This Membership Agreement (the “Agreement”) is made and entered into on the Effective Date by and between the above Member and PPDM, Professional Petroleum Data Management Association (“PPDM”).
Admission as a Member
Upon execution of this Agreement and payment of Membership Fees the Member shall become a member of PPDM and subject to the Members’ compliance with the terms of this Agreement and payment of all amounts due, the Member shall be entitled to all benefits and privileges of membership in accordance with the Membership Category as described in the bylaws of PPDM (http://www.ppdm.org/about/board/index.html) (the “Bylaws”) and as otherwise specified by PPDM from time to time.
Membership Categories
Individuals, partnerships, corporations, associations, governmental bodies, agencies or other entities may apply for membership with PPDM. There are 2 classes of membership: voting and associate. The classes are described as follows:
| Characteristics | Voting (Company) | Associate (Individual) |
|---|---|---|
| Board of Directors | Yes | No |
| Vote: elections and AGM | Yes | No |
| Approved standards | Yes | Yes |
| Interim standards | Yes | Yes |
| Access resources | Yes | Yes |
| Committee membership | Yes | Yes |
Honorary Member. Individuals may be designated by the PPDM Board of Directors as honorary members in recognition of services rendered by the individual toward the progress and development of the objects of PPDM.
Associate Member. Associate Members have limited rights, as defined in the Bylaws and are not entitled to vote or hold a position on the PPDM Board of Directors. Associate membership is restricted to individuals.
Voting Member. Voting Members have equal rights under the Bylaws. Voting membership is restricted to corporations. A corporation may designate its subsidiary companies or organizations access to the membership. “Subsidiary” means any corporation, partnership, organization or other entity that is controlled directly or indirectly by the Member. An entity is controlled by a Member if the Member holds greater than 50% of the voting securities or other voting and participating interests in the subsidiary. The fee category for a corporate membership is determined by the aggregate sum of the annual gross revenues for all named subsidiaries. Voting rights can be assigned to any one of the named subsidiaries.
Contributing Member. Contributing Members are not entitled to vote or hold a position on the PPDM Board of Directors. Individuals or corporations may be contributing members. Contributing members are designated by the PPDM Board of Directors.
Membership Fees
General. All Members are required to make payment of annual membership fees (“Membership Fees”) which are assessed by PPDM annually in accordance with the Bylaws. Membership Fees include the Member’s membership for one year being PPDM’s fiscal year, August 1 to July 31. Renewal membership fees are due on the first day of PPDM’s fiscal year (August 1).
Calculation of Membership Fees.
Corporate Membership Fees are based on the Annual Gross Revenue of the Member as of the end of the Member’s most recent completed fiscal year as described below at the applicable rate.
Annual Gross Revenue. Annual Gross Revenue is the gross revenue ($USD) in the applicant’s prior fiscal year. Government agencies or other organizations without oil/gas sector revenue will use annual expenses instead. If the Member is a partnership then the revenue related to the oil/gas sector applies.
The corporation represents that it has accurately disclosed its annual Gross Revenue for the relevant year on the PPDM Membership Agreement, attached. The Canadian and US fee schedules are attached at Appendix “B”.
Individual Membership Fees are determined annually by PPDM, which fees are set out at Appendix “B” for the current fiscal year. Individual Membership Fees may be paid online at www.ppdm.org.
Payment of Fees and Interest. Membership Fees are payable in Canadian or US Dollars, as applicable, and are due at the time of execution of this Agreement. Membership Fees are determined as of the Effective Date of this Agreement and for membership renewals on the date of the invoice.
Interest is applicable to all Membership Fees outstanding after September 1 of the new fiscal year at a rate of 1.5% per month.
Membership Fees may be paid by cheque, bank transfer or credit card online at www.ppdm.org. The terms and conditions of the online transactions shall apply.
PPDM Governance and Member Compliance
The Member agrees at all times to comply with all provisions of the Bylaws and policies of the PPDM in force and effect from time to time. The PPDM agrees to publish on its website the relevant Bylaws and policies.
Termination
The Member acknowledges that (i) any material breach of this Agreement; (ii) failure of the Member to comply with the Bylaws; (iii) failure to pay Membership Fees; and (iv) failure to renew the Member’s membership shall constitute grounds for termination of its membership in PPDM. This Agreement shall automatically terminate upon the termination of the Member’s membership in PPDM.
Acknowledgments
Compliance. The Member agrees at all times to comply with the provisions of the applicable Bylaws and policies, and to all laws, rules, regulations and orders of any governmental body applicable to its membership in PPDM and activities hereunder.
Name. The Member acknowledges and understands that PPDM may, from time to time, use the names and trademarks of the Member in publications and other communications distributed publicly, and the Member hereby consents to the use of its name and trademarks solely to identify the Member as a member of PPDM in any such publication or communication.
Intellectual Property. The Member assigns non-exclusive rights to any proprietary interest or intellectual property interest it may have in its contribution to PPDM as set out in the Bylaws. The Member acknowledges that all intellectual property including all copyrights, trademarks, patents and trade name rights are the property of and belong solely to PPDM, subject to the provisions of the License Agreement attached at Appendix “A”.
License Agreement. The Member acknowledges that it has read, understands and agrees to the License Agreement attached as Appendix “A” to this Agreement. The License Agreement shall form part of this Agreement.
Liability and Indemnity. PPDM shall have no liability of any nature and kind to the Member for any use made by the Member of any PPDM standards, models or other products, which use is at the sole risk, expense, and liability of the Member. The Member shall indemnify and hold PPDM harmless from and against any liability, damage, claim, action or judgment arising from the Member’s failure to so comply.
Website Access. The Member shall not permit, allow or do anything that would infringe or otherwise prejudice or compromise the proprietary rights of PPDM or allow any third party access to PPDM’s website. PPDM Website means www.ppdm.org or such other domains as modified from time to time by PPDM. The Member shall at all times protect its password for access to the PPDM website. If the Member’s password is lost or stolen, the Member shall immediately notify PPDM by telephone or in writing. PPDM reserves the right to change passwords at any time, subject to providing prior notice to the Member.
Notices. All notices required under this Agreement must be in writing to the PPDM and to the Member at the most recent contact information in the PPDM’s record and shall be delivered by mail, facsimile (fax) or electronic mail (email). Notice shall be deemed to be received on the date it was sent by fax or email.
Counterparts. This Agreement may be executed in as many counterparts as are necessary or convenient, and all of the counterparts together shall constitute this Agreement.
Authority. In respect of Corporate Members, the designated representative and signing party is the authorized representative of the corporation, partnership, government body or agency as applicable.
General Provisions
Governing Law. The Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada as applicable.
Assignment and Successors. The Member shall not assign this Agreement without the prior written consent of PPDM, which consent may be reasonably withheld. This Agreement shall enure to the benefit of and be binding on the parties and their respective heirs, executors, administrators, legal representatives, successors and permitted assigns.
This Non-Membership Agreement (the “Agreement”) is made between PPDM and the Non-Member and entered into on the Effective Date.
Whereas:
In consideration of the mutual covenants and agreements contained herein, PPDM and the Non-Member agree as follows:
