USER AGREEMENT

CAREFULLY READ THE TERMS AND CONDITIONS SET FORTH BELOW BEFORE PROCEEDING ON THIS WEB SITE.  CLICKING ON THE " I ACCEPT" BUTTON ABOVE INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS.  IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS SET FORTH BELOW, YOU SHOULD EXIT THIS WEB SITE BY CLICKING ON THE "CANCEL" BUTTON.

1.  Your Responsibility for Information Posted on the Web Site.  Those who use this Web Site: (i) are responsible for their own diligent inquiry with respect to oil and gas properties, interests and other prospects ("Properties"), (ii) must conduct their own inquiries to determine the correctness, accuracy and completeness of the information and any interpretive information presented; and (iii) should consult such legal counsel and financial advisers as they deem necessary in connection with the opportunities presented herein. 

2.  Investor Status.  Oil and gas exploration, development and production involve highly speculative activities the results of which cannot be exactly predicted and which necessarily involve risk of loss.  Much of the information posted on the Web Site is derived through the application of scientific or other techniques associated with the oil and gas business, and, as such, should not be relied upon as statements of fact.  Any reserve estimates, price calculations, price forecasts, exploration potential predictions or similar information contained in the material furnished in connection with any listing on the Web Site are, or may be, estimates only and may not be indicative of actual results.  You acknowledge and represent to The Oil & Gas Asset Clearinghouse, LLC, including it’s parent company and all affiliates (herinafter individually and collectively referred to as "THE CLEARINGHOUSE") that:  (i) you are able to bear the economic risk of any oil and gas investments you make; (ii) you are capable of evaluating the merits and risks of investments in oil and gas activities; (iii) any interest that you may acquire in any Property will be for your own account and not with a view to the distribution or sale thereof; (iv) you are acting solely for your own account in making any evaluation of any listing on the Web Site, or, if you are acting for someone else's account, you are a broker-dealer registered with the Securities and Exchange Commission; and (v) any and all listings on the Web Site are not, should not and will not be construed as a prospectus or other such offer to sell a security or an interest in oil and gas properties.  The Property descriptions and information on the Web Site are for informational purposes only.  Nothing contained on the Web Site should be construed as an offer to you or any person who uses the Web Site.  Specifically, the information on the Web Site does not constitute an offer in the State of California or to residents of the States of New York or New Jersey, and the Properties are not registered with the New Jersey Real Estate Commission. 

3.  Links from Our Web Site.  The links in this Web Site may let you leave the Web Site.  The linked sites may not be under our control, and the content available on the Internet sites linked to this Web Site may not necessarily reflect our opinion.  We are providing these links to other Internet sites as a convenience to you, and access to any other Internet sites linked to this Web Site is at your own risk.  We make no representations as to the veracity or reliability of the information or services provided in any linked site.

4.  Monitoring.  THE CLEARINGHOUSE shall have the right in its sole discretion to edit or remove information, and/or refuse to grant access to the Web Site at any time without notice.  All Property listings on the Web Site are subject to change, rescission, removal or prior sale at any time. 

5.  Intellectual Property.  Except as may be otherwise indicated, all Web Site materials, including but not limited to design, text, graphics, other files, trademarks, logos, and the selection and arrangement thereof, are the property of THE CLEARINGHOUSE and/or its suppliers, all rights reserved, and are protected by U.S. and international copyright laws.  You may electronically copy and print hard-copy excerpts of this Web Site only for non-commercial personal use, or non-commercial use within the organization that employs you, provided that the materials are not modified and all copyright or proprietary notices are retained.  Any other use of the materials in this Web Site -- including any commercial use, reproduction for purposes other than as described above, modification, distribution, republication, display or performance -- without the prior written permission of THE CLEARINGHOUSE is strictly prohibited.

6.  Disclaimer of Warranty; Limitation of Liability.

A.  YOU EXPRESSLY AGREE THAT USE OF THE WEB SITE IS AT YOUR SOLE RISK.  NEITHER THE CLEARINGHOUSE , ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT THE WEB SITE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE WEB SITE.  THE CLEARINGHOUSE DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO THE ACCURACY, RELIABILITY OR COMPLETENESS OF ANY SERVICE, PRODUCT, TEXT, GRAPHICS, TOOLS, LINKS OR OTHER ITEMS LOCATED ON OR AVAILABLE THROUGH THE WEB SITE, OR WITH RESPECT TO THE SUITABILITY, FEASIBILITY, MERCHANTABILITY, TITLE OR CONDITION OF ANY PROPERTY LISTED ON THE WEB SITE.  WE MAKE NO REPRESENTATIONS AS TO THE ACCURACY, TIMELINESS OR COMPLETENESS OF ANY INFORMATION POSTED ON THE WEB SITE, OR THAT THE INFORMATION DOES NOT OMIT TO STATE ANY FACT THAT IS NECESSARY TO MAKE ANY OTHER STATEMENTS, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH SUCH STATEMENT WAS MADE, NOT MATERIALLY INCORRECT.  IN USING THIS WEB SITE, YOU AGREE THAT THE INFORMATION AND SERVICES CONTAINED THEREIN ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.  ADDITIONALLY, WE DISCLAIM ANY WARRANTIES THAT THE INFORMATION, CONTENT, MATERIALS, SERVICES OR PRODUCTS INCLUDED OR ADVERTISED ON THE WEB SITE WILL BE AS REPRESENTED, AVAILABLE FOR SALE AT THE TIME OF ADVERTISEMENT, LAWFUL TO SELL, OR THAT SELLERS OR BUYERS WILL PERFORM AS PROMISED, OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

B.  IN NO EVENT WILL THE CLEARINGHOUSE, OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING THE WEB SITE OR THE CONTENT INCLUDED THEREIN, BE LIABLE IN CONTRACT, IN TORT (INCLUDING FOR ITS OWN NEGLIGENCE) OR UNDER ANY OTHER LEGAL THEORY (INCLUDING STRICT LIABILITY) FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES, LOSS OF USE OR SIMILAR ECONOMIC LOSS, ARISING OUT OF THE USE OF OR INABILITY TO USE THE WEB SITE.  YOU HEREBY ACKNOWLEDGE THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL USE OF AND CONTENT ON THE WEB SITE.  APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, IN WHICH EVENT THE ABOVE LIMITATION OR EXCLUSION MAY NOT BE APPLICABLE.  IN NO EVENT SHALL THE CLEARINGHOUSE’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING ITS OWN NEGLIGENCE) OR UNDER ANY OTHER LEGAL THEORY (INCLUDING STRICT LIABILITY) EXCEED THE AMOUNT PAID BY YOU TO THE CLEARINGHOUSE, IF ANY, FOR ACCESSING AND/OR USING THIS WEB SITE.

7.  Indemnification.  YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE CLEARINGHOUSE AND ITS AFFILIATES, THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, DEMANDS, DAMAGES, COSTS, LIABILITIES, LOSSES AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND COSTS OF INVESTIGATION) ARISING OUT OF YOUR USE OF THE WEB SITE IN VIOLATION HEREOF OR ANY APPLICABLE LAW, STATUTE, ORDINANCE OR REGULATION.

8.  Changed Terms. THE CLEARINGHOUSE has the right at any time to change or modify these Terms of Use, or any part thereof, or to impose new conditions.  Such changes, modifications, additions or deletions shall be effective immediately upon notice thereof, which may be given by any means including, without limitation, posting on the Web Site, or by electronic or conventional mail.  Any use of the Web Site by you after such notice shall be deemed to constitute acceptance of such changes, modifications, additions or deletions.