Technology Adoption Program (TAP)

Terms (Agreeable)

Member Agreement

Welcome to Petrotranz Partners (TAP), before you can start using this service, you must read and agree to the Terms of Use and Privacy Policy, including any future amendments.

Terms of Use

1. Overview

Technology Adoption Program (TAP) Purpose

Petrotranz Inc. (“Petrotranz”) is a technology company that builds, deploys and manages secure web-based industry solutions that automate and improve manual or inefficient processes in the energy industry.  The Technology Adoption Program (TAP) is a certification and engagement framework that recognizes you as a TAP Certified Partner (a “Partner”) of Petrotranz and permits you access to the Petrotranz industry standardized XML schemas (as such schemas may be modified and updated from time to time, the “Schemas”) and related web-service documentation.  In signing this Agreement, you agree to join the program and become a Partner.  As a Partner, you will have the benefit of access to all of the Petrotranz Documentation (as defined below), Schemas and the opportunity to participate and work collaboratively with Petrotranz in the development of new and/or enhanced Petrotranz proprietary platform Schemas and integration points and other Developments (as defined below) for Petrotranz, the result of which a Partner will be recognized for their contributions and achievements.

Petrotranz Data Exchange (PDX) Overview

Petrotranz launched the Petrotranz Data Exchange (PDX) in January 2014.  PDX is a secure, web-based data exchange that makes information available in an electronic format between relevant stakeholders (Facility Operators, Shipper Marketers and Producer Operators).

PDX leverages the existing Petrotranz platform, which provides existing portals (Facility Operator, Shipper and Producer), industry databases, role-based security, business rules, workflow, document management and an integration layer for system-to-system data exchange.

No Partnership Created

Notwithstanding the designation of a participant in the TAP as a “Partner”, nothing contained in this Agreement shall be construed as creating a partnership or similar association of any kind or as imposing upon either Petrotranz or the Partner any partnership duty, obligation or liability to the other.

2. TAP Certification Partner Expectations

Costs

Petrotranz is responsible for all costs related to the development of the Schemas as well as any publishing (import) or consumption (export) services required for the XML data sets to flow in and out of the Petrotranz platform.

The Partner will be responsible for any costs associated with the integration of their internal systems to the Petrotranz Web Service offerings.

Documentation

Petrotranz will provide access to a collection of sample documents and process documents (the “Petrotranz Documentation”) for the Partner.  Petrotranz reserves the right to use any new documentation or process created in collaboration with a Partner for product, user guides and/or marketing purposes, which right shall survive termination of this TAP Certification Agreement (the “Agreement”) for any reason.

Marketing Events & Materials

Although not a requirement for TAP certification, the Partner may, at its option, grant Petrotranz the necessary rights to use the Partner’s name and logo for marketing activities relating to the TAP.  Examples of marketing activities include, but are not limited to, case studies, press releases, recognition as a Petrotranz TAP Partner on the Petrotranz public website and/or participation in a launch event.

Petrotranz agrees that it will not, nor will its representatives, without prior written consent of the Partner in each instance:

  1. Use in advertising, publicity or otherwise the name of the Partner or the names of any representative of the Partner or any of its affiliates or any trade name, trade mark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof owned by the Partner or any of its affiliates; or
  2. represent directly or indirectly, that any product or any service provided by Petrotranz has been approved or endorsed by the Partner or any of its affiliates or a representative of the Partner.

Withdrawal from TAP

The Partner may elect to withdraw from the program and terminate this Agreement, and Petrotranz may elect to remove the Partner from the program and terminate this Agreement, with 15 days written notice.  If this Agreement is terminated by either the Partner or Petrotranz, then, except as otherwise expressly provided in this Agreement, both parties’ rights and responsibilities with respect to the Partner’s participation in the TAP and under this Agreement will terminate as of the effective date of termination.

TAP Registration

To be included as a Partner and to therefore receive the base benefits of the TAP, you must have this Agreement executed by an appropriate signing authority.   Once executed and approved by Petrotranz, you will receive recognition in the program, will receive access to all Petrotranz Documentation and Schemas, and will be included in all program related communications and events going forward.

TAP Certification Levels

There are three separate categories of Partner within the TAP

  • TAP Vendor Partner
  • TAP Industry Stakeholder Partner
  • TAP Government & Agency Partner

Within each category, there are levels of recognition that can be achieved depending on the amount of successful integrations recognized and reviewed by Petrotranz. These levels and the requirements and benefits associated with each level are identified once you have become a registered Partner within the TAP, in the manner described in the TAP Registration section above.

Partner Commitments

Upon becoming a Partner, Petrotranz requests that the Partner immediately identify a key contact or Project Manager who will be responsible for coordinating work under the TAP, including the facilitation of access to information and other personnel where required.

Petrotranz further requests that the Partner identify a key technical contact, whether they be a direct employee of the Partner or an outside resource as further identified by the Partner. The technical contact will be responsible for coordinating any technical capabilities required to enable the Partner to participate most effectively in the program.

The Partner is expected to attend any planned TAP meetings and events on a best efforts basis.

The Partner is expected to review all integration points with Petrotranz on at least an annual basis in order to maintain their achieved TAP certification level and benefits.

Partner Options

The Partner shall have the option to contribute sample information and documents relating to new integration initiatives.  A Partner who has achieved the lowest or higher achievement level, as indicated in the TAP Certification Levels section above, within their respective Partner category, shall have the opportunity to collaborate on and test new integration initiatives as they are designed and developed.

Previous Agreements

Where there is a conflict in the terms and conditions specified in the Technology Adoption Program (TAP) Certification Agreement and agreements previously executed between Petrotranz and the Partner including but not limited to; the Products and Services Master Agreement, the Petrotranz End User License Agreement (EULA) for COTS, LTS and/or PDX or the Non-Disclosure Agreement, the terms and conditions specified in the original agreements shall take precedence.

Government Participation

Government departments (including any specific agency or other entity of a government), agree that any technology or services provided in any particular program are for the sole use and benefit of the government, not any individual government employee. As there may be legal restrictions for Government departments to have the ability to provide or participate in related program requirements, Petrotranz agrees to negotiate in good faith an amendment to conform specific program requirements related to the Government departments legal requirements.

Confidentiality

“Confidential Information” means non-public information that Petrotranz, the Partner or one of either party’s affiliates designates as being confidential or which, under the circumstances surrounding disclosure, ought to be treated as confidential.  Both Petrotranz and the Partner shall refrain from disclosing any Confidential Information of the other from the time of disclosure until two years following the termination of this Agreement; provided, however, that Confidential Information may be disclosed in accordance with a judicial or other governmental order, if the receiving party either:  (a) gives reasonable notice of such disclosure to allow the other party a reasonable opportunity to seek a protective order or its equivalent; or (b) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation.  If the Partner is a government entity subject to public records laws, Petrotranz and the Partner agree that any Petrotranz technology made available to the Partner under this Agreement constitutes Confidential Information and, more specifically, trade secret information or similarly-designated information exempt from disclosure to the maximum extent permitted under public records law.  The covenants and agreements of Petrotranz and the Partner under this section shall survive termination of this Agreement for any reason.

Terms of Use and Ownership

Except as otherwise expressly set forth in this Agreement, all ownership, intellectual property and other similar proprietary rights of Petrotranz in and to the Schemas are exclusively reserved.   Any unauthorized use or any reproduction, modification or distribution of the Petrotranz Schemas, without the express written consent of Petrotranz is strictly prohibited

Notwithstanding the foregoing, in the event the Partner makes any modifications, additions or improvements to any of the Petrotranz Schemas, or develops any products, services, technology or other intellectual property based on or substantially derived from any of the Petrotranz Schemas, alone or jointly with others (collectively, “Developments”), the Partner will promptly disclose the development thereof to Petrotranz and agrees that all such Developments will be the sole property of Petrotranz.

Petrotranz acknowledges that any intellectual property developed by the Partner for the purpose of using the Schemas, or for such other purposes, and not based on or substantially derived from the intellectual property of Petrotranz shall belong to the Partner.  Petrotranz will cooperate and assist Partner, at the expense of Partner, to obtain and maintain for the benefit of Partner all forms of intellectual property protection in any such Developments in any and all jurisdictions selected by Partner, all of which intellectual property rights shall belong to Partner.

The Schemas are provided in XSD format. It is acknowledged by the Partner that each individual Schema may have usage restrictions (“Usage Restrictions”) as defined and outlined by that individual Schema. Petrotranz may have trademarks, copyrights or other intellectual property rights covering subject matter in the Schemas.  Petrotranz does not make any representation or warranty regarding the Schemas.  The Schemas are provided to the Partner on an AS IS basis.

INDEMNITY

Petrotranz shall be liable to the Partner, its affiliates and their respective directors, officers, employees, agents, representatives, guests and invitees (in the remainder of this clause referred to as “Indemnified Parties”) for, and, in addition, shall protect, defend, indemnify and save the Indemnified Parties harmless from, all losses, costs, damages and legal and other expenses of whatsoever nature which the Indemnified Parties, or any of them, may suffer, sustain, pay or incur by reason of any matter or thing arising out of or in any way attributable to:

  • the breach of any representation, warranty or covenant contained in this Agreement by Petrotranz;
  • the negligent acts or omissions, or willful misconduct, of Petrotranz in the performance or nonperformance of the services hereunder;
  • any third party liability related to the actions, or failure to act, of Petrotranz in respect of Petrotranz’s obligations under this Agreement;
  • the unauthorized disclosure or use of the confidential information by Petrotranz or by anyone to whom Petrotranz transmits the confidential information;
  • any actual or alleged infringement, misappropriation, misuse or violation of any third party’s Intellectual Property Rights resulting from the performance of the services by Petrotranz;
  • or the violation of any applicable laws or governmental regulations.

Limited Liability

Petrotranz’s liability for any claim concerning its performance or non-performance pursuant to, or in any way relating to, the subject matter of this Agreement, regardless of the form of action, whether in contract or in tort, including negligence or strict liability, shall be limited to the lesser of amounts paid by the Company, if anything, to Petrotranz on account of the license of the Software in the previous 3 months or $10,000.00.

 

The Agreement

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