Midwest Oil Gas Terms

The following Terms of Use, as amended from time to time (the "Terms and Conditions"), explain the contractual agreement between you and Midwest Oil Gas Inc., Inc. ("us", "we" or "Midwest Oil Gas Inc.") regarding your use of our web site (the "Web Site") and our facilitation of your activities and transactions conducted through the Web Site or through other interaction with us (the "Services").

GENERAL TERMS

Acceptance of Terms.
All users of the Web Site and our Services are required to accept and comply with these Terms of Use. The Web Site is a venue for providers and owners ("Sellers") of services and unused, used, and surplus material and equipment ("Assets") and potential purchasers ("Buyers") of such Assets to exchange Information, and to facilitate an electronic marketplace for the Assets. Non-conformance with these Terms of Use may result in the termination of your registration with and your right to use Midwest Oil Gas Inc's Services or Web Site.
By registering to use or using this Web Site, or invoicing from Midwest Oil Gas Inc. you agree and ratify that you accept all of the terms and conditions of these Terms of Use. If you do not accept all of the terms and conditions of these Terms of Use, then you are not authorized to use any of the services of Midwest Oil Gas Inc.

Terms and Policies

Eligibility.
The Services are available only to duly organized businesses that are in good standing under applicable state laws. The Services are limited to those officers or agents who are authorized to form legally binding contracts under applicable law on behalf of a business, and are not available for consumer use. Midwest Oil Gas Inc. assumes that the individual that reads and determines whether to accept these Terms of Use is an authorized officer or agent acting in such capacity on behalf of the business he or she represents. All references to the term "you" in these Terms of Use refer both to the individual user and the business that the user represents. Midwest Oil Gas Inc. may refuse the Services to anyone or any entity at any time, in our sole discretion.

Buyer Process.
Private sales that are managed by Midwest Oil Gas Inc., as agent for Sellers, are posted in the equipment catalog and/or other areas of the Web Site

Buyers' Duty to Inspect Lot.
Midwest Oil Gas Inc. will post the listings for sale on the Web Site. Each Listing will include the location of the Asset for Sale. All items are listed as accurately as possible; however, all descriptions and representations of items on the Web Site serve as merely a guide, subject to change. Neither Midwest Oil Gas Inc., the Sellers, nor any third party making claims as to the description of items on the website, shall be liable for any errors on the Web Site. All items will be sold 'AS IS, WHERE IS, WITH ALL FAULTS' and without guarantee or warranty of any kind. Buyers are solely responsible for the inspection of all items, and accept such items with any faults or defects.

Seller Process.
Upon receipt of a signed contract, Midwest Oil Gas Inc. will post the information about the equipment in the equipment catalog and/or other parts of the website. Midwest Oil Gas Inc. reserves the right to list equipment without a signed agreement contract, inform of electronic mail as well. Each Seller is solely responsible for checking the Web Site to ensure the information in their listing is correct. Sellers are legally bound by the contract signed at the time of listing the equipment. No equipment shall be listed without a contract or seller’s/ owner’s agreement.

Fees.
When users list an item, users have an opportunity to review and accept the fees that users will be charged for the use of our third-party listing services. We may in our sole discretion change some or all of our services at any time. In the event we introduce a new service, the fees for that service are effective at the launch of the service. Unless otherwise stated, all fees are quoted in U.S. Dollars. Users are responsible for paying all fees associated with using our service and our website and all applicable taxes.

Terms and policies for sale of Drilling Rigs products. Midwest oil and gas terms and policy.

RIGHT TO TERMINATE

A. Midwest Oil Gas Inc. Right to Terminate.
Midwest Oil Gas Inc. reserves the right in its sole discretion to refuse the Services to any user at any time. Further, Midwest Oil Gas Inc. reserves the right to terminate the listing of any Asset at any time with no liability to the Seller or prospective Buyer of such Asset.
WE MAY IMMEDIATELY ISSUE A WARNING, TEMPORARILY SUSPEND, OR TERMINATE YOUR USE AND/OR ACCESS TO THE WEB SITE OR THE SERVICES, AND ANY OF YOUR CURRENT LISTINGS, AND ANY OTHER INFORMATION YOU PLACE ON THE WEB SITE IF YOU BREACH THESE TERMS OF USE OR IF WE ARE UNABLE TO VERIFY OR AUTHENTICATE ANY INFORMATION YOU PROVIDE TO US.

B. Your Right to Terminate.
You may terminate these Terms of Use upon 30 days notice to Midwest Oil Gas Inc.; provided, however, that such termination will not relieve you of any obligations occurring prior to such termination, and immediately upon such termination, you will no longer be authorized to use the Services

Indemnification.
YOU WILL INDEMNIFY, DEFEND, AND HOLD HARMLESS MIDWEST OIL GAS INC. AND ITS EMPLOYEES, AGENTS, SUCCESSORS, OFFICERS, DIRECTORS AND ASSIGNS, FROM AND AGAINST ANY SUITS, LOSSES, CLAIMS, DEMANDS, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEY AND ACCOUNTING FEES) ARISING OUT OF OR RELATING TO ANY CLAIM OR ACTION BASED UPON (A) YOUR BREACH OF THESE TERMS OF USE; OR (B) YOUR SALE, DELIVERY, PURCHASE OR USE OF ANY ASSET; PROVIDED THAT MIDWEST OIL GAS INC.: (I) PROVIDES YOU WITH PROMPT WRITTEN NOTICE OF SUCH CLAIM; (II) PERMITS YOU TO CONTROL THE DEFENSE AND SETTLEMENT OF SUCH CLAIM; AND (III) DOES NOT ENTER INTO ANY SETTLEMENT OR COMPROMISE OF ANY SUCH CLAIM.

LIMITATIONS OF Midwest Oil Gas Inc's LIABILITY

A. Disclaimers.
YOU AGREE YOUR USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK. THE SERVICES ARE PROVIDED, "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY FOR THE INFORMATION, SERVICES, UNINTERRUPTED ACCESS, OR ASSETS PURCHASED THROUGH OR IN CONNECTION WITH THE SERVICES, INCLUDING WITHOUT LIMITATION INFORMATION ON ASSETS PURCHASED OR SOLD OR INTENDED TO BE PURCHASED OR SOLD BY ANY BUYER OR SELLER BASED, IN ANY PART, ON INFORMATION OBTAINED THROUGH THE SERVICES. ALL SALES AND INVOICING ARE FINAL, NO REFUNDS.
SPECIFICALLY, Midwest Oil Gas Inc. DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING WITHOUT LIMITATION: 1) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, OR CONTENT OF THE INFORMATION, ASSETS, OR THE SERVICES; 2) ANY WARRANTIES OF TITLE OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, 3) ANY WARRANTIES CONCERNING THE ABILITY OF A USER TO PROVIDE OR DELIVER ANY PRODUCT, SERVICE OR ASSET OR TO PAY A USER FOR ANY PRODUCT, SERVICE OR ASSET, AND 4) ANY WARRANTIES OF CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO Midwest Oil Gas Inc's SERVICES.
THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF ANY ASSET, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. THIS INCLUDES NO REFUNDS OF TRANSACTIONS, INVOICES, OR DOWNPAYMENTS OF EQUIPMENT OR SERVICES.

Midwest Oil Gas Inc. is committed to protecting the privacy of the users of the Web Site. However, Midwest Oil Gas Inc. cannot guarantee the security of any information you disclose online, and you assume sole and complete risk for using this Web Site. Midwest Oil Gas Inc. is not responsible for the security of any information transmitted via the Internet or any error or delay in transmitting any information over the Internet, including limitations as to authentication and privacy protection measures. You further acknowledge that data or information provided to or by the Web Site may be subject to eavesdropping, sniffing, spoofing, forgery, spamming, "impostering", tampering, breaking passwords, harassment, fraud, electronic trespassing, hacking, nuking, system contamination (including, without limitation, viruses, worms, and Trojan horses) causing unauthorized, damaging or harmful access and/or retrieval of information and data on your computer, may be subject to other security or privacy hazards or may not reach its destination or may reach an erroneous address or recipient.

B. Limitation of Liability.
Our Web Site serves as a venue for Sellers to list and sell Assets and for Buyers to bid for and enter contracts to purchase Assets listed by Sellers. Midwest Oil Gas Inc's role in any transaction is limited to providing the services described in the preceding sentence and it is not involved in the actual transaction between Buyers and Sellers. As a result, Midwest Oil Gas Inc. has no control over the quality, safety or legality of the Assets advertised, the truth or accuracy of the listings or other related content, and the ability of Sellers to sell Assets or the ability of Buyers to buy Assets. We cannot and do not control whether Sellers will complete the sale of Assets they offer or whether Buyers will complete the purchase of Assets for which they have bid.
Because we do not and cannot control the actions of users of the Web Site, in the event that you have a dispute with one or more users, you release Midwest Oil Gas Inc. and its employees, agents, successors, officers, directors, assigns and affiliates (collectively, the "Midwest Oil Gas Inc. Affiliates") from any and all claims, demands and damages (actual, consequential and punitive) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. You waive the provisions of any state law limiting or prohibiting a general release. IF YOU ARE A CALIFORNIA RESIDENT, YOU EXPRESSLY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES THAT: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THIS RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
IN NO EVENT WILL Midwest Oil Gas Inc. OR THE Midwest Oil Gas Inc.’s AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO, LOST PROFITS, LOST GOODWILL, OR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES). IN NO EVENT WILL Midwest Oil Gas Inc's LIABILITY AND THE LIABILITY OF THE Midwest Oil Gas Inc. AFFILIATES, ARISING OUT OF OR RELATING TO THESE TERMS OF USE, THE SERVICES OR YOUR USE THEREOF, HOWEVER ARISING, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE AND/OR GROSS NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EXCEED THE GREATER OF (1) ONE THOUSAND DOLLARS ($1,000) , OR(2) THE TRANSACTION FEE ASSOCIATED WITH THE TRANSACTION IN QUESTION, REGARDLESS OF WHETHER Midwest Oil Gas Inc. OR THE Midwest Oil Gas Inc. AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY. THESE LIMITATIONS APPLY TO ANY THIRD-PARTY CLAIMS AGAINST BUYER OR SELLER. SOME STATES LIMIT DISCLAIMERS OF CERTAIN LIABILITIES, SO CERTAIN OF THESE LIMITATIONS MAY NOT APPLY TO YOU.