The following terms and conditions govern your use of the website at ShaleMarketplace.com (the “Website”) and content, data and materials available or generated on the Website (“Content”) provided by Shale Marketplace LLC. We may amend these Terms and Conditions at any time without specific notice to you. The most recent copy of our Terms and Conditions will be posted on our Website, and you should review all Terms and Conditions prior to using our Website. After we make any revisions to our Terms and Conditions and post them to our Website, you agree to be bound to any such changes. BY CLICKING THE “I AGREE” CHECKBOX, YOU EXPRESSLY AGREE TO AND CONSENT TO BE BOUND BY ALL OF THESE TERMS AND CONDITIONS AND ARE ENTERING INTO A LEGALLY BINDING CONTRACT THAT IS VALID AND ENFORCEABLE UNDER A VARIETY OF STATE AND/OR FEDERAL STATUTES AND THE COMMON LAW, INCLUDING BUT NOT LIMITED TO THE UNIFORM ELECTRONIC TRANSACTIONS ACT CODIFIED IN CHAPTER 322.001 et. seq. OF THE TEXAS BUSINESS & COMMERCE CODE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE WEBSITE AND CONTENT. Should you object to any term or condition, or any subsequent modifications or become dissatisfied with the Content or Website in any way, your only recourse is to immediately discontinue use of the Content and Website. Shale Marketplace LLC has the right, but is not obligated, to strictly enforce any term or condition through self‐help, active investigation, litigation and prosecution. You agree that Shale Marketplace’s failure to enforce any right or requirement that you comply with any obligation contained in these terms and conditions is not a waiver of any right or obligation and will not support any claim of waiver of any other right or obligation.
Agreements and Understandings with Shale Marketplace LLC
- Data and listings on Shale Marketplace do not constitute a public offering and are made only to qualified Data and listings on Shale Marketplace do not constitute an offer or solicitation to purchase or sell oil and gas properties.
- You represent that you are a knowledgeable and sophisticated investor, hereby engaged in the business of exploring for or producing oil or gas or other minerals as an ongoing business and are fully aware of the financial risk and liabilities of Oil and Gas Properties which are highly speculative investments which involve a risk of loss, including without limitation, a loss of Risks involved may include commodity price fluctuations as well as unforeseen events that may affect oil and gas property values. You represent that you are able to bear the economic risk of any properties which you may purchase through the Shale Marketplace website and that you are capable of independently evaluating the risks and merits of any properties purchased.
- The Internet communication of the listing of properties does not involve either effecting or attempting to effect transactions in securities, or the rendering of personalized investment for compensation as may be, in any State and United States Territory over the Internet, but is limited to the dissemination of general information concerning properties for sale in the pending or future listings by Shale Marketplace
- This website is maintained solely for the personal use of Although Shale Marketplace LLC has made all reasonable efforts to provide accurate information, Shale Marketplace LLC cannot guarantee the completeness, timeliness or accuracy of the information contained herein. Nothing in this website constitutes investment advice. Any decisions based upon the information contained in this website are the sole responsibility of the user.
1. Shale Marketplace LLC Connects Buyers and Sellers
Shale Marketplace LLC acts as a venue for connecting buyers and sellers of oil and gas properties. Shale Marketplace LLC has no control over, and makes no warranty or guarantee regarding any aspect of the properties listed, the truth or accuracy of the listings, the ability of sellers to sell properties or the ability of buyers to buy properties. Shale Marketplace LLC does not transfer legal ownership of properties from the seller to the buyer. You use the Shale Marketplace LLC service at your own risk. You must make your own independent determination and inquiries regarding the statements, descriptions, conditions, and representations made by sellers and buyers. Users of the Website are encouraged to consult with legal counsel and/or financial advisors as you may deem necessary to evaluate and consider the properties available for purchase and sale. Please use caution and common sense when dealing with third‐parties or using the Website and Content.
2. DISCLAIMER OF WARRANTIES
THE CONTENT AND WEBSITE ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND SHALE MARKETPLACE LLC HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE CONTENT AND WEBSITE, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON‐INFRINGEMENT OF THIRD PARTY RIGHTS. SHALE MARKETPLACE LLC DOES NOT WARRANT THAT THE OPERATION OF THE CONTENT AND WEBSITE WILL BE UNINTERRUPTED OR ERROR‐FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR COMPLETELY COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE. SHALE MARKETPLACE LLC SHALL NOT BE LIABLE FOR ERRORS, OMISSIONS, VIRUSES, DELAYS OR INTERRUPTIONS IN THE CONTENT AND WEBSITE CAUSED BY ANY REASON, INCLUDING NEGLIGENCE OR FAILURE TO ACT OF SHALE MARKETPLACE LLC YOU HEREBY ACKNOWLEDGE THAT THE CONTENT AND WEBSITE MAY BECOME UNAVAILABLE DUE TO ANY NUMBER OF FACTORS INCLUDING, BUT NOT LIMITED TO, PERIODIC SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, TECHNICAL FAILURE OF THE WEBSITE, OR DELAY OR DISRUPTION ATTRIBUTABLE TO VIRUSES, DENIAL OF SERVICE ATTACKS, OR ANY OTHER CAUSE REASONABLY BEYOND THE CONTROL OF SHALE MARKETPLACE LLC. THE CONTENT AND WEBSITE COMPILES INFORMATION PROVIDED BY THIRD PARTIES AND SHALE MARKETPLACE LLC GIVES NO WARRANTY OR GUARANTEE AS TO THE ACCURACY, COMPLETENESS OR TIMELINESS OF THE INFORMATION PROVIDED TO SHALE MARKETPLACE LLC OR SHALE MARKETPLACE LLC’S REPRODUCTION THEREOF. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
3. LIMITATION OF LIABILITY
IN NO EVENT SHALL SHALE MARKETPLACE LLC AND (AS APPLICABLE) SHALE MARKETPLACE LLC’S SUBSIDIARIES, NOR THEIR RESPECTIVE OFFICERS, MEMBERS, MANAGERS, DIRECTORS, EMPLOYEES, AFFILIATES, CONTRACTORS, OR SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, INCLUDING WITHOUT LIMITATION, LOST PROFITS, BODILY INJURY, EMOTIONAL DISTRESS, ATTORNEYS FEES OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. THIS LIABILITY LIMIT APPLIES EVEN IF SHALE MARKETPLACE LLC OR A THIRD‐PARTY ACTED NEGLIGENTLY.
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD SHALE MARKETPLACE LLC AND (AS APPLICABLE) SHALE MARKETPLACE LLC’S SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, MEMBERS, MANAGERS, DIRECTORS, EMPLOYEES, AFFILIATES, CONTRACTORS, AND SUPPLIERS, HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR BREACH OF THESE TERMS AND CONDITIONS OR THE DOCUMENTS IT INCORPORATES BY REFERENCE, OR YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY.
5. Limited License
6. Username and Password
All listing details in the Shale Marketplace LLC Auction website are password protected and only accessible to qualified buyers and sellers who have been pre‐approved by Shale Marketplace LLC based on representations made by such buyers and sellers. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You must keep your account information up‐to‐date and accurate at all times, including a valid physical address and email address.
7. Representations and Warranties
In addition to other representations and warranties that may be required in other documents incorporated by reference, you represent and warrant to Shale Marketplace LLC that (i) you are over the age of eighteen (18) and have the power and authority to enter into and perform your obligations under these terms and conditions; (ii) you shall comply with all terms and conditions set forth herein; and (iii) you have provided accurate and complete information.
8. Electronic Disclosure
You consent to receiving the Shale Marketplace LLC Terms and Conditions and all documents and disclosures incorporated by reference in electronic form.
9. Intellectual Property Rights
Copyright 2018 Shale Marketplace LLC. All rights reserved. Unless otherwise noted, all right, title, and interest, including all patents, copyrights, trademarks, trade secrets and confidential information and other intellectual property rights (the “Rights”) in the Content and Website (in both print and machine‐ readable forms) belong to Shale Marketplace LLC. You shall not in any manner violate or attempt to impair the Rights of Shale Marketplace LLC Unless otherwise noted, other Shale Marketplace LLC’s graphics, logos, designs, page headers, button icons, scripts, and names may be registered trademarks, trademarks or trade dress of Shale Marketplace LLC in the U.S. and/or other countries. Shale Marketplace LLC’s trademarks and trade dress may not be used, including as part of trademarks or as part of domain names or email addresses, in connection with any product or service without specific written permission and may not be used in any manner that is likely to cause confusion. Third‐party providers, trade organizations, sellers, federal and state agencies, and other entities have trademarks that are used in the course of Shale Marketplace’s business and may appear on the Website. These trademarks are property of their respective owners.
10. Injunctive Relief
You agree that any breach of these terms and conditions would cause Shale Marketplace LLC irreparable harm for which money damages alone would be inadequate. In addition to damages and any other remedies to which Shale Marketplace LLC may be entitled, you agree that Shale Marketplace LLC may seek injunctive relief to prevent the actual, threatened or continued breach of this agreement.
11. External Links and Third Party Content
Shale Marketplace LLC reserves the right to terminate this Agreement at any time and for any reason including, but not limited to, breach or suspected breach of any of these terms and conditions. Upon termination by Shale Marketplace LLC, you must immediately cease using the Content and Website. You may also terminate this Agreement at any time by ceasing use of the Content and Website. Shale Marketplace LLC may also suspend or discontinue the Content and Website without notice. Notwithstanding Shale Marketplace LLC’s termination rights, Shale Marketplace LLC may also establish limits concerning use of the Content and Website, including the maximum number of days that Content will be retained by the site and the frequency with which you may access the Content and Website. Notwithstanding the foregoing, Sections 1‐5, 8, and 10‐17 shall survive any termination or expiration of this Agreement.
This Terms of Service and your use of this site is governed by and interpreted under the laws of Texas, without regard to its choice of law rules, except that the substantive and procedural rules of the Federal Arbitration Act, 9 U.S.C. §§ 1-16 (the “Act”) govern below.
If any Dispute (as hereinafter defined) arises out of this Agreement and if the Dispute cannot be resolved by direct negotiations, any Party may initiate mediation by giving notice to the others and identifying, in writing and in detail, the issues in Dispute, the value of the claim, and all key documents in support of the claim. If the Parties fail to resolve the Dispute within sixty days from notice of mediation, any Party may initiate binding arbitration in accordance with this Section. The place of arbitration will be Houston, Texas. One arbitrator will conduct the arbitral proceedings in accordance with the AAA Rules. To the extent of any conflicts between the Act or the AAA Rules and the provisions of this Agreement, the provisions of this Agreement shall prevail. The AAA is the appointing authority. The arbitration award is final and binding. All arbitration fees and costs shall be split evenly between the Parties. The Parties waive any right to appeal under Applicable Law. Any disputes relating to or in connection with the enforceability of this arbitration provision must be brought only in a court of competent jurisdiction in Houston, Texas. The Parties consent to the jurisdiction of these courts and waive any defenses they have regarding jurisdiction.
As used in this Agreement, the term (i) “AAA” means the American Arbitration Association; (ii) “Claim” means any claim, liability, loss, expense, tax, fee, fine, consulting fee, demand, damages, encumbrance, cause of action of any kind, obligation, costs (including environmental response costs, costs of remediation, natural resource damages, cost related to orphan share, costs related to equipment modification or replacement), judgment, penalty, interest, and award (including recoverable legal counsel fees, expert witness fees, and costs of litigation of the person asserting the Claim), whether arising by law, contract, tort, voluntary settlement, or otherwise; and (iii) “Dispute” means any claim, disagreement, dispute or controversy arising out of this Agreement or the performance of any obligations under this Agreement, including a Claim (as hereinafter defined) under this Agreement and any dispute or controversy regarding the existence, construction, validity, interpretation, enforceability, termination or breach of this Agreement, whether based in contract, tort or in any other manner.
NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE IN AN ACTION INITIATED BY ONE AGAINST THE OTHER FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES RESULTING FROM OR ARISING OUT OF THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT OR BUSINESS INTERRUPTIONS, HOWEVER SAME MAY BE CAUSED.
14. GOVERNING LAW AND VENUE
These Terms and Conditions and your use of Shale Marketplace is governed by and interpreted under the laws of Texas, without regard to its choice of law rules, except that the substantive and procedural rules of the Federal Arbitration Act, 9 U.S.C. §§ 1-16 (the “Act”) govern Section 13 (Disputes).
15. No Waiver
The failure of Shale Marketplace LLC to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.
16. No Fiduciary Duties
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR ANY OTHER AGREEMENT CONTEMPLATED HEREIN OR APPLICABLE PROVISIONS OF LAW OR EQUITY OR OTHERWISE, YOU HEREBY AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW YOU HEREBY ELIMINATE AND WAIVE ANY AND ALL FIDUCIARY DUTIES SHALE MARKETPLACE OR ITS AFFILIATES MAY HAVE TO YOU OF ANY KIND WHATSOEVER AND HEREBY AGREE THAT SHALE MARKETPLACE AND ITS AFFILIATES SHALL HAVE NO FIDUCIARY DUTY HEREUNDER TO YOU OR ANY OTHER PARTY UNDER ANY CIRCUMSTANCES. YOU UNDERSTAND AND ACKNOWLEDGE THAT AFFILIATES OF SHALE MARKETPLACE ARE OR MAY BE ACTIVELY ENGAGED IN THE BUSINESS OF THE ACQUISITION OF OIL AND GAS INTERESTS INCLUDING, WITHOUT LIMITATION, MINERALS, OVERRIDING ROYALTIES, NON-PARTICIPATING ROYALTY INTERESTS, AND OTHER INTERESTS IN VARIOUS LOCATIONS THROUGHOUT THE UNITED STATES AND MAY ALSO BE REGISTERED BUYERS AND MAY MAKE OFFERS ON YOUR PROPERTY. IN ADDITION, SHALE MARKETPLACE WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THE FOREGOING ACKNOWLEDGEMENTS AND UNDERSTANDINGS BEING DELIVERED BY YOU AND AGREED TO YOU BY YOUR USE OF THIS WEBSITE OR SHALE MARKETPLACE’S SERVICES TO SHALE MARKETPLACE. SHALE MARKETPLACE IS NOT ACTING AS A FIDUCIARY OR AS YOUR AGENT.
17. No Assignment
These terms and conditions may not be assigned or transferred by you.