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To become a member of International Petroleum Foundation, you will need to complete this registration process. Please complete each field carefully and click "continue" when ready. Your password will be emailed to you after you have completed the registration process.   Full Name   Company Name Address City State/Province Zip Code Country Phone Number Email Address New members must pay the application fee and will automatically receive a one month membership. Existing members may log in to renew their membership.  Application Fee and One Month of Membership: $149.99  Monthly Membership Payment: $49.00 MEMBERSHIP AGREEMENT THIS AGREEMENT is entered into as of between:-The Member and (2) The International Petroleum Foundation, a Corporated company organised and existing under the laws of United States with its registered address at 8655 N.E. Via De Ventura,Scottsdale,Arizona,85258 (the "Company"). The New Member and the Company are hereinafter referred to, individually, as a "Party" and, collectively, as the "Parties" WHEREAS the New Member wishes to be bound by the Market Rules, by entering into this Agreement with the Company. IT IS AGREED AS FOLLOWS: 1. INTERPRETATION 1.1 Definitions: In this Agreement: "Market Rules" means the terms and conditions which govern the relationship between the Members and the Company, and the use of the Platform by Members, and which are set out more fully in the Schedule to this Agreement. "Member" means any person which has entered into a Membership Agreement with the Company (and shall, following the Effective Date, include the New Member). "Membership Agreement" means, in relation to a Member, an agreement substantially in the form of this Agreement entered into between that Member and the Company, pursuant to which that Member agrees (or has agreed) to be bound by the Market Rules. 1.2 Market Rules: Any other term which is not expressly defined in the text of this Agreement but which is defined in the Market Rules will have the meaning given to that term in the Market Rules. Clauses 12 through 17 of the Market Rules shall apply, mutatis mutandis, to the text of this Agreement. 2. RIGHTS AND OBLIGATIONS The New Member's rights, benefits and obligations in relation to the Company and the other Members shall be governed by the Market Rules. The New Member shall be bound by the Market Rules, which form an integral part of this Agreement and are deemed to be incorporated into this Agreement as though expressly set out herein. 3. TERM AND TERMINATION 3.1 Term: This Agreement shall come into force on the Date of signing and shall continue in force until it is terminated by either party giving notice (either in written form or electronically) to the other party of such termination or until Member chooses not to extend their Membership Lease. 3.2 Effect: The termination of this Agreement in relation to the New Member shall have the effect specified in Clause 11 of the Market Rules (Termination of Membership). 4. COUNTERPARTS This Agreement may be signed in two or more counterparts, each of which shall be an original and all of which shall constitute one instrument. IN WITNESS WHEREOF, the Parties, intending to be bound hereby, have caused this Agreement to be executed by their duly authorized representatives as of the date first written above: Executed by The Company International Petroleum Foundation acting by:- _________________________ Name: Title: Executed by The New Member acting by:- _________________________ Name: Title: SCHEDULE TO THE MEMBERSHIP AGREEMENT MARKET RULES 1. DESCRIPTION OF THE PLATFORM 1.1 The Platform: The Company will establish, maintain and regulate a web site and electronic platform through which Members can obtain information regarding Products, and make on-line offers for Contract of Products. A Member has a non-exclusive licence to access and use the Platform solely for its internal use in accordance with the Market Rules. This licence may not be sub-licensed and any attempt to do so will result in the automatic termination of that Member's rights and ability to access and use the Platform. The Company may in its sole discretion: (1) add, delete or change some or all the services included within the Platform at any time; and (2) refuse the services of the Platform to any Member at any time. 1.2 Market Operator: The Company may use the services of the Market Operator in connection with effecting any or all of its objectives (and in particular may permit the Market Operator to design and operate the Platform) as the Company considers appropriate. 2. INTERPRETATION Defined Terms: In these Market Rules: "Company" means International Petroleum Foundation and shall include, where relevant, its agents, employees and delegates.. "Cookies" means pieces of information in electronic form that are generated by a web server, embedded in the HTML information passing between a user and the web server, and stored in the computer of that user for future access and for record-keeping purposes. "Loss" means all costs, expenses, claims, damages, losses, liabilities, judgements, settlements, fines, taxes and penalties howsoever incurred. "Market Operator" means International Petroleum Foundation, a company with its principal place of business at 8655 N.E.Via De Ventura, Scottsdale,Arizona 85258 or any other company designated in writing by the Company as the Market Operator. "Platform" means the web site and electronic platform specified in Clause 1.1 (The Platform). "Products" means oil and oil products having the specifications set out in Annex 1 (Products and Commissions). "Transaction" means a transaction for the sale and purchase of Product entered into between two or more Members following an offer and bid exchanged through the Platform. 3. USE OF THE PLATFORM 3.1 Permitted Uses: The Platform may only be used by a Member for the following purposes, and only subject to the other terms, conditions and limitations set forth herein: (1) to bid for Products; (2) to enter into negotiations for the purchase of Products and (3) any other purpose which is necessary for or ancillary to the foregoing. A Member will not use the Platform unless it has a good faith intention to purchase and/or sell Products through the Platform. A Member shall not use the Platform to manipulate the price of any Product offered for sale, whether using or cooperating with a secondary identity, by self-bidding or otherwise. 3.2 Registration: In order to be registered as a user of the Platform, each Member will pay the duly instated Membership fee, Processing Fee, Monthly Access Fee, and Lead Contract Holding Fee and provide a valid e-mail address, business address, voice telephone number and fax number in writing to the Company for the purposes of registration, and will ensure that such information is true, complete and accurate. A Member will promptly notify the Company in writing in the event that any information provided in connection with registration as a user of the Platform changes, or is no longer accurate or correct. A Member may not register on the Platform more than once or under any alias or as any other person. 3.3 Password: After a Member has been registered as a user of the Platform, it will be provided with a username and password or multiple usernames and passwords, as applicable, on a non-transferable basis. Each Member is responsible for maintaining the confidentiality of all usernames and passwords assigned to it, and accepts full responsibility for all activities that occur under its password(s) or account, whether or not authorised by it, unless the unauthorised dissemination of username/password has been proven to happen due to an act of gross negligence by the Company. Each Member agrees to notify the Company immediately if it becomes aware of any unauthorised use of its username(s) and/or password(s). A Member shall not login to the Platform using the same password for more than one session at a time. 3.4 Employees: A Member will allow access to the Platform only by its duly authorised employees, and accepts full responsibility at all times for any and all use of the Platform by any of its employees. A Member will notify the Company promptly by telephone and in writing if any of its authorised employees leave its employment or cease to be authorised to access and use the Platform, or in the event that its password and/or usernames are disclosed to non-employees. 3.5 Other Precautions (a) A Member shall take all necessary precautions to avoid unauthorised access to the Platform or the distribution of information provided on the Platform, and to protect the copyright and/or any other proprietary rights of the Company and of others in the Platform and its contents. (b) A Member shall fulfil all reasonable requests of the Company as shall be necessary or desirable, in the sole discretion of the Company, for the protection of any and all copyright and/or other proprietary rights of any person with respect to the Platform and its contents. 3.6 Cookies: The Company may use Cookies in connection with the operation of the Platform and its web site. Cookies will be used to personalise, monitor or regulate the use of the Platform and its web site, to automate the access and data-entry functions of the Platform, to store information and to tailor the appearance or presentation of the Platform and its web site. Cookies may also be used to track usage of the Platform. Cookies will not be used to pass any information from a Member's computer except the specific information placed into the Cookie and retrieved by the Company. 3.7 Links: The Platform may provide links to other Internet sites, in which case the Company shall not assume any responsibility with respect to such links or Internet sites, nor be liable for any Loss caused to a Member as a result of that Member accessing or using such other Internet sites, or relying on information obtained therefrom. The Company may at its sole discretion terminate any link or linking program at any time without notice. 3.8 Monitoring by the Company: The Company has the right to (and may at its sole discretion at any time) monitor any and all activity or information transmitted or received through the Platform, and may review, censor or prohibit any activity or the transmission or receipt of any information which it deems to be inappropriate or in violation of these Market Rules. In this connection, the Company may examine, record, copy and use any such information so obtained. 4. LIMITATION OF LIABILITY 4.1 General Limitation (a) Each Member agrees that it uses the Platform entirely at its own risk and that the Company is under no duty of care (whether express or implied, and whether arising by contract or by applicable law) towards any Member. (b) The Company makes no representations, warranties or undertakings of any kind relating to: (1) any information provided, or comment or statement displayed, on the Platform or relating to the Products or otherwise; (2) the design of, or content on, the Platform; (3) any Member's ability to access the Platform; (4) title, merchantability or fitness for purpose of any Products described on the Platform; and (5) the ability of any Member or other user of the Platform to discharge its obligations whether in the context of a Transaction or otherwise. (c) The Company and its agents, representatives, officers, directors and employees (each, an "Excluded Person") shall not be liable for any Loss suffered by a Member arising out of: (1) its use of the Platform or its participation in any Transaction; (2) the inability of that Member to use or access the Platform; or (3) any other circumstance whatsoever; and each Member hereby expressly waives any rights it may have in respect thereof and releases and holds harmless each Excluded Person from any liability hereunder. (d) Without prejudice to any other provision of these Market Rules, each Member agrees that the maximum amount which it is entitled to recover in respect of any Loss arising from a Transaction shall not exceed the aggregate amount of commissions payable by it in relation to that Transaction. 4.2 Inaccuracies: Information provided on the Platform may contain technical or factual inaccuracies or typographical errors. The Company accepts no liability for such inaccuracies and errors, and reserves the right to make changes and corrections at any time, without notice. Where a Member becomes aware that any information provided by it to the Company for inclusion on the Platform is incorrect or inaccurate, it shall notify the Company as promptly as practicable. 4.3 Participation in Transactions: The Platform is only a venue for exchanging information pertaining to Products and transactions relating to Products. The Company is a participant in all Transactions, as the principal. The sole responsibility for verifying all information which is submitted for contracting remains exclusively with the relevant Member wishing to make use of or otherwise rely on any such information. 4.4 Conclusion of Contracts: The Members, themselves, are solely responsible for negotiating, documenting and concluding all Transactions, and for the legality, validity and enforceability in any jurisdiction of agreements or contracts relating to those Transactions. 4.5 Identity and Control of Members: The Company has no obligation to verify the identity or control the actions of any person which accesses or uses the Platform. 4.6 No Relationship: The Company is not and shall not be regarded at any time or for any purpose as an agent, fiduciary or trustee for, or partner in relation to, any Member. 5. SALE AND PURCHASE TRANSACTIONS 5.1 Conclusion of Transactions: Any Member wishing to conclude an agreement for the sale and purchase of any Product with another Member shall enter into the necessary arrangements outside the Platform. Each such Member shall be responsible for setting the terms of payment, shipment, warranty (if any) and other terms governing the sale and purchase of Products and the completion of the relevant Transaction. Each Member will ensure that any Transaction entered into by it as a result of using the Platform does not violate any applicable laws. 5.2 Product Sale Contract: For the convenience of Members, the Company has provided all relevant forms as for the legality, validity or enforceability of any Transaction or any of the terms thereof that may be entered into on the basis of such contract. Other than the requirement to comply with the terms hereof, nothing herein shall be read to prohibit Members from entering into Transactions on such other terms, and in reliance on such other forms of contract, as they consider appropriate. 5.3 Pre-contractual Statements: Any comments, claims or statements which are posted on the Platform by a Member prior to the conclusion of a Transaction shall not, unless the relevant sale and purchase contract specifies otherwise, form part of the terms of such Transaction, which terms shall be deemed entirely incorporated in the relevant sale and purchase contract unless otherwise specified in writing and agreed by the parties thereto. 6. MEMBERSHIP FEES 6.1 Amount: The Company will charge a Application Fee of $100.00 upon receiveing request for Membership, Member will be charged $49.00 per month for Access Fee, Member will be charged $35.00 processing for any and each Potential Contract participents for products in respect to all Products which are the subject of a Transaction between Member made through the Platform, Member will also be charged Contract Processing/Issuance of Proof Of Product-Laycan/Vessel schedule,Draft/Final Contracting,2% Performance Bond Intiation in accordance with the rate(s) specified in Annex 1 (Products and Membership Fees). The Membership Fee specified herein shall be payable whether or not the Members in question subsequently conclude or settle any Transaction, encounter subsequent complications or difficulties in delivery, quality or similar matters, or rescind the Transaction, and regardless of whether or not a dispute of any nature whatsoever subsequently arises in relation to that Transaction. 6.2 Billing and Payment: Each Member shall be invoiced for Membership payments on a monthly basis, on the last 7 Business Days of the relevant month. Invoices will be sent to each Member electronically. Payment shall be due in full without any deduction or set-off within eight calendar Days of the date of the invoice. Any amount which is due shall be paid or Member forfeits rights to access and shall be suspended until payment in full and penalty of two months holding deposit of monthly fee is obtained. 6.3 Fees and Charges: Any and all fees and charges incurred in connection with the effecting of any Transaction or the making of any payment by a Member are the sole and exclusive liability of that Member and of any other Members participating in the relevant Transaction. 7. WARRANTIES 7.1 Representations and Warranties: Each Member makes the following representations and warranties in favour of the Company: (a) it is a legal entity duly organised and validly existing under the laws of jurisdiction in which it is registered or in which its principal office is located, as the case may be; (b) it has the corporate authority to register as a Member, to use the Platform, to comply with these Market Rules and to enter into and perform Transactions; (c) the Membership Agreement to which it is a party and these Market Rules are legal, valid and binding on it, and are enforceable in accordance with the terms hereof or thereof; (d) it is a participant in the market for the products being sold on the Platform, and has full legal capacity and ability to purchase, sell, transfer or accept such products; (e) it has the capacity to make and/or take (as the case may be) actual delivery of Products, and to effect timely delivery or acceptance thereof. 7.2 Repetition: Each representation and warranty which is specified in Clause 7.1 (Representations and Warranties) shall be deemed to be repeated on each date on which the Member accesses and uses the Platform, with reference to facts and circumstances then existing, as though made on such date and at such time. 8. UNDERTAKINGS 8.1 Undertakings of Each Member: Each Member hereby agrees, covenants, and gives the undertakings specified in Clauses 8.2 (No Copying) and 8.3 (Products Traded) to the Company and to each other Member. 8.2 No Copying: Except as expressly permitted hereby or in writing from the Company, a Member shall not reproduce, copy or distribute in any way any of the information obtained through the Platform or any e-mail or other communication by or between Members or the Company subject to Dismissal/Revocation/Voidance of any/all transactions/fees. 8.3 Products Traded: A Member will use the Platform only for the purpose of transactions involving the exchange of commodities for money, and will not use the Platform to trade or otherwise deal in (whether directly or indirectly) any type of securities, futures, options or financial derivative products. 9. PROTECTED INFORMATION AND CONFIDENTIALITY 9.1 Protected Property: All configurations, screens and all information appearing on or displayed in connection with the Platform or derived from the Platform, all commodity trading software written by or licensed to the Market Operator and/or the Company which is used in connection with the Platform (including, without limitation, the source codes and object codes relating thereto, and connected documentation), and any upgrade, variation or customisation thereof, shall (without limitation) constitute "Protected Property". Protected Property is exclusively licensed to the Company and the Market Operator for their use. The rights conferred by such licence remain the exclusive and valuable rights of the Company and the Market Operator and embody substantial creative efforts, ideas and expressions of the Company and/or the Market Operator . 9.2 Restrictions on Use: (a) A Member shall not, directly or indirectly, copy, reproduce, amend or modify all or any part of the Protected Property, whether electronically, mechanically or otherwise, without the prior written consent of the Company. Provided, however, that a Member may copy a web page from the Platform in its internal computer system in the course of accessing the Platform and for its own internal use. Where a copyright, patent, trade secret or other proprietary notice has been included by the Company on any Protected Property, a Member shall include (and shall not alter, modify or remove) such proprietary notice in any copies (whether in electronic, mechanical or other form) of the Protected Property which it is permitted to make pursuant to this paragraph. (b) A Member shall not in any way: interfere with or disrupt the Platform, its web site, servers or any networks connected thereto; use any device, software or routine or in any other way attempt to interfere with the normal and proper functioning of the Platform, its web site or the computers of the Company or any Member; or use the Platform for any purpose other than those specified in Clause 3.1 (Permitted Uses). 9.3 No Transfer of Title: A Member shall not acquire any right, title or interest over any information on, or content of, the Platform by reason of downloading such information and/or content, or on any other basis whatsoever. 9.4 Confidentiality: Confidential Information is described in the Privacy Policy, as published from time to time on the Platform. The use of Confidential Information by Members or the Company shall be governed by the Privacy Policy. 10. REBATE PROGRAMME 10.1 General: Subject to Clauses 10.2 (Allocation and Issuance of Shares) and 10.3 (Certain Restrictions), each Member may (but is not obliged to) subscribe to Class A Shares (as defined in the Bye-laws of the Company) as set forth herein. 10.2 Allocation and Issuance of Shares (a) At the end of each month after the statutory meeting of the Company until the end of the first financial year of the Company, one Class A Share (as defined in the Bye-laws of the Company) will be provisionally allocated to each Member for the time being, for every USD100 (One hundred US Dollars) in commissions paid by that Member to the Company. (b) At the first annual general meeting of shareholders of the Company, Class A Shares which have been provisionally allocated pursuant to Paragraph (a) will be offered to the relevant Members. Such Members may (but are not obliged to) subscribe to the allocated shares. (c) At the end of each month thereafter, and from time-to-time until 31st December, 2003, further allocations of Class A Shares will be made to Members on the basis set out in Paragraph (a); and shares which are so allocated will be offered to the relevant Members only at the next annual general meeting of shareholders of the Company following such allocation. (d) If a Member does not subscribe to the Class A Shares allocated to it within 30 days of such shares being offered to it, the offer and the provisional allocation shall be deemed to have lapsed, and shall thenceforth be null and void. 10.3 Certain Restrictions (a) The total number of Class A Shares which are to be allocated and issued in accordance with Clause 10.2 (Allocation and Issuance of Shares) shall be determined by the Company in accordance with Clause 10.2, but shall not, at any time, exceed 25% of the total issued share capital of the Company. (b) Notwithstanding any other term hereof, if the number of Class A Shares which are provisionally allocated, when aggregated with the number of Class A Shares which have already been issued and subscribed, equals or exceeds the limit determined by the Company in accordance with Sub-Clause 10.3(a) , the Company may, at its sole discretion: (1) adjust the number of Class A Shares to be allotted to each Member further to the provisional allocation, or adjust the amount of commission which must be paid to the Company in order to receive Class A Shares with respect to such provisional allocation, or both (as it considers appropriate); and/or (2) refuse to allocate and/or issue some or all of the provisionally allocated Class A Shares and/or any further Class A Shares; and each Member irrevocably consents in advance to such action by the Company. The sole remedy of any Member, in the event such Member does not agree to or with any such decision of the Company, shall be to terminate its participation hereunder in accordance with the terms hereof. 11. TERMINATION OF MEMBERSHIP 11.1 Termination (a) The Company, acting in accordance with the relevant Membership Agreement, may notify any Member in writing or electronically that its membership in the Company has been terminated, whereupon: (1) all rights of use pursuant to the Member's Membership Agreement and the licence granted to such Member to access and use the Platform shall immediately and automatically be revoked upon such termination taking effect; and (2) all such other action as the Company deems necessary or desirable may be taken by the Company to amend its records so that such Member is removed as a Member for any and all further purposes. (b) Termination of membership in the Company shall not affect a Member's right to hold any shares in the Company which it may have acquired prior to the date on which its membership in the Company was terminated. 11.2 Suspension: Without prejudice to the right to terminate a Member's membership in the Company, the Company also may, for any reason and in its sole discretion, notify any Member in writing or electronically that its membership in the Company has been suspended, whereupon all rights pursuant hereto and the licence granted to such Member to access and use the Platform shall be suspended for the period specified in such notice. 11.3 Survival of Certain Provisions: Clauses 9 (Protected Information and Confidentiality), 14 (Indemnity), 15 (Governing Law) and 16 (Disputes) shall survive the termination of a Member's Membership Agreement and/or membership in the Company, and the relevant Member shall remain bound by the terms of those provisions. 11.4 Payments: The suspension or termination of a Member's membership in the Company shall not affect its obligation to pay any amount which has accrued or has fallen due. 12. THIRD PARTY BENEFICIARIES Pursuant to the Contracts (Rights of Third Parties) Act, 1999, of England, a Member may enforce any provision of a Membership Agreement entered into between the Company and any other Member (including, without limitation, provisions of the Market Rules attached to such Membership Agreement), where such provision is by its terms expressed to be for the benefit of the Members generally, and the Member hereby acknowledges and agrees that its breach of or default under any such provision hereof by it shall subject it to potential direct liability to the other Members adversely affected by such breach or default. Notwithstanding the foregoing, any provision referred to in this Clause 12 may be amended by the agreement of the parties to any Membership Agreement, and any such amendment shall not require the consent of any other Member which is a third-party beneficiary under that provision. 13. NOTICES 13.1 Notices from the Company: All notices from the Company to any Member may be given in writing, by fax, or electronically, to the business and/or e-mail addresses provided by that Member upon registration in accordance with Clause 3.2 (Registration). The Company shall be entitled to use the most recent contact details provided by the Member, and the Member shall be deemed to have received any such notice duly set in accordance with such details. 13.2 Notices to the Company: All notices to the Company from any Member may be given in writing, by fax, or electronically, to the contact address provided on the Platform. 14. INDEMNITY Each Member shall indemnify the Company on demand against any Loss suffered by the Company as a result of: (a) that Member's use of the Platform; (b) any claim or dispute arising from any action of that Member in connection with the Platform or any Transaction; (c) any information posted by that Member on the Platform; or (d) any breach, by that Member, of these Market Rules. 15. GOVERNING LAW These Market Rules and each Membership Agreement is governed by, and shall be construed in accordance with, the laws of England (excluding its conflict of laws rules which would refer to the laws of any other jurisdiction) and all disputes hereunder shall be submitted to the exclusive jurisdiction of the High Court of Justice in London, without recourse to arbitration. 16. MISCELLANEOUS PROVISIONS 16.1 Amendments: The Parties hereby expressly agree that the Market Rules and any Membership Agreement may be modified or amended by the Company at any time in its sole discretion by notice to the relevant Member(s), and each Member irrevocably and unconditionally consents to such amendment. The sole remedy of any Member, in the event such Member does not agree to or with any terms as so amended, shall be to terminate its participation pursuant to same in accordance with the terms thereof. A Member may not modify or amend the Membership Agreement to which it is a party (or the relevant Market Rules) in any way, shape or form without the prior, written consent of the Company . 16.2 Waivers: Any waiver of any right or provision of the Market Rules or any Membership Agreement will be effective only if agreed in writing by the Company and the failure of the Company to enforce any term shall not constitute a waiver of such term. 16.3 Severability: Any provision of these Market Rules which is invalid or unenforceable in any jurisdiction shall not make any other provision of these Market Rules invalid or unenforceable, nor will such provision be invalid or unenforceable in any other jurisdiction. 16.4 Entire Agreement: The Membership Agreement entered into by a Member and the Market Rules attached thereto constitute the entire agreement between the relevant Member and the Company with respect to the subject matter thereof, and supersede all other prior agreements, covenants, understandings, representations or communications, written or oral, by the Parties with respect to same. 16.5 Incorporation by Reference: Each of the annexes hereto shall be considered to be an integral part of these Market Rules, and are explicitly incorporated in their entirety herein by reference. 16.6 Changes to Parties: A Member may not assign or transfer any of its rights hereunder or its membership in the Company. ANNEX 1 Information contained herein and when agreed to is binding and legal. Copyright 2002 International Petroleum Foundation  I accept the terms and conditions of this site as listed in the box above.

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