or pyramid schemes; or (viii) implies or expresses that we stand behind or endorse any content you post;

2.5 Community Member will, and will ensure that its employees and permitted sub-contractors (if any) adhere to any and all legal requirements related to occupational health and safety and the protection of the environment.

2.6 Community Member warrants and represents, as of the date hereof and as of each date of submission by Community Member of a Project Proposal, that

(a) Community Member is not a minor under applicable law and has the full legal capacity and authority to enter into this Agreement and to submit any Project Proposal, and has fulfilled any and all registration or other legal requirements to conduct business in Community Member’s country of legal residence;

(b) Community Member is the owner of all Intellectual Property Rights in and to any Project Proposal submitted by Community Member, and that those Intellectual Property Rights and Community Member is legally free to convey those Intellectual Property Rights to Draupner Energy as stipulated in the Sourcing Call; and

(c) the Community Member is not subject to any restriction pursuant to law or agreement that may operate to prevent or restrict Community Member from submitting any Project Proposal (or disclosing any information forming part thereof) that Community Member may elect to submit in response to a Sourcing Call in accordance with the terms thereof.

3. Disclaimers

3.1 Neither Draupner Energy nor any of its affiliates make any warranty or representation that the Web Site, Systems or Data will meet your requirements, that they will be of satisfactory quality, that they will be fit for a particular purpose, that they will not infringe the rights of third parties, that they will be compatible with all systems, that it will be secure and that all information provided will be accurate. We make no guarantee of any specific results from the use of the Web Site, Systems, or Data.

3.2 The Web Site, Systems, and Data are provided “as is” and on an “as available” basis. We give no warranty that they will be free of defects and / or faults. To the maximum extent permitted by law we provide no warranties (express or implied) of merchantability or fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality.

3.3 Neither Draupner Energy nor any of its affiliates accept any liability for any disruption or non-availability of the Web Site resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of terrorism or sabotage or legal restrictions and censorship.

3.4 Draupner Energy reserves the right to take any action with respect to information submitted by Community Members using the Systems or the Web Site, if Draupner Energy finds that the information is inappropriate, inaccurate or unethical, violates law, or infringes on Draupner Energy’s, Project Owner’s or a third party’s Intellectual Property Rights.

4. Privacy

Use of and access to the Web Site, Systems and Data are also governed by our Privacy Policy which is incorporated into this Agreement by this reference.

5. Intellectual Property

5.1 All Data made available through the Web Site or the Systems is the property of Draupner Energy, our affiliates, host governments or government agencies, data providers or other relevant third parties. Community Member acknowledges that the Data is protected by applicable intellectual property and other relevant laws.

5.2 Subject only to exceptions detailed in law, Community Member may not reproduce, copy, distribute, store or in any other fashion use Data unless otherwise indicated on the Web Site, in the Sourcing Call, or unless given express written permission to do so by Draupner Energy.

5.3 Community Member is granted a nonexclusive, non-transferrable, revocable license to access and use the Web Site, the Systems and the Data provided that Community Member does not copy, modify or attempt to modify the Web Site, the Systems or the Data. Unless otherwise set forth in the terms and conditions of a specific Sourcing Call, Community Member will retain its Intellectual Property Rights in each Project Proposal submitted by it until Project Owner elects to utilize its Call Option to acquire the rights in it (and subject to Project Owner’s payment of Award in accordance with the terms and conditions of the Sourcing Call).
Community Member agrees and acknowledges that third parties may, independent of Community Member, submit Project Proposals which are substantially the same as Project Proposals submitted by Community Member and that an Award, if applicable, may be shared between Community Member and such other third parties.

6. Payment of Awards

6.1 Community Member agrees and acknowledges that the Project Owner’s decision whether to accept a Project Proposal is entirely at the discretion of the Project Owner. If a Project Proposal is accepted by the Project Owner, Community Member agrees and acknowledges that it must invoice the Project Owner for any Award due in respect of that particular Project Proposal in accordance with the terms and confitions of the relevant Sourcing Call. Invoices shall be denominated in United States Dollars or such other currency as may be specified in the relevant Sourcing Call, and payment can be made only to a bank account in the Community Member’s name.

6.2 Payments shall be made within 30 days of receipt by the Project Owner of the relevant invoice, without any set-off, withholding or deduction except such amount (if any) of tax as the Project Owner is required to deduct or withhold by law. Community Member irrevocably agrees and authorises the Project Owner to make any such withholdings or deductions from the amount of Award as Draupner Energy is required to make under law or pursuant to a government contract.

7. Confidentiality

7.1 Each Party undertakes that, except as provided by sub-Clause 7.2 or as authorised in writing by the other Party, it shall, at all times during the continuance of this Agreement and after its termination:

7.1.1 keep confidential all Confidential Information;

7.1.2 not disclose any Confidential Information to any other party;

7.1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of this Agreement;

7.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and

7.1.5 ensure that none of its directors, officers, employees, agents, sub-contractor or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 7.1.1 to 7.1.4 above.

7.2 Either Party may:

7.2.1 disclose any Confidential Information to:

7.2.1.1 any permitted sub-contractor or supplier of that Party;

7.2.1.2 any governmental or other authority or regulatory body if in response to a request that such governmental or regulatory body is entitled to make; or employee or officer of that Party or of any of the aforementioned persons, parties or bodies;

7.2.1.3 to such extent only as is necessary for the purposes contemplated by this Agreement (including, but not limited to, the preparation of or review or analysis of Project Proposals), or as required by law. In each case that Party shall first inform the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body under sub-Clause 7.2.1.2 or any employee or officer of any such body) obtaining and submitting to the other Party a written confidentiality undertaking from the party in question. Such undertaking should be as nearly as practicable in the terms of this Clause 8, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and

7.2.1.4 use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of this Agreement, or at any time after that date becomes, public knowledge through no fault of that Party.

7.3 The provisions of this Clause 7 shall continue in force in accordance with their terms, notwithstanding the termination of this Agreement for any reason, provided however that a Project Owner shall no longer be bound by the provisions of this Clause 7 in relation to Project Proposals to which Project Owner has acquired the Intellectual Property Rights from Community Member.

8. Force Majeure

No Party to this Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

9. Amendments
Draupner Energy may, from time to time, amend the terms under which the Web Site, the Systems or the Data are made available to Community Members. Draupner Energy may then give notice of such amendments to Community Member. If such amendments are not accepted by Community Member within thirty days of notice, Draupner Energy may terminate Community Member’s access to the Web Site, Systems and Data with immediate effect.

10. Termination

Draupner Energy may terminate this Agreement and the Community Member’s access to the Web Site, the Systems or the Data

(a) with immediate effect, and without prejudice to any other right or remedy available to it under this Agreement or law, if the Community Member commits any breach of any of the provisions of this Agreement, and

(b) if Draupner Energy at its sole discretion elects to cease providing access to the Web Site, the Systems or the Data.

Upon such termination of this Agreement, the Community Member shall immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to Draupner Energy, any documents in its possession or control which contain or record any Confidential Information.

11. Relationship of the Parties
Nothing in this Agreement shall constitute or be deemed to constitute an employment relationship, nor any partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in this Agreement. The Community Member may not under any circumstance act on Draupner Energy’s behalf or hold itself out to represent Draupner Energy in any form or manner, whether in relation to public or private counterparties.

12. Notices

All notices under this Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice. In each case notices shall be addressed to the most recent address or e-mail address notified to the other Party.

13. Miscellaneous

13.1 Community Member may not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of Draupner Energy. Draupner Energy may assign this Agreement and any rights or obligatons hereunder to another entity controlling, controlled by or under common control with Draupner Energy.

13.2 No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

13.3 Each Party shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of this Agreement or the terms and conditions of any Sourcing Call into full force and effect.

14. Law and Jurisdiction

14.1 This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the substantive laws of Sweden.

14.2 Any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of Sweden.

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