Conditions of Access

I acknowledge that I am being granted access to this workspace in order to review certain, proprietary information of Santa Fe Energy, LLC, SFE Management Services, LLC, SFE Fund I, LP, SFE Fund II, LP, and their respective affiliates (the “Company”) related to certain oil and gas interests (the “Interests”). 

I understand that my access to this workspace is subject to the following terms and conditions, and by clicking “agree” and accessing this workspace, I acknowledge and agree to the following terms and conditions:

1. All of the information contained on this workspace is strictly confidential (such information, the “Confidential Information”), the improper use or disclosure of which could have a material adverse effect upon the Company.

2. I acknowledge and agree that any and all Confidential Information shall be used solely for the limited purposes of inquiry and review related to the evaluation of potential transactions with the Company. I shall not, without the prior written consent of the Company, disclose, directly or indirectly, or use for any purpose other than the evaluation of such transactions, any Confidential Information. 

3. I understand that the Confidential Information is intended for individual use only.  I will not attempt to download, scan, copy, print or otherwise capture any of the Confidential Information, except that I may print information for which the print capability has been enabled by this workspace.  If I download, scan, copy, print or otherwise capture information on this workspace, all copies of such documents will be deleted or destroyed by me if I decide to stop working with the Company or do not correspond with the Company related to the information contained herein for a period of thirty (30) consecutive calendar days.

4. Confidential Information on this workspace is the property of the Company, its parents, subsidiaries, and licensors, and is protected from unauthorized copying and dissemination by U.S. Copyright law, trademark law, international conventions, and other intellectual property laws. Nothing contained on this workspace should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the workspace or any content on this workspace, through the use of framing or otherwise, without the prior written consent of the Company or such third party that may own the trademark or copyright of material displayed on this workspace.

5. I acknowledge that copying or downloading content from this workspace does not transfer title to any content on this workspace to me. This is the grant of a limited, non-exclusive, non-transferable personal license (not a transfer of title) which the Company reserves the right to revoke or suspend at any time, with or without cause and under this license I may not: 

1. 1. modify, copy, reproduce, divulge or take screen shots of the content on this workspace in any format for any purpose other than as expressly permitted under these terms and conditions;

5. 2. attempt to decompile, circumvent, decrypt, reverse engineer or otherwise alter or interfere with this workspace or any software contained on this workspace, including by introducing viruses or other material which is malicious or technologically harmful; 

5. 3. use the workspace in any way that is unlawful or fraudulent; 

5. 4. remove any copyright or other proprietary notations from the content on this workspace; or

5. 5. disclose, publish, distribute, forward, transmit, make available or transfer any of the content on this workspace to any third party at any time, in whole or in part, for any reason, or “mirror” the content on this workspace on any other server.

6. Confidential Information on this workspace has been prepared to assist prospective Buyers with the review and evaluation of buying mineral interests on behalf of the Company.  I acknowledge that the Company makes no representation or warranty with respect to the information on this workspace as being all-inclusive or to contain all information that may be desirable or required in connection with my evaluation of Confidential Information.  

7. I understand that the Company (a) is not making any representations or warranties, express or implied, as to the accuracy or completeness of the Confidential Information, and (b) will not have any liability with respect to any use or reliance upon any such information.  None of the Company or any of its directors, officers, employees, members, partners, shareholders, advisors, agents, consultants or representatives accepts any liability or responsibility in connection with the Confidential Information. 

8. Access to this workspace may be password protected.  Passwords should be kept strictly confidential and should not be shared with any other person. The Company reserves the right to terminate at any time any user’s access to this workspace. I agree not to circumvent any of the security features of this workspace and will not enable or allow others to access the site using my authorization. 

9. I acknowledge that the Company may modify the terms of this agreement or any of the policies or guidelines governing access to or use of this workspace, at any time and in its sole discretion, by posting a modified agreement on this workspace. My continued access to and use of this workspace indicates my full acceptance of this agreement in its then-current form each time I access or otherwise use this workspace.

10. In the event that the person accessing this workspace is an attorney, accountant, consultant or other advisor of mine (an “Representative”), such Representative hereby represents and warrants that (a) such Representative is accessing this workspace for the sole purpose of assisting me in connection with my evaluation of work on behalf of the Company, and for no other purpose.

11. I acknowledge that my access to this workspace is subject to revocation by the Company at any time without reason and without notice.  I will promptly notify the Company if, to my knowledge, any person (including any Representative) that has been authorized to enter this workspace on behalf of me who I am associated with or acting on behalf of is no longer associated with me.  If at any time I become aware of any unauthorized distribution or use of the Confidential Information, I understand and acknowledge my responsibility to disclose the details of such event to the Company as soon as practicable.

12. I acknowledge that information regarding how a user accesses this workspace may be automatically collected through the use of cookies. This information is used to improve the performance of this workspace and is not shared with other organizations, but the Company reserves the right to disclose any such information when required by a valid subpoena or court order, or as otherwise required by law. If I continue without changing my cookie settings, I am deemed to have consented to the use of cookies on this workspace. I may change my cookie settings at any time by adjusting the cookie settings in my individual browser. If I do so, I may not be able to access certain parts of this workspace.

13. TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, THE COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, BUSINESS INTERRUPTION OR LOSS OF PROFITS, REVENUE, DATA, GOODWILL OR USE) INCURRED BY ME, WITHOUT REGARD TO THE FORM OF ACTION AND WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH (A) ACCESS TO, PERFORMANCE OF, BROWSING IN OR LINKING TO OTHER WEBSITES FROM THIS WORKSPACE, (B) RELIANCE ON ANY CONFIDENTIAL INFORMATION, (C) ANY ERROR, FAULT, COMPUTER VIRUS, HACKING OR OTHER PHENOMENON AFFECTING DATA OR THE TRANSMISSION OF DATA ON THIS WORKSPACE, OR (D) USE OF THIS WORKSPACE IN ANY WAY, WHETHER OR NOT (IN EACH CASE) THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

14. I acknowledge that the contents on this workspace constitute confidential and proprietary information and trade secrets of the Company and disclosure of any of the contents on this workspace would cause substantial, irreparable harm to them, and monetary damages would not be a sufficient remedy for any such disclosure. Accordingly, the Company shall be entitled to immediate injunctive relief, specific performance, and any other equitable remedies available at law, without the necessity of proving actual damages or posting a bond.

15. This agreement is personal, non-assignable and nontransferable by me, and is governed by the internal laws of the State of Texas. 

16. Any controversy or claim arising out of or relating to this Agreement, or the breach hereof, shall be settled by arbitration in Dallas County, Texas pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The prevailing party in any arbitration or legal proceeding arising out of or related to this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs.

17. The obligations contained herein shall survive the termination of access to this workspace for a period of five (5) years, or indefinitely for trade secrets, unless otherwise agreed in writing by the Company.