API PIDX eBusiness Registration Agreement
Registrant hereby requests that
the Registrant be listed on the API PIDX Registration Page (“Page”) which lists
companies that have use the PIDX Standards and meet the minimum PIDX
requirements contained in Specification 3901. Registrant agrees to comply with
the following terms and conditions:
1.
Registrant
understands and agrees that information related to the Registrant’s information
will be made available by API to the general public for review and use and that
the Registrant waives any rights to this information. Registrant agrees that API may publish this
information in a variety of formats, including but not limited to electronic,
paper, and CD-Rom. Registrant acknowledges that this obligation is API’s sole
obligation under this Agreement.
2.
Registrant
agrees that the listing of Registrant on the Page shall constitute a
representation and warranty by Registrant to API and the public that the
company’s XML applications meet the minimum requirements of API PIDX 3901 XML
specification. The Registrant agrees not to make any misrepresentations
concerns the testing, any test data, or API’s scope of role in the testing.
Registrant agrees to hold harmless and indemnify API for any and all liability,
loss, damage, cost and expense which API may suffer, incur, or be put to by
reason of any claim, suit or proceeding for economic loss or damages based on
the listing of Registrant’s Information by API, misrepresentations by the
Registrant, or on the failure or alleged failure of the Registrant’s
applications products to perform as tested.
Registrant further agrees to defend API, at Registrant’s expense,
against any and all such suits, claims or proceedings.
3.
Registrant
agrees to notify API in a timely manner if it has evidence or information which
indicates that theirs PIDX-enabled applications do not conform to API’s
requirements or of any assertion by a third party that the applications are
invalid or misleading. Registrant agrees
that API shall have the right to terminate this Agreement, in whole or in part,
in response to said assertion or information.
If API determines that the Registrant’s applications do not conform to
the program requirements, API may terminate this Agreement and Registrant
agrees that its sole and exclusive remedy shall be filing an appeal pursuant to
API Policy
4.
Registrant
agrees that API may make editorial changes to the Registrant’s Information that
is ultimately provide to the general public and that API may include any
disclaimers that it deems appropriate necessary on the published version of the
form.
5.
Registrant shall not use the name AMERICAN
PETROLEUM INSTITUTE, or description “API”, or any API mark (s) in any
advertising or otherwise to indicate API sponsorship, approval or endorsement
of the Registrant’s products or services. Registrant may, however, indicate
that it is a Registrant in the PIDX eBusiness Registration program.
6.
Registrant
understands that participation in the program is voluntary and agrees that API
has not made any direct or indirect representations or warranties concerning
any potential business opportunities.
7.
Registrant
agrees that this Agreement may be terminated by API at any time and for any
reason satisfactory to API after providing notice to the Registrant.
8.
Registrant
agrees that if any action or proceeding is brought by API to enforce, protect
or establish any right or remedy with respect to this Agreement (including but
not limited to the failure of the licensee to pay applicable fees or audit
costs) or with respect to the subject matter of this Agreement, API shall be
entitled to recover reasonable attorney’s fees and costs provided that it is
the prevailing party.
9.
This
Agreement shall be interpreted and governed by the law of the
10. This instrument contains the entire and
only agreement between the parties
with respect to the subject matter hereof. No oral statements or
representations not herein contained shall have any force and effect.
11. It is expressly understood between the
parties hereto that no association, agency, apparent agency, employer/employee
relationship, partnership, or joint venture of any kind has been created.
12. Registrant agrees that API will not be
liable to the Registrant by reason of any failure in performance of this
Agreement if the failure arises out of the unavailability of third party
communication facilities or energy sources, acts of God, acts of the other
party, acts of governmental or judicial authority, fires, strikes, delays in
transportation or any cause beyond the reasonable control of API.
13. The terms and conditions of this
Agreement are severable. If any condition of this Agreement is deemed to be
illegal or unenforceable under any rule of law, all other terms shall remain in
force.
14. This Agreement shall not and is not
intended to benefit nor to grant any right or remedy to any person or entity
that is not party to this Agreement.
15. The undersigned individuals represent
and warrant that they are expressly and duly authorized by their respective
entities or agencies to execute this Agreement and to legally bind their
respective entities or agencies as set forth in this Agreement.
16. Paragraph 4, 5, 8, 9, 11, 12 survive
termination suspension or expiration of this Agreement.
17. This Agreement shall be effective on
the date that the Registrant API has signed this Agreement.
18. Notices required to give to this
agreements shall be sent to Desiree Burnley at burnelyd@api.org
