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Terms of Use

Welcome and thank you for visiting our website at Sproule.com. This website (the "Website") is owned and operated by Sproule Holdings Limited ("Sproule").

Please read these Terms of Use carefully before using this Website. By accessing or using this Website, you agree and accept these Terms of Use. Please note that we reserve the right to modify these Terms of Use from time to time without any notice to you. As any such modifications are effective upon posting, please visit this page periodically to review these Terms of Use. Your continued access or use of the Website after a modification has been posted will constitute your acceptance of that modification. If you do not agree to these Terms of Use, your sole remedy is to discontinue your access or use of the Website.

1. No Client Relationship

The Website may contain information and materials (collectively, the "Content") concerning oil and gas related engineering issues and opinions on future oil and gas prices. While Sproule takes reasonable measures to ensure the Content is current as of its original date of publication on the Website, the Content is provided solely for informational purposes and not as a substitute for engineering or other professional advice.

You agree that Sproule is not engaged in rendering engineering services or advice to you by providing the Content on the Website, and that your access to or use of either the Website or Content does not create any client relationship between you and Sproule. We assume no responsibility for any consequence relating directly or indirectly to any action or inaction you take based on the Content. You are advised to seek specific engineering advice by contacting us (or your own engineering service provider) in relation to your specific engineering issues.

2. Communications through the Website

In order to avoid potential misunderstandings, if you are not a current client of Sproule and you communicate with us through the Website, please be advised that we are under no obligation to keep your communication confidential. Thus, unless you have a pre-existing, documented client relationship with Sproule, you agree not to communicate any confidential information to us.

3. Ownership of Intellectual Property

All Website design, text, graphics, sound, software, layout, and Content, and the selection and arrangement thereof, are the property of Sproule or its licensors, and are protected by local, national and international copyright, trademark and other intellectual property laws. Except as granted in the limited license below, you agree not to copy, reproduce, republish, translate, transmit, modify, distribute or otherwise exploit the Website, the Content, or any elements thereof.

4. Limited License

Subject to the terms and conditions in these Terms of Use, you are hereby granted a limited license to reproduce single copies of the Content solely for your personal, non-commercial use, provided that you maintain all copyright and other proprietary notices contained in any such Content.

5. E-Commerce Transactions

To the extent made available to you, the purchase of any products on the Website ("Products") may be made through your PayPal® account. In order to make a purchase on the Website, you will be required to complete an order form for any such purpose through your PayPal® account. By completing this form, you acknowledge that you are at least eighteen (18) years of age, and agree to pay Sproule for any Products that you order through the Website through Paypal®, and comply with Paypal®'s User Agreement, and Privacy Policy, as may be amended from time to time.

You are solely responsible for your use of PayPal's services to purchase any Products. We will not be responsible: (i) for any charges that Paypal® or your credit card issuer may apply to you as a result of processing your order; (ii) if Paypal® or your card issuer refuses or fails to authorize payment by you; or (iii) for any delays or non-delivery of Products that may arise due to any validation checks that may be carried out regarding your payment or identification. If your payment requires a currency conversion, the terms of the currency conversion will be governed solely by PayPal® and your agreement with them.

6. Privacy Policy

By accessing or using the Website, you agree to be bound by the terms of our Privacy Policy ("Privacy Policy").

7. Linking to or from this Website

This Website may provide links to third party websites for your convenience only. The inclusion of these links does not imply that Sproule monitors or endorses these websites. Sproule does not accept any responsibility for such websites, or their content.

Without our prior written consent, you agree not to: (i) create or maintain any link from another website to any page on this Website; or (ii) run or display this Website or any Content in frames or through similar means on another website; or (iii) use any meta tags or any other "hidden text" using Sproule's name or trademarks.

8. Indemnification

You agree to indemnify Sproule, and its affiliates, together with their respective directors, officers, partners, employees, agents, licensors, and suppliers (collectively, the "Affiliates"), and to defend and hold each of them harmless, from any and all claims and liabilities (including reasonable legal fees) made by a third party due to or arising out of: (i) your access or use of the Website, the Content and the Products; (ii) your breach of the Terms of Use; or (iii) your violation of any third party rights.

9. Disclaimer of Warranty

Sproule and its Affiliates do not represent or warrant that access to the Website will be uninterrupted or that there will be no failures, errors or omissions or loss of transmitted information, or that no viruses will be transmitted on the Website.

THE WEBSITE, THE CONTENTS AND THE PRODUCTS ARE PROVIDED ON AN "AS IS", "WHERE IS", AND "WITH ALL FAULTS" BASIS, AND WITHOUT ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF ACCURACY, TIMELINESS, RELIABILITY, TITLE, MERCHANTABILITY, QUALITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION, WHETHER ORAL, OR IN WRITING.

SPROULE ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN, OR RELIANCE UPON, THE CONTENT OR ANY PRODUCTS PURCHASED THROUGH THIS WEBSITE. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH CONTENT.

10. Limitation of Liability

IN NO EVENT WILL SPROULE OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY GENERAL, INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR OTHER DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE WEBSITE, THE CONTENT OR ANY PRODUCTS PURCHASED ON OR THROUGH THIS WEBSITE, EVEN IF SPROULE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.

IN ANY EVENT, SPROULE'S TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THESE TERMS OF USE OR ARISING FROM YOUR USE OF, RELIANCE UPON, ACCESS TO THE WEBSITE, THE CONTENTS OR ANY PRODUCTS PURCHASED ON OR THROUGH THIS WEBSITE WILL BE LIMITED TO THE LESSER OF: THE PURCHASE PRICE ACTUALLY PAID BY YOU TO SPROULE TO ACCESS OR USE THE WEBSITE, THE CONTENTS OR ANY SUCH PRODUCTS; OR $10.00.

Some jurisdictions do not allow the disclaimer of certain warranties or the limitation or exclusion of liability for certain types of damages. Accordingly, some of the above disclaimers and limitations may not apply to you. In such jurisdictions, the aforementioned exclusions to liability are limited to the fullest extent permitted by law.

11. Termination

In our sole discretion, we may elect to cancel or terminate your ability to use the Website, or any parts thereof, at any time without notice to you.

12. General

These Terms of Use, together with the Privacy Policy, is the entire agreement between you and Sproule with respect to the Website, the Content and the purchase of any Products. All references in these Terms of Use, the Website or the Content to "Sproule", "we", "us", "our" and like terms should be interpreted to mean Sproule Holdings Limited. The insertion of headings herein is for convenience of reference only and shall not affect the construction or interpretation of these Terms of Use. If any provision of these Terms of Use is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and will not affect the validity and enforceability of any remaining provisions. You may not assign, convey, subcontract or delegate your rights, duties or obligations hereunder. The failure of either party to insist upon or enforce the strict performance of the other party with respect to any provision of these Terms of Use, or to exercise any right under these Terms of Use, will not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and will remain in full force and effect.

13. Choice of Law

This Website is controlled, operated and administered by Sproule from within the Province of Alberta, Canada. By accessing the Website, you acknowledge and agree that all matters relating to your access to or use of the Website is governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein (without reference to conflicts of laws principles). Subject to Section 14 below, you hereby submit to the non-exclusive jurisdiction of the courts of the Province of Alberta with respect to all matters relating to these Terms of Use and your access and use of the Website, the Content or the Products.

14. Arbitration

Except where prohibited by applicable law, any controversy, claim or dispute arising out of or relating to these Terms of Use, the Content, any Products purchased on or through this Website, or, the relationship which results from these Terms of Use, including without limitation, the performance, breach, enforcement, existence or validity of the matters provided for in these Terms of Use which cannot be amicably resolved, even if only one of the parties declares that there is a difference (collectively, a "Claim"), will be referred to and finally settled (to the exclusion of the courts) by private and confidential binding arbitration before a single arbitrator held in Calgary, Alberta in English and governed by the Arbitration Act (Alberta), as amended, replaced or re-enacted from time to time. Any such Claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim, controversy or dispute of any other party. Except where prohibited by applicable law, you agree to waive any right you may have to commence or participate in any class action against us related to any Claim and, where applicable, you also agree to opt out of any class proceedings against Sproule and/or its Affiliates. Notwithstanding the foregoing, we reserve the right to pursue the protection of intellectual property rights and confidential information through injunctive or other equitable relief through the courts.

15. Language

The parties have expressly required that these Terms of Use and all documents relating thereto be drawn up in the English language. Les parties ont demandé que cette convention ainsi que tous les documents qui s’y rattachent soient rédigés en anglais.

16. Survival

Sections 3, 8, 9, 10, 13, 14, and 16 will survive any termination of these Terms of Use by either party for any reason.

17. Currency

These Terms of Use are effective as of December 1, 2016.