Please read carefully all of the Agreement before using the Online Energy Directory. If you have any questions, please contact Midwest on prior to agreeing. By using the Online Energy Directory, you acknowledge and agree that you have had read and understood the Agreement and agree to be bound by it.
- Midwest will make the Online Energy Directory available to you on the terms and conditions of this Agreement.
- You may use the Online Energy Directory in accordance with this Agreement, including the license granted in section III.
- Midwest takes the accuracy of its Database very seriously. If you find any information in the Online Energy Directory which:
- infringes any law, regulation, standard or relevant industry code;
- breaches the requirements of this Agreement; or
- is incorrect,
let us know as soon as possible by contacting us via the update link available on every listing.
- The Online Energy Directory contains Content created by third parties (i.e. not by Midwest), other information obtained from public sources and links to other websites (such Content and websites together, Third Party Content). Except as otherwise indicated, we do not endorse, sponsor or approve any business listed in the Online Energy Directory, any Third Party Content or the products or services offered by any business listed in the Online Energy Directory. For more information about how Midwest obtains information from public online sources, please contact Midwest.
- Automated access to the Online Energy Directory by or on behalf of internet search engines is permitted.
- Subject to paragraph I.E., you must not:
- access the Online Energy Directory other than through the normal The Online Energy Directory web interface;
- access the Online Energy Directory through any automated means (including, without limitation, through the use of scripts or webcrawlers);
- use the Online Energy Directory if you have previously been barred from using it, any other "The Online Energy Directory" branded website or any other website operated by Midwest;
- infringe the intellectual property rights of others;
- impersonate or falsely state or misrepresent an affiliation with any person or organization;
- use The Online Energy Directory or any information contained on The Online Energy Directory in connection with any surveys, contests, pyramid schemes, chain letters, junk email, spamming or any similar activity;
- violate (or cause Midwest to violate) any applicable law, regulation, standard or relevant industry code;
- sell, resell, reproduce, duplicate, trade or exploit for any commercial purpose any portion of, use of, access to or data on The Online Energy Directory which does not form part of your Company Listing; or
- supply any service through The Online Energy Directory, other than through off-line commercial activity generated by the Company Listing for your own business (being activity which takes place off the internet or off the Online Energy Directory website).
- You acknowledge and agree that Midwest retains complete editorial control over The Online Energy Directory and that Midwest may, in its sole discretion and without notice to you:
- reject, remove, delete or amend any material contained within the Online Energy Directory or in the Database at any time, including (without limitation) any material contained in any Company Listing;
- reject, refuse, remove, delete or amend any Content at any time;
- position Content and/or any Company Listing as it sees fit; and
- stipulate other conditions to ensure that the commercial nature of Content is clear.
- Midwest reserves the right to modify, discontinue or disable The Online Energy Directory or any part of The Online Energy Directory (on a permanent or temporary basis) at any time.
- Midwest may terminate this Agreement, remove your Company Listing and/or refuse you access to The Online Energy Directory if you have breached, or we consider that you will breach, this Agreement or for any other reason that Midwest, in its sole discretion, sees fit.
- You acknowledge and agree that certain Company Listings in the Online Energy Directory have been paid for by a business and will therefore be displayed before free Company Listings in the relevant search results.
- You may use the Online Energy Directory to add, amend and/or update a Company Listing, solely on the terms and conditions of this Agreement.
- All Content must:
- be complete and accurate;
- be supplied in the manner and format specified on The Online Energy Directory or as otherwise directed by Midwest;
- not be of a nature likely to bring The Online Energy Directory or Midwest into disrepute; and
- comply with all laws, regulations, standards and relevant industry codes.
- You must not:
- use the Online Energy Directory to add or amend a Company Listing where you do not have the express authorization of that business to do so;
- upload, post, transmit, publish or otherwise make available any Accessible Content that you do not have a right to make available under any law, regulation, rule or code or under contractual or other legal relationships;
- upload, post, transmit, publish or otherwise make available any false, misleading, inappropriate, profane, defamatory, abusive, threatening, obscene, indecent or unlawful Accessible Content;
- infringe the intellectual property rights of others; or
- breach a law including, without limitation, any law that restricts advertising of a profession.
- If any of the information in the Company Listing for your business changes, becomes out of date, or no longer complies with this Agreement, you must:
- immediately amend your Company Listing so that it complies with this Agreement; and/or
- immediately notify Midwest.
- You acknowledge and agree that by posting Content within the Online Energy Directory you consent to being contacted (on an ongoing basis) via any of the contact details contained in that Content, including (without limitation) where such contact involves receiving information about products or services which we think may interest you from Midwest or any Midwest authorized third party.
- You must provide Midwest with a copy of the authorization described in paragraph II.C.2 upon request.
Intellectual Property Rights
- The Online Energy Directory and the Database are owned and operated by Midwest. You acknowledge and agree that all intellectual property rights comprised in or relating to the Online Energy Directory and the Database belong to Midwest or our licensors, and that nothing in this Agreement constitutes a transfer of any intellectual property rights.
- You may print a copy of material on the Online Energy Directory for your own use only, provided You do not:
- modify the Content (including, without limitation, any copyright notice) in any way;
- make the Content public; or
- use the Content in a manner or for a purpose prohibited by this Agreement.
- You must not do anything which breaches or otherwise interferes with Midwest's intellectual property rights. Except as expressly permitted by this Agreement or by law, you may not reproduce any Content appearing on The Online Energy Directory without our written permission and, if required, payment of a specified fee. Requests to reproduce any Content may be made to Midwest.
- We may publish and communicate to the public any Content. By posting Content within the Online Energy Directory, you grant us a perpetual, royalty-free, non-exclusive, irrevocable, worldwide and transferable license to:
- reproduce, modify, add to, use, copy, publish, communicate and adapt the Content for any purpose and in any manner anywhere in the world, including (without limitation) on The Online Energy Directory and as part of the Database; and
- permit any other person to do any of the things referred to in paragraph III.D.1.
- You must waive, and must ensure that all other persons waive, absolutely and irrevocably all moral rights in relation to any Content. For the purposes of this paragraph III.D, a moral right may be waived by consenting to any act or omission which would otherwise constitute an infringement of that moral right.
- For the avoidance of doubt, you acknowledge and agree that:
- the License includes a right for us to:
- make the Content available to other companies, organizations or individuals with whom we have a relationship for the provision of services and to use such Content in the provision of those services;
- make the Content available to the public via any website or as part of any services or products in any jurisdiction;
- we will allow the Online Energy Directory users to search Content you have posted; and
- You will do everything necessary (including without limitation, on request, execution of any documents) to give Midwest the full benefit of the licenses, waivers and consents set out in this section III.
- The License will survive any termination of this Agreement.
- Your use of some third party Content (including, without limitation, third party websites linked to The Online Energy Directory) may be subject to a third party's terms and conditions of use. Nothing in this Agreement (or otherwise on the Online Energy Directory) constitutes a license or right for you to use such Content.
- where possible, have that person provide us with that personal information directly.
- You represent and warrant to Midwest that:
- You are fully authorized to publish and to authorize Midwest to publish all Content (including, without limitation, having full authorization from any business whose Company Listing you add, amend or update);
- You are least 18 years of age and have the legal capacity to enter this Agreement;
- publication of Accessible Content in accordance with this Agreement will not, at any time, infringe any intellectual property right, moral right or any right of confidence or other right of any person;
- You have the ability to grant the License;
- all Accessible Content will, at all times, comply with all applicable laws, regulations and relevant industry codes;
- all products and services advertised in Accessible Content will match the advertised description, and be available in the manner, at the price and for the time period advertised;
- the Accessible Content does not, and will not at any time, infringe any intellectual property right, moral right or any right of confidence or other right of any person;
- You have obtained the consent of all individuals whose personal information is included in the Content to:
- the collection of that personal information by Midwest; and
- all Accessible Content will be current and accurate, and will not mislead or deceive end users of the Online Energy Directory; and
- each website represented by any URL shown or embedded in the Company Listing for your business:
- is controlled and operated by Your business or its independent contractor;
- will be functional and accessible at all times; and
- is suitable in all respects, including (without limitation) subject matter, to be linked to The Online Energy Directory.
- To the full extent permitted by law and subject to paragraph VI.D, Midwest excludes all representations, warranties, terms and conditions, whether express or implied (and including, without limitation, those implied by statute, custom, law or otherwise), except as expressly set out in this Agreement.
- The Online Energy Directory is provided "as is", and you acknowledge and agree that Midwest has no control over third party Content and that your use of the Online Energy Directory (including, without limitation, all material obtained from or linked to the Online Energy Directory) is at your sole risk. Nothing on the Online Energy Directory constitutes the giving of financial or other advice. You should obtain qualified professional advice before acting on the basis of any information on the Online Energy Directory.
- To the full extent permitted by law, Midwest excludes all liability to you for any damages or loss (including without limitation, loss of profits, indirect or consequential loss) however caused (including, without limitation, damage or loss arising in contract, tort (including, without limitation, negligence), statute or otherwise) suffered by you in connection with:
- Your use of, or reliance on, The Online Energy Directory (or any information contained on or linked to the Online Energy Directory);
- any dealing you have with any business displayed on The Online Energy Directory.
- Certain legislation may imply warranties or conditions or impose obligations which cannot be excluded, restricted or modified except to a limited extent. This Agreement must be read subject to those statutory provisions. If those statutory provisions apply, notwithstanding any other provision in this Agreement, to the extent to which Midwest is entitled to do so, Midwest limits its liability in respect of any claim under those provisions to:
- the supply of the services again; or
- the payment of the cost of having the services supplied again.
- You hereby indemnify and hold harmless Midwest and its officers, employees and agents from and against any liability, loss, damage, costs and expense (including, without limitation, legal expenses on a full indemnity basis) and penalties incurred or suffered by any of them arising out of:
- Your breach of this Agreement, including (without limitation) a warranty in section V;
- any act of fraud or willful misconduct by or on behalf of you; and
- the publication or use of, or any act or omission in relation to, the Accessible Content including, without limitation, claims brought by any third party relating to defamation, negligent misstatement, injurious falsehood, contempt of court, rights of publicity and/or privacy, copyright infringement, trade mark infringement, other intellectual property infringement, passing off, misleading or deceptive conduct and any failure to comply with or fulfill any representations, warranties or agreements.
- We may provide you with notices by email, mail or by posting Content on the Online Energy Directory.
- You should carefully read and agree to this Agreement each time you use the Online Energy Directory. While Midwest hopes not to have to alter this Agreement, it is possible that changes will be required from time to time. By using the Online Energy Directory (including, without limitation, by posting any Content) you agree that the then current version of this Agreement will apply to that use.
- Midwest may assign this Agreement provided that the relevant assignee undertakes to perform all of Midwest's obligations herein. Subject to the foregoing, neither party may assign this Agreement in whole or in part.
- The indemnities in this Agreement are:
- continuing obligations of the parties, separate and independent from their other obligations and survive termination of this Agreement; and
- absolute and unconditional and unaffected by anything that might have the effect or prejudicing, releasing, discharging or affecting in any other way the liability of the party giving the indemnity.
- This Agreement is governed by the laws of the United States, and the parties submit to the non-exclusive jurisdiction of the courts of United States and waive, without limitation, any claim or objection based on absence of jurisdiction or inconvenient forum.
- Midwest is not a consumer reporting agency and you agree not to use any information obtained through the Online Energy Directory to establish eligibility for credit or insurance to be used primarily for personal, family or household purposes, for employment or any other purpose authorized under the Fair Credit Reporting Act (15 USC Section 1681b).
In this Agreement:
Midwest means Midwest Publishing Company at 2230 E 49th St – Tulsa, OK 74105-8771 - USA.
Database means the Midwest Database of Energy Industry Company Listings which is collected by Midwest and made accessible to the public via the online business directory (the Online Energy Directory).
Content means all Content posted by you within the Online Energy Directory including, without limitation, all text, notes, graphics, icons, photographs and URLs.
Accessible Content means all Content and all similar Content on sites to which URLs contained in your Content are linked.
Company Listing means a Company Listing in the Database containing information about the listed business such as contact details, for example