IMPORTANT! YOUR ACCESS TO THIS WEB SITE IS SUBJECT TO LEGALLY BINDING TERMS AND CONDITIONS, AND THIS WEB SITE IS OFFERED TO YOU CONDITIONAL ON YOUR ACCEPTANCE, WITHOUT MODIFICATION, OF THIS AGREEMENT. CAREFULLY READ ALL OF THE FOLLOWING TERMS AND CONDITIONS BEFORE PROCEEDING. ACCESSING THIS WEB SITE IS THE EQUIVALENT OF YOUR SIGNATURE AND INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS AND YOUR INTENT TO BE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, PLEASE CLICK ON THE “EXIT” BUTTON BELOW.
This Web Site Legal Terms and Disclaimer (the “Agreement”) is an agreement between you (“You”) and MEGAWEST ENERGY CORP. (the “Company”). “We” and “Us” means both You and the Company. The effective date of this Agreement is when You accept or are deemed to accept this Agreement in accordance with the procedure set out in this Agreement.
You hereby consent to the exchange of information and documents between Us electronically over the Internet or by e-mail, if to You to [insert address of Internet user] or if to Company, 10th Floor, 815-8th Ave S.W., Calgary, Alberta, T2P 3G2, and that this electronic Agreement shall be the equivalent of a written paper agreement between Us.
Amendments to this Agreement
The Company reserves the right to change the terms, conditions and notices under which it offers this web site. You are responsible for regularly reviewing these terms, conditions and notices, and any other terms or notices posted on the web site. Your continued use of this web site after the effective date of such changes constitutes your acceptance of and agreement to such changes.
Ownership And Copyright
You acknowledge that any and all information, content, reports, data, databases, graphics, interfaces, web pages, text, files, software, product names, company names, trade-marks, logos and trade names contained on this web site (collectively, the “Content”) including the manner in which the Content is presented or appears and all information relating thereto, are the property of their respective owners as indicated, the Company, its licensors, or third parties using the web site, as the case may be. By accessing this web site You agree to be bound by the terms of the Company’s Copyright Notice. Click to read our Copyright Notice.
Registered Users
You must be a registered user to obtain access to certain areas of this web site. If You are or become a registered user, You agree to provide true, accurate, and complete information as required by Us to complete the registration process. You are fully responsible and liable for maintaining the confidentiality of your user identifier(s) and password(s) and for all activities that occur in your account(s), regardless of whether those activities are authorized by You. You agree to immediately notify Us of any unauthorized use of your account(s).
Your Representations
You warrant and represent that:
Restrictions On Use
You agree that You will not:
License To Use Your Information
With the exception of personal information, You hereby grant to the Company the perpetual, unlimited, royalty-free, world wide, non-exclusive, irrevocable, transferable license to run, display, copy, reproduce, publish, bundle, distribute, market, create derivative works of, adapt, translate, transmit, arrange, modify, sub-license, export, merge, transfer, loan, rent, lease, assign, share, outsource, host, make available to any person or otherwise use, any information or other content You provide on or through this web site or which is sent to the Company by e-mail or other correspondence, including without limitation, any ideas, concepts, inventions, know-how, techniques or any intellectual property contained therein, for any purpose whatsoever. The Company shall not be subject to any obligations of confidentiality regarding any such information unless specifically agreed by the Company in writing or required by law. You represent and warrant that You have the right to grant the license set out above.
Personal Information
The Company may, from time to time, but is not obliged to, monitor your use of the web site and collect, store, use and disclose personal information about You in accordance with its Privacy Policy. The accuracy of your personal information and any corrections to it are governed by the Company’s Privacy Policy. By accessing this web site You agree to be bound by the terms of the Company’s Privacy Policy. Click here to read our Privacy Policy.
Limitations on Liability and Disclaimers
Security of Information
THERE IS NO GUARANTEE THAT PERSONAL INFORMATION AND TRANSACTIONS ON THIS WEB SITE OR ON THE INTERNET WILL BE MAINTAINED CONFIDENTIAL AND SECURE. Use of this web site and the content is at your own risk and the Company assumes no liability or responsibility pertaining to the Content, your use of the web site or the receipt, storage, transmission or other use of your personal information.
The Company will not be responsible for any damages You or any third party may suffer as a result of the transmission, storage or receipt of confidential or proprietary information that You make or that You expressly or implicitly authorize the Company to make, or for any errors or any changes made to any transmitted, stored or received information.
No Endorsement of Third Party Content
This web site and its Content are not to be construed as a form of promotion or an offer to sell any product, service or securities . This web site may contain links to other sites and content posted by third parties accessing the web site. Any third party content are the views of those third parties, and do not represent the views of the Company. THE COMPANY DOES NOT RECOMMEND OR ENDORSE ANY OF THE CONTENT, INCLUDING, WITHOUT LIMITATION, ANY HYPER-LINKS TO OR CONTENT FOUND IN POSTINGS BY THIRD PARTIES OR LINKS TO OTHER WEB SITES. The mention of another party or its product or service on this web site should not be construed as an endorsement of that party or its product or service. A link to another site should not be construed to mean that the Company is affiliated or associated with same.
Reliance on Third Party Content
The Company does not assume responsibility for the accuracy or appropriateness of the information, data, opinions, advice, or statements contained in such third party content. In providing links to the other sites and content by third parties, the Company is in no way acting as a publisher or disseminator of the material contained in same. The Company does not and cannot monitor, control or review the content posted by third parties on the web site or content contained in web sites for which links are provided. WHEN YOU ACCESS OR RELY ON THIRD PARTY CONTENT, YOU ARE DOING SO AT YOUR OWN RISK.
The Company will not be responsible for any damages You or any third party may suffer as the result of reliance on information found anywhere on the web site or in any link to another web site found on this site.
Reliance on Website
YOU ARE SOLELY RESPONSIBLE FOR THE RETRIEVAL AND USE OF THE CONTENT. You should apply your own judgment in making any use of any Content, including, without limitation, the use of the information as the basis for any conclusions. The Content may not be accurate, up to date, complete or untampered with, and is not to be relied upon. The Company assumes no obligation to update the Content on this web site. The Content on this web site is not intended to be used as a substitute of any kind of professional advice. It is your duty to obtain professional advice and We strongly urge that You do so before accepting these terms, You may print out a copy and review it with a qualified lawyer or other representative, or, if You have no such representatives, then You should seek other independent advice to meet your needs. YOU SHOULD NOT ACT OR RELY ON ANY OF THE CONTENT WITHOUT SEEKING ADVICE OF A QUALIFIED PROFESSIONAL.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THIS WEB SITE AND ALL CONTENT, PRODUCTS, SERVICES AND SOFTWARE ON THIS WEB SITE OR MADE AVAILABLE THROUGH THIS WEB SITE ARE PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES, GUARANTEES OR CONDITIONS, OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, WARRANTIES AS TO UNINTERRUPTED OR ERROR FREE OPERATION, AVAILABILITY, ACCURACY, COMPLETENESS, CURRENTNESS, RELIABILITY, TIMELINESS, LEGALITY, SUITABILITY, PRIVACY, SECURITY, MERCHANTABILITY, QUALITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, OR THOSE ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE.
Forward Looking Statements
No Responsibility for Damages
IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, AGENTS, LICENSORS, SUPPLIERS, OR THEIR RESPECTIVE DIRECTORS, OFFICERS OR EMPLOYEES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, AGGRAVATED, ECONOMIC OR CONSEQUENTIAL DAMAGES, HOWSOEVER CAUSED, INCLUDING BUT NOT LIMITED TO: DAMAGES FOR LOSS OF USE, LOST PROFITS OR LOST SAVINGS, EVEN IF THE COMPANY OR ANY OF ITS LAWFUL AGENTS OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM.
IN NO EVENT WILL COMPANY, ITS AFFILIATES, AGENTS, LICENSORS, SUPPLIERS, OR THEIR RESPECTIVE DIRECTORS, OFFICERS OR EMPLOYEES, BE LIABLE FOR DAMAGES OR LOSSES RESULTING FROM: VIRUSES, DATA CORRUPTION, FAILED MESSAGES, TRANSMISSION ERRORS OR PROBLEMS; TELECOMMUNICATIONS SERVICE PROVIDERS; LINKS TO THIRD PARTY WEB SITES; THE INTERNET BACKBONE; PERSONAL INJURY; THIRD PARTY CONTENT, PRODUCTS OR SERVICES; DAMAGES OR LOSSES CAUSED BY YOU, OR YOUR RESPECTIVE EMPLOYEES, AGENTS OR SUBCONTRACTORS; LOSS OF USE OR LACK OF AVAILABILITY OF FACILITIES INCLUDING COMPUTER RESOURCES, ROUTERS AND STORED DATA; THE USE OR INABILITY TO USE THIS WEB SITE OR THE CONTENT; ANY OTHER WEB SITE ACCESSED TO OR FROM THIS WEB SITE; OR EVENTS BEYOND THE REASONABLE CONTROL OF THE COMPANY, EVEN IF THE COMPANY OR ANY OF ITS LAWFUL AGENTS, OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM.
IN NO CASE WILL THE COMPANY’S, ITS AFFILIATES’, AGENTS’, LICENSORS’, SUPPLIERS’, AND THEIR RESPECTIVE DIRECTORS’, OFFICERS’ AND EMPLOYEES’ CUMULATIVE TOTAL LIABILITY ARISING UNDER ANY CAUSE WHATSOEVER (INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, TORT, NEGLIGENCE, GROSS NEGLIGENCE, OR OTHERWISE) BE FOR MORE THAN THE LESSER OF EITHER THE ACTUAL FEES PAID BY YOU AND ONE ($1.00) DOLLAR.
THE COMPANY IS NOT RESPONSIBLE FOR ANY CONTENT OR INFORMATION THAT YOU MAY FIND UNDESIRABLE OR OBJECTIONABLE. THE COMPANY DISCLAIMS ANY LIABILITY FOR UNAUTHORIZED USE OR REPRODUCTION OF ANY PORTION OF THE WEB SITE. ACCESSING THE CONTENT FROM TERRITORIES WHERE IT MAY BE ILLEGAL IS PROHIBITED.
MegaWest Energy’s Disclosure Policies
MegaWest Energy’s disclosure of reserves data and other oil and gas information is made in reliance on an exemption granted to MegaWest Energy by Canadian securities regulatory authorities which permits it to provide such disclosure in accordance with U.S. disclosure requirements. The information provided by MegaWest Energy may differ from the corresponding information prepared in accordance with Canadian disclosure standards under National Instrument 51-101 (NI 51-101). The reserves quantities disclosed in this website represent net proved reserves calculated using the standards contained in Regulation S-X of the U.S. Securities and Exchange Commission. Further information about the differences between the U.S. requirements and the NI 51-101 requirements is set forth under the heading "Note Regarding Reserves Data and Other Oil and Gas Information" in MegaWest Energy’s Annual Information Form.
Certain crude oil and natural gas liquids ("NGLs") volumes that have been converted to millions of cubic feet equivalent ("MMcfe") or thousands of cubic feet equivalent ("Mcfe") on the basis of one barrel ("bbl") to six thousand cubic feet ("Mcf"). Also, certain natural gas volumes have been converted to barrels of oil equivalent ("BOE"), thousands of BOE ("MBOE") or millions of BOE ("MMBOE") on the same basis. MMcfe, Mcfe, BOE, MBOE and MMBOE may be misleading, particularly if used in isolation. A conversion ratio of one bbl to six Mcf is based on an energy equivalency conversion method primarily applicable at the burner tip and does not necessarily represent value equivalency at the well head.
MegaWest Energy uses the terms resource play, estimated ultimate recovery and Unbooked Resource Potential. Resource play is a term used by MegaWest Energy to describe an accumulation of hydrocarbons known to exist over a large areal expanse and/or thick vertical section, which when compared to a conventional play, typically has a lower geological and/or commercial development risk and lower average decline rate. As used by MegaWest Energy, estimated ultimate recovery (EUR) has the meaning set out jointly by the Society of Petroleum Engineers and World Petroleum Congress in the year 2000, being those quantities of petroleum which are estimated, on a given date, to be potentially recoverable from an accumulation, plus those quantities already produced therefrom. MegaWest Energy defines Unbooked Resource Potential as quantities of oil and gas on existing land holdings that are not yet classified as proved reserves, but which MegaWest Energy believes may be moved into the proved reserves category and produced in the future. MegaWest Energy employs a probability-weighted approach in the calculation of these quantities, including statistical distributions of resource play performance and areal extent. Consequently, MegaWest Energy’s Unbooked Resource Potential necessarily includes quantities of probable and possible reserves and contingent resources, as those terms are defined in the Canadian Oil and Gas Evaluation Handbook
Termination
This Agreement is effective until terminated by the Company, with or without cause, in the Company’s sole and unfettered discretion. The Company may terminate this Agreement without notice to You if You fail to comply with any of its terms. The Company reserves the right, in its sole and unfettered discretion to restrict, suspend or terminate your access to any part or all of the web site, at any time or for any reason without prior notice or liability. The Company may change, suspend or discontinue all or any aspect of the web site at any time, including the availability or any feature, database or Content, without prior notice or liability.
Any such termination by the Company shall be in addition to and without prejudice to such rights and remedies as may be available to the Company, including injunction and other equitable remedies.
The disclaimers, limitations on liability, ownership, termination, interpretation, your license to the Company, your warranty and the indemnity provisions of this Agreement shall survive the termination or expiry of this Agreement.
Indemnity
You agree at all times to indemnify, defend and hold harmless the Company, its agents, suppliers, affiliates and their respective directors and employees against all actions, proceedings, costs, claims, damages, demands, liabilities and expenses whatsoever (including legal and other fees and disbursements) sustained, incurred or paid by the Company directly or indirectly in respect of:
Governing Law
The Company, this web site and the Content (excluding linked web sites or content) are physically located within the Province of Alberta, Canada. This Agreement will be governed by the laws of the Province of Alberta and the federal laws of Canada and shall be treated in all respects as an Alberta contract, without reference to the principles of conflicts of law. In the event of a dispute, We agree to submit to the non-exclusive jurisdiction of the Alberta courts. We expressly exclude the UN Convention on Contracts for the International Sale of Goods, and the International Sale of Goods Act (Alberta) as amended, replaced or re-enacted from time to time. You agree to waive any right You may have to:
We have required that this Agreement and all documents relating thereto be drawn-up in English. Nous avons demandé que cette convention ainsi que tous les documents qui s’y rattachent soient rédigés en anglais.
Interpretation
The division of this Agreement into sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. In this Agreement, words importing the singular number include the plural and vice versa, words importing gender include all genders; and words importing persons include individuals, sole proprietors, partnerships, corporations, trusts and unincorporated associations. All references to money amounts in this Agreement, unless otherwise specified, are in Canadian dollars.
Entire Agreement
This Agreement as it may be amended from time to time in accordance with the provisions of Section 14, and any and all other legal notices and policies on this web site, constitute the entire agreement between You and the Company with respect to the use of this web site and the Content.
Amendment and Waiver
The Company reserves the right, in its discretion, to amend this Agreement at any time by posting amendments on this web site. You are responsible for periodically reviewing the amendments on this web site and You are deemed to be aware of such amendments. If You do not agree to the amended terms and conditions, You shall immediately stop using this web site. Access to this web site or use of this web site after any amendments have been posted shall constitute your acknowledgement and acceptance of the amended terms and conditions. No supplement, modification or amendment to this Agreement and no waiver of any provision of this Agreement shall be binding on the Company unless executed by the Company in writing. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.
Disposition of the Parties
The obligations of each party under this Agreement shall be in every case several and shall not be, or be construed to be, either joint or joint and several. Nothing contained in this Agreement shall be deemed to constitute either party the partner, agent, or legal representative of the other party or to create any fiduciary relationship for any purpose whatsoever. Except as otherwise specifically provided in this Agreement, nothing in this Agreement shall confer on either party any authority to act for, bind, or create or assume any obligation or responsibility on behalf of the other party.
Severability
Any provision of this Agreement which is held by a court of competent jurisdiction to be illegal, invalid or unenforceable in such jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability and shall otherwise be enforced to the maximum extent permitted by law, all without affecting the remaining provisions of this Agreement or affecting the legality, validity or enforceability of such provision in any other jurisdiction.
Assignment
We may assign our rights and obligations under this Agreement to any party at any time without notice.
Enurement
This Agreement shall enure to the benefit of and be binding upon each of Us and our respective successors and permitted assigns. You acknowledge having read this Agreement before accepting it, having the authority to accept this Agreement and having received a copy of this Agreement.
© 2007, MegaWest Energy Corp., Calgary, Alberta.
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The following message may be sent or displayed to the Internet user after acceptance of the web site terms:
“The Agreement between You and the Company for accessing the web site has been successfully completed. Please print a copy of the terms of the Agreement for your reference. The Agreement has been assigned the following number: Corporate Legal Disclaimer - Jan 1 2007. A copy of the Agreement will be kept at address: Miller Thomson LLP
3000, 700 9th Ave SW
Calgary, AB T2P 3V4.
Tel: 403.298.2482;
Fax: 403.262.0007, and to view it, please email info@megawestenergy.com and refer to the Agreement number above.