TERMS OF SERVICE

1. Application and acceptance of the Terms (of Use and Services)

Please read these terms and conditions carefully. Pay attention to the provisions that exclude or limit liability, as well as the terms of dispute resolution, applicable law and jurisdiction. This agreement applies to OIL AMERICA, INC., its subsidiaries, affiliates, partners, associates, joint ventures, subordinates, employees, suppliers, etc., in their relationship with the Users of the Website owned by them.www.oilamericainc.com, regarding transactions arising online through the aforementioned Site, but is supplementary regarding transactions carried out by other non-digital or online means, between Oil America, Inc., and its clients.

(Note: This Transaction Services Agreement applies to any person who enters, browses or links to our website called www.oilamericainc.com, whether this is a consumer, user or potential client from anywhere in the world. It is understood that the User, consumer or client must be a person of legal age or an emancipated minor with legal capacity to contract, since Oil America, Inc. does not allow minors to register on the Website or access it if they do not have the approval of their parents, responsible adults and/or legal guardians. Although it is not a prohibited or restrictive Site, but rather an open business site, we do not solicit or market to minors.)

This Transaction Services Agreement (hereinafter referred to as “the Agreement”) describes the terms and conditions under which you transact online for products and services through the use of our website www.oilamericainc.com owned by Oil America, Inc., including but not limited to: the mobile site, mobile applications, the payment gateway on the website www.oilamerica.com (hereinafter referred to as the “Site” of Oil America, Inc.), and other online transaction portals owned, operated or provided by Oil America, Inc. (as the company is defined in full in section 1.1). This Agreement constitutes a single, comprehensive and correlated body of contract that constitutes, as stated above, the terms and conditions under which you transact online using our website www.oilamerica.com.

This Agreement contains various limitations on Oil America, Inc.’s electronic transaction services offered through its website and also grants various powers and authorizations to Oil America, Inc. with respect to transactions conducted online. This includes, but is not limited to, the power and authority to reject or cancel an online transaction, return funds to the requester of a service, or release funds.

• Application and acceptance of the Terms
  • Contracting Party.

This Agreement is entered into between you (hereinafter referred to as “the user”) and the contracting entity of Oil America, Inc. determined in accordance with this clause 1.1 (hereinafter referred to as “Oil America, Inc.”, “oilamerica.com” or “we”) for the use and request of certain services offered by Oil America, Inc. through its website www.oilamericainc.com.

If you are using the Oil America, Inc. site, and you order, make or place an order for services as described in the steps on the Oil America, Inc. website, www.oilamericainc.com, You are entering into a contract with Oil America, Inc. (a Panamanian company duly organized and existing under the laws of the Republic of Panama, incorporated by Public Deed number 8528 of October 2, 2003, in Notary Office 3 of the circuit of Panama City, and duly registered in the Public Registry, Commercial Section, in FILE: 441195; REDI DOCUMENT: 538158, since October 6, 2003; RUC: 538158-1-441195; DV: 56; with offices located at Avenida 12 de Octubre, Urbanización los Pinos, Edificio Los Sauces, Oficina 4B, in Panama City, Republic of Panama, place where personal and legal notifications are received.), unless it is a type of transaction that is not digital or through the website and has been so established, this Agreement being supplementary in such circumstances.

• Transaction Terms.

Oil America, Inc., offers within its website www.oilamericainc.com an online ordering platform (hereinafter referred to as the “Transaction Services”), which allows users to carry out online transactions in relation to the products or services offered by the company subject to the terms of this Agreement.

This Agreement may post transaction rules, dispute rules, and other rules and policies for any type of online transaction, as may be amended or modified from time to time (the “Transaction Terms”). You agree to be bound by such rules and policies.

• General Conditions.

You agree that you shall also comply with any relevant rules and policies posted on the Website www.oilamericainc.com, which are also incorporated into this Agreement as part thereof (hereinafter referred to as the “General Conditions”). Such General Conditions include, among others:

                 -the Privacy Policy (Annex I);

– the Policy on the Protection of Intellectual Property Rights (Annex II);

– the Product Listing Policy (Annex III)

1.4. Binding Agreement.

This Agreement, including the Transaction Terms and General Conditions, forms a legally binding agreement between you and Oil America, Inc., regarding the use of and transactions on the website.

By accessing and using the Transaction Services, you agree to accept and be bound by this Agreement. Please do not use the Transaction Services if you do not agree to all of the terms of this Agreement.

1.5. Modifications.

Oil America, Inc. and www.oilamericainc.com may modify any of the terms of this Agreement, including the Transaction Terms, General Conditions, and other related agreements at any time, except to the extent prohibited by applicable law, by posting the relevant modification and updated version on its Site. The modified terms will be effective immediately upon posting, except to the extent prohibited by applicable law. We will endeavor to provide you with advance notice of any material changes to this Agreement. By continuing to use the Transaction Services, you agree that the modified terms apply to you. This Agreement may only be modified in writing by an authorized representative of Oil America, Inc.

1.6. Version and Binding Language.

If Oil America, Inc. has posted or provided a translation of the English version of the terms of this Agreement, including the Transaction Terms, General Conditions and other related agreements, you agree that the translation is provided for information and convenience purposes only and that the Spanish version will govern your use of the Transaction Services and the website www.oilamericainc.com.

1.7. Oil America, Inc. Affiliates

Some of Oil America, Inc.’s Services may be supported by our affiliates.

1.8. Additional Terms.

In some cases, it may be necessary to enter into a separate agreement with Oil America, Inc., via www.oilamericainc.com or with our affiliates in connection with the Transaction Services (hereinafter referred to as the “Additional Terms”).

If there is any conflict between the provisions of this Agreement and the provisions of the Additional Terms, the Additional Terms shall govern the relevant types of Transaction Services or Online Transactions (as defined in clause 2.1 below), as the case may be.

2- Transaction Services

2.1. Transaction Services.

The Transaction Services of www.oilamerica.com are designed to facilitate the Site’s registered members, Users and customers to place, accept, conclude, manage and fulfill their orders for the supply of products and the provision of services online within the Site (hereinafter referred to as the “Online Transactions”), which may include all or certain services provided by Oil America, Inc., within its Site or its affiliates, subsidiaries and subcontractors. Oil America, Inc. reserves the right to change, update, modify, limit or discontinue the Transaction Services or any of its related features or applications at any time, temporarily or permanently, and without prior notice, without assuming liability for any loss or damage arising from or related to such suspension or discontinuance. Oil America, Inc. further reserves, but is not obligated to, the right to introduce new features, functionality or applications to the Transaction Services or future versions of the Transaction Services. All new features, functionality, applications, modifications, improvements and alterations shall be governed by this Agreement unless otherwise expressly stated by Oil America, Inc.

2.2. Types of transactions.

The Transaction Services of www.oilamericainc.com will only be available for those types of Online Transactions that Oil America, Inc. allows. The types of Online Transactions and other benefits, features and functions of the Transaction Services available may vary depending on different countries and regions. No guarantee or representation is made that the same type and scope of transactions, benefits, features and functions will be available to everyone worldwide.

2.3. Legal transactions.

The Transaction Services must not be used in connection with any Online Transaction that:

(a) may infringe the legitimate or proprietary rights of Oil America, Inc. or any third party, including, without limitation, copyrights, trademark rights, patents or other intellectual property rights;

(b) may violate the Product Listing Policy, the Intellectual Property Rights (IPR) Protection Policy for Oil America, Inc.

(c) may violate any other provisions of this Agreement, including the Transaction Terms and General Conditions. In such event, Oil America, Inc. shall have the right to refuse and/or cancel any Online Transaction that it deems, in its sole discretion, to be in violation of this Clause 2.3.

2.4. Rejection or cancellation of transactions.

Other than as provided in Section 2.3 Oil America, Inc. reserves the right, in its sole discretion, to refuse or cancel any Transaction for any reason without liability for any loss or damage arising from or in connection with such refusal or cancellation. Some situations that may result in the refusal or cancellation of an Online Transaction include, for example, where our compliance, due diligence, credit and/or fraud departments identify issues; where Oil America, Inc. has reason to believe that the Online Transaction is unauthorized or violates any law, rule or regulation, or may otherwise create liability for Oil America, Inc. or any of our affiliates. Oil America, Inc. may also require additional verifications or information for any Online Transaction, and You agree to provide such verifications or information to Oil America, Inc. or the Site upon request.

2.5. Transaction Terms

Oil America, Inc. may impose additional restrictions, limitations, prohibitions and penalties on any Online Transactions for any violation of the applicable Transaction Terms without any liability for any loss or damage arising from or in connection with such restrictions, limitations, prohibitions and penalties. The foregoing restrictions, limitations, prohibitions and penalties in a manner unrelated to legal compliance requirements shall not be construed as any form of control over Online Transactions by Oil America, Inc.

2.6. Release of Disputes between Oil America, Inc. and its Website and its Users or Customers.

You agree to release and agree to indemnify Oil America, Inc. (and its agents, affiliates, subsidiaries, partners, directors, officers and employees) from and against any and all claims, demands, actions, proceedings, costs, expenses, and damages (including, without limitation, any actual, special, incidental, moral or consequential damages) arising out of or in connection with any such dispute.

2.7. Powers of Oil America, Inc.

You expressly acknowledge and agree that Oil America, Inc. may, but shall not be obligated to, refuse or cancel an Online Transaction without liability for any loss or damage arising from or in connection with such refusal or cancellation. You agree and accept that Oil America, Inc. shall have the right to modify or supplement the Transaction Terms at any time, except to the extent prohibited by applicable law. You further agree and accept that Oil America, Inc. shall have the right to make such determinations as it deems appropriate, regardless of whether the subject matter is expressly addressed in the Transaction Terms or this Agreement, except to the extent prohibited by applicable law. Any such refusal or cancellation in a manner inconsistent with legal compliance requirements shall not be construed as Oil America, Inc.’s control over the Online Transactions.

2.8. Records of Oil America, Inc.

In the event of any dispute in connection with an Online Transaction, Oil America, Inc.’s records shall take priority, precedence and be conclusive, except to the extent prohibited by applicable law.

2.9. Transactions between the User and a supplier or third party not affiliated with Oil America, Inc.

Any dispute with any third party by a User in connection with the Online Transaction shall be resolved between the User and the third party. Notwithstanding the power granted to Oil America, Inc. under this Agreement, Oil America, Inc. is not obligated to resolve or assist in any way in the resolution of such disputes.

3. Transactions between Oil America, Inc. and Online Users

3.1 Online order.

Oil America, Inc. and User enter into an Online Transaction for products or services by completing, submitting and accepting an online order using the applicable standard order form on the Site. Oil America, Inc. and User shall be responsible for ensuring that they have agreed to and entered into all applicable terms and conditions relating to the products or services on the applicable online order form, including, but not limited to, prices, quantities, specifications, quality standards, inspection, shipping, unless and except to the extent prohibited by applicable law or otherwise agreed.

Oil America, Inc. and www.oilmanericainc.com may refuse to process or cancel, without incurring liability for any loss or damage arising from or in connection with such refusal or cancellation, any Online Transaction which, in Oil America, Inc.’s reasonable opinion, does not contain sufficient information to form a binding contract.

3.2. Online Transactions Subject to this Agreement.

An Online Transaction is also subject to the applicable terms and conditions set forth in this Agreement and the Transaction Terms.

3.3. Payment of the agreed price.

In any Online Transaction, the User who has entered into a binding contract under clause 3.1 undertakes to pay Oil America, Inc. the full transaction price as stated in the Online Transaction through the website www.oilamericainc.com.

When using www.oilamericainc.com to make payment for an Online Transaction, payments are processed through accounts owned by Oil America, Inc., or its affiliates, subsidiaries, or an independent registered service provider acting on behalf of Oil America, Inc.

By using the Services of the Oil America, Inc. Site, you acknowledge and agree that www.oilameirca.com is not a bank and its services should not be construed in any way as the provision of banking services, nor does it act as administrator, trustee or fiduciary with respect to the User’s funds.

3.4. Payment methods.

Please note that the payment methods available on the Oil America, Inc. Site may be provided by one of its partners, affiliates, subsidiaries, or contractors or subcontractors. If there is any chargeback or reversal of any payment made by a payment service partner, User agrees that Oil America, Inc. shall be entitled to any refund requested by the payment service partner.

3.5 Third-party providers.

You acknowledge and agree that Oil America, Inc. has partners, associates, suppliers, consortia, and alliances, etc.; and that such partners, associates, suppliers, consortia, and alliances, etc., have policies that you may be required to agree to and accept in the terms and conditions of their online services within the Site. You acknowledge and agree that all third-party providers are engaged at your own discretion and expense, and that you will not hold Oil America, Inc., our affiliates, partners, associates, and agents responsible for any loss, damage, claim, liability, cost, expense, or claim arising from the services of such third-party providers.

3.6. Your agent.

If you are required to conclude and perform an Online Transaction through an agent (for example, an import/export agent qualified as your agent), that agent is only your agent. If the agent is required to perform any obligation, you will be solely liable to any third party in the Online Transaction for your agent’s poor performance or non-performance.

4. Oil America, Inc. Service Fees

4.1. Service fees.

Oil America, Inc. charges service fees for Online Transactions in accordance with the fee schedules posted on the Site and reserves the right to charge any service fees for other types of Online Transactions upon notice posted on the Site.

4.2.  Third party fees other than Oil America, Inc. not included.

Service fees charged by Oil America, Inc. do not contain fees (including all taxes) for any third-party services or products contracted by You.

4.3. Taxes and financial expenses not included.

The fees charged by Oil America, Inc. do not include any taxes (e.g., VAT), duties or other federal, state, provincial and/or municipal governmental assessments or any financial charges. You agree to pay and be responsible for any such taxes, duties, levies or charges for your use of the Transaction Services, in addition to our service fees, as well as those of our suppliers, if any. You further agree to be responsible for paying any and all applicable taxes associated with transactions on www.oilamerica.com (including, without limitation, any applicable value-added tax or sales tax) and agree to indemnify Oil America, Inc. for any non-payment of any applicable taxes. In the event that any applicable law requires Oil America, Inc. to collect, collect or withhold any taxes or duties, you agree to pay such taxes or duties to Oil America, Inc. You will also be responsible for the financial charges to have the funds remitted to you, and Oil America, Inc. will be entitled to payment of the charges from those funds. Oil America, Inc. shall be entitled to deduct any financial charges incurred as a result of the provision of the Transaction Services, and the party receiving the funds shall bear any banking charges.

5. Responsibilities of Users and Clients of the Website

5.1.   Provision of information and assistance.

You agree to give all notices, provide all necessary data, materials and approvals and provide all reasonable assistance and cooperation necessary for the completion of the Online Transactions and the provision of the www.oilamerica.com Transaction Services. If you fail to comply with this clause, resulting in a delay in the provision of any Transaction Service, cancellation of any Online Transaction or disposition of funds, Oil America, Inc. shall not be liable for any loss or damage arising from such failure, delay, cancellation or disposition.

5.2. Representations and Warranties.

You represent and warrant that:

(a) you will use the Transaction Services in good faith and in compliance with all applicable laws and regulations, including laws relating to money laundering and terrorist financing;

(b) all information and materials you provide in connection with your use of the Transaction Services will be true, lawful and correct, and not false, misleading or deceptive;

(c) you will not use the Transaction Services to defraud Oil America, Inc., our affiliates, or other members or users of the site, or to engage in other illegal activities (including, but not limited to, the marketing of products prohibited by law);

5.3. Violations.

If, in the opinion of Oil America, Inc., you fail to act in good faith, abuse the Transaction Services or otherwise violate this Agreement, Oil America, Inc. shall have the right to cancel the applicable Online Transaction(s) at any time without incurring any liability for damages arising out of or in connection with such cancellation.

Oil America, Inc. also reserves the right to impose any penalties, suspend or terminate, temporarily or permanently, your use of the Transaction Services, and without any liability for any loss or damage arising from or in connection with such suspension or termination. Oil America, Inc. may also publish by such means as it deems appropriate the results, penalties or other records relating to violations of the Site.

5.4. Tax obligations.

You will be solely responsible for payment of any taxes (including 1VA), duties or other governmental assessments, or any fee or charges that may be imposed on any products or services purchased or provided under or in connection with the Online Transactions.

5.5. Comment system.

You will not take any action that may affect the integrity of the www.oilamericainc.com feedback system, such as: posting positive comments about yourself on the Site using a false ID or through third parties, or leaving unsubstantiated negative comments.

5.6. Compensation by the User and/or client.

You agree to indemnify and hold harmless Oil America, Inc. and our affiliates, employees, directors, officers, agents and representatives from and against any and all losses, damages, demands, claims and liabilities (including legal costs under a full restitution obligation) that may arise, directly or indirectly, from your use of the Transaction Services or your breach of this Agreement.

5.7. Collection and Use of Information for Transaction Services.

If you have applied for and/or used the Transaction Services at www.oilamerica.com, you acknowledge and agree that Oil America, Inc. shall have the right to use information collected about you and your Online Transactions, including, without limitation, your credit information, business information, personal data (such as your name and address), and financial information (hereinafter referred to as the “Collected Information”) to facilitate the administration, processing, and operation of your use of the services. In connection with your use of the Transaction Services, Oil America, Inc. may use the Collected Information as provided in the Privacy Policy and/or the personal information collection statement relevant to the Transaction Services to which you have agreed prior to or during your application and use of the Transaction Services.

6. Confidentiality

6.1. Confidentiality obligations.

You shall keep confidential all information deemed confidential provided by Oil America, Inc., the Site or any of its affiliates in connection with an Online Transaction or Transaction Services. You and your affiliates shall use confidential information only as is reasonably necessary and relevant to any Online Transaction or the Transaction Services. You will not, and will cause your affiliates not to, directly or indirectly (including through a third party) disclose confidential information to any individual, company or other third party, except as necessary to comply with law. You will take all reasonable steps to protect confidential information from any use or disclosure not expressly permitted by this Agreement. You will retain confidential information only as long as its use is necessary for the Online Transaction or the Transaction Services or to comply with your legal obligations (for example, tax obligations) and in all cases you will delete such information upon termination or as soon as it is no longer necessary for compliance with legal obligations.

6.2. Confidential information.

All information and materials provided by Oil America, Inc., the www.oilamerica.com website or any of its affiliates shall be deemed to be confidential information unless such information or materials are already in the public domain or subsequently become public in any manner except as a result of your breach of confidentiality obligations.

6.3. Data protection and privacy.

You should read the Site’s privacy policies that govern the protection and use of personal information held by Oil America, Inc. and its affiliates, which also explain how your personal information may be processed in connection with products and services offered.

For clarification purposes, in relation to such personal information, the responsibility and obligations of Oil America, Inc. and its affiliates under applicable data protection and privacy regulations are completely independent and separate from the responsibility and obligations of Users and/or customers under such regulations.

6.4. Confidentiality and Security of Communications

Oil America, Inc., its website and/or any of its affiliates do not guarantee the confidentiality or security of communications sent via e-mail or through its website, or left in voicemail messages on landline, cellular and/or satellite telephones. Information and materials that are not requested or that relate to any matter in which Oil America, Inc. does not represent or engage with you will not be treated as privileged or confidential and will not be protected by any privilege. Please do not send confidential information via e-mail unless you assume responsibility for the possibility of loss or interception by an unauthorized third party. If preferred, use encrypted e-mail. Oil America, Inc. assumes no responsibility for any errors or omissions in the content of any message generated from e-mail transmissions. E-mail transmissions are not guaranteed to be error-free. If verification is required, please request a copy of the original. Although we routinely check for viruses, addresses should check all email attachments for viruses. We accept no responsibility for the absence or non-existence of viruses in any email, attachments, etc.

7. Exoneration and limitation of liability

7.1. No warranty.

You expressly agree that you use the Transaction Services at your own risk, to the extent permitted by law. The Transaction Services are provided on an “as is,” “as is, where is,” “as available,” and “with all faults” basis, and; Oil America, Inc. and www.oilamericainc.com do not represent or warrant that the Transaction Services will be uninterrupted or error-free nor do they represent or warrant the accuracy, veracity, and completeness of any information provided by any third party. You shall be solely responsible for any consequences arising from your own judgment and decision to use or rely on such information. Oil America, Inc. and our affiliates expressly disclaim all warranties, express, implied, or implied, including, but not limited to, warranties of condition, quality, durability, performance, accuracy, reliability, merchantability, or fitness for a particular purpose or non-infringement, even if advised of the possibility of such damages or if such possibility were reasonably foreseeable. Such warranties, representations, conditions, undertakings and terms are hereby rejected and excluded.

7.2. Exclusion and limitation of liabilities.

To the extent permitted by law, Oil America, Inc. shall not be liable for any indirect, consequential, incidental, special, moral or punitive damages, including, without limitation, damages for loss of profits or revenue, business interruption, loss of business opportunity, or loss of data, whether based in contract, negligence, tort, equity or otherwise, arising out of the use of or inability to use the transaction services.

8. Force Majeure

Under no circumstances will Oil America, Inc., its Site and our affiliates and/or agents be held liable for any delay, failure or interruption of the Transaction Services resulting, directly or indirectly, from acts of God or forces or causes beyond our reasonable control, including, but not limited to, Internet failures, computer, telecommunications or other equipment failures, power outages, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, domestic or foreign governmental actions or court orders (including, without limitation, delays or interruptions in the resumption of work or operation ordered by a governmental agency) in the event of a national or regional epidemic or pandemic.

9. Notifications

Unless you expressly indicate otherwise, legal notices will be sent to the last email address available on the website. www.oilamericainc.com from Oil America, Inc. Notices will be deemed given 24 hours after such email is sent, unless we are notified that the email address is invalid.

Unless otherwise expressly stated, legal notices shall be delivered personally, or sent by courier or certified mail to Oil America, Inc., at the address set forth in Section 1.1.

10. Applicable legislation

10.1. Jurisdiction

The jurisdiction applicable to this Agreement shall be that of the Republic of Panama, and the applicable legislation shall be governed by the laws of the Republic of Panama, without taking into account its principles of conflict of laws, unless the applicable regulations establish otherwise.

10.2. Friendly negotiations.

If any dispute or claim arises out of or in connection with this Agreement, an Online Transaction, or your access to or use of the Transaction Services (hereinafter referred to as a “Dispute”), the relevant parties shall resolve such Dispute through friendly negotiations within thirty (30) calendar days. If the parties so agree, they may extend the negotiation period for an additional thirty (30) calendar days.

Likewise, if both parties agree, and mainly for Users and clients of the European Union, the platform may be used Online Dispute Resolution (ODR)This is a tool provided by the European Commission to resolve disputes amicably.

The amicable negotiation procedure mentioned here will always be carried out entirely online, as this is the most convenient way, especially in cases of cross-border disputes.

10.3. Disputes between Oil America, Inc., and users and customers.

In the event of a dispute between Oil America, Inc., its website www.oilamericainc.com and its users and customers, and if such dispute is not resolved through amicable negotiation within the time period established under the terms of clause 10.2., You agree that Oil America, Inc. may submit such Dispute to the Civil Courts of Panama City, Republic of Panama.

For all parties involved, the costs of the civil proceedings will be borne by the losing party, unless otherwise determined in the judgment.

10.4. Compensation.

If you bring any legal action against Oil America, Inc., its Website or our affiliates in violation of this Section 10, including any legal proceeding challenging a determination by Oil America, Inc. that is binding on you pursuant to this Section 10, you will indemnify and hold harmless Oil America, Inc. and our affiliates, agents, employees, directors and officers from and against any claims, losses or damages that we may suffer.

10.5. Limitation period.

In any event, you may not bring any claim against Oil America, Inc. or our affiliates under this Agreement more than one (1) year after the event giving rise to such claim occurred.

10.6. Precautionary measures.

Notwithstanding the foregoing provisions, either party may request an injunction or equitable relief from the other party before any court of competent jurisdiction of the Republic of Panama before or during the process.

11. General provisions

11.1. Entire Agreement.

This Agreement constitutes the entire agreement between you and Oil America, Inc. and the Website, with respect to the use of the Transaction Services and Online Transactions through the Website, and governs and supersedes any prior agreements, oral or written, relating to the same subject matter.

11.2. Separation.

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck, and the remaining provisions shall continue to be valid and binding.

11.3. Headers.

Headings are inserted for reference purposes only and do not define, limit, construe or describe in any way the scope or extent of such section.

11.4. Independent contractor.

This Agreement does not seek to create or create any agency, partnership, joint venture, employee-employer, or franchisor-franchisee relationship; nor does it create an employment relationship of legal subordination or economic dependence, nor constitute an employment contract between the User or customer and Oil America, Inc.

11.5. Waiver.

In the event that Oil America, Inc. or our affiliates fail to exercise any of their rights under this Agreement, such failure shall not constitute a waiver of such right or a waiver of any subsequent or similar breach. A waiver shall be effective only if in writing.

11.6. Assignment.

Oil America, Inc. shall have the right to assign and/or transfer this Agreement (including all rights, titles, benefits, interests, obligations and duties hereunder) to any of our affiliates and any successors in title. Oil America, Inc. may delegate part of its rights and responsibilities under this Agreement to independent contractors or other third parties. You may not assign this Agreement, in whole or in part, to any person or entity.

 

GENERAL CONDITIONS

ANNEX I

PRIVACY POLICY

As a commercial company, OIL AMERICA, INC. has a professional obligation to safeguard, to the best of our ability, the information we store and/or process about all individuals or legal entities.

Our Data Protection Policy, hereinafter referred to as the “Data Policy”, is based on Law 81 of March 26, 2019 on the Protection of Personal Data of the Republic of Panama and its regulations, which seeks to protect the rights of natural persons as owners of their personal data. This is how we establish our practices in relation to the management of data, from its collection, use and even with whom we share it.

Our Data Policy set forth herein supplements any prior agreements such as the Transaction Services Agreement (“the Agreement”) and the Terms of Service generally, whether oral or written, between you and us regarding the collection, use and disclosure of your personal, business and/or financial information.

In this regard, you are subject to the Data Policy, as a natural or legal person who owns the data. When we talk about “You”, we refer to you as a client, user, visitor, employee, collaborator, potential client, supplier or other person who for any other reason shares your data with us, personally in a physical manner and also through our Website.

Features of our Data Policy

We only collect your personal data with your knowledge and consent, and the same may be duly documented (in writing) and/or given online (digitally). We do so through your direct and verifiable affirmative action when you accept our Policies, the Terms of Service, the Agreement, etc., by clicking on the checkboxes, text fields, activation buttons on the website www.oilamericainc.com; or by sending you a confirmation email, etc.; using them for the indicated purposes of the service and/or consultation. All collection of your data is done through legal and consented means.

Whenever there is a business and/or professional relationship with Us, You must provide and keep all personal information up to date at all times, and You must notify Us as soon as there are changes so that we can update our databases and ensure that there are no setbacks in our contractual relationship. Therefore, We require you to update them from time to time.

We use your personal data only in our regular business activities and to fulfill our contractual obligations or agreements entered into to provide our services to you, to conduct checks for potential conflicts, illegal acts or anti-money laundering searches, to comply with our legal obligations in the jurisdictions where we operate, as well as to comply with court and/or administrative orders if necessary.

As part of our business relationship, we may send you information about our services and products, new products or services, events and news about our company or other companies in our group.

When you browse our websites or use our online services, we may collect technical information, such as your IP address, to optimize the operation and security of our technological platforms. When you enter one of our customer service portals, such as payment portals, we also collect the information you provide to us at that time and which is strictly necessary for it to fulfill the purpose for which it was designed, for example: to transfer payment, for an invoice, etc.

If you are our supplier, we may ask you for general information about your business, such as public registry data, contact details, business references, employees and any other information we may require for due diligence purposes.

If you apply for a job with us, we collect the information you provide with your resume and also additional information from your references.

We have video surveillance systems in place both inside and outside our offices to keep our customers, employees and visitors safe, and to protect us from theft, fraud and property damage. Therefore, when you visit our premises, you may be recorded. Audio and call records may also be stored for the purpose of optimizing the quality of service.

Rights of the Owner of Personal Data

You may request information, correction, rectification, limitation and/or deletion of your personal data if you believe that it is incorrect, irrelevant, incomplete, outdated, inaccurate, false or inconclusive. If you request it, we will share your personal data in a generic and common format. For this, you must contact the department of marketing@oilamerica.com.

It is important for you to know that, in order to protect your rights, we may delete, cancel, modify and/or block your personal data without your request when there is evidence of inaccuracy of your data. When the accuracy of your data cannot be established or its validity is doubtful, we may block your data.

Why do we collect your personal information?

As a provider of commercial services and products, we collect personal data as part of our business activities to serve our customers.

If you are a customer or potential customer, when you request a service or product, or a quote for a service or product, we may collect your information and data as part of the introductory process, to help you with your needs or to comply with obligations under special laws or also to ensure that the information is correct and up to date, among others.

We also collect basic information and personal data to uniquely identify you, such as: full name, date of birth, nationality, passport or identification number. If it is a legal entity, we require at least: a certificate of existence or its equivalent, in addition to other data about it, and its function within the organization. Likewise, we will collect contact information to be able to communicate with you and for billing: physical address, email address and telephone numbers. And if it is a legal entity, such as the address and tax identification number, etc.

Similarly, we collect the information necessary to comply with the “Know Your Customer” policy and the legal requirements for Due Diligence.

Veracity of the data provided

To the extent necessary to provide the requested services or provide you with the offered product and/or comply with legal obligations, we may validate or collect information about you with different databases, such as those of other companies in our group or through third parties, or other sources, other authorities and/or state entities and service providers, including and without limitation, among others.

Data transfer

Our customers understand that during our business relationship we provide information to our staff and other companies in our group for reasonable business purposes and to provide you with services and a better business relationship.

Our clients accept that, for the purposes of some of our services, we may sometimes use external service providers or professionals working with us, such as experts, translators, IT service providers, banks and others, who may have access to their personal data.

Some of our companies, branches, headquarters or service providers may be located in different jurisdictions, therefore, our clients understand that it is necessary to transfer or transmit their personal information for the indicated purpose.

The information collected by us may be used for general marketing and promotional purposes. Users who submit the information may receive email advertisements or promotions.

Our customers and users accept that our website may contain links to other websites. Our company Oil America, Inc. is not responsible for the privacy practices and policies of any of those other websites.

Acceptance

You agree that we may store and use personal information about you in our records for the purposes described in this Data Policy, even if you cease to be a customer, subject to applicable laws.

You also agree that this Privacy Policy may be revised and changed at any time, without prior notice, in order to update it according to current privacy laws and best practices.

You also agree and acknowledge that Oil America has a more robust regulatory framework regarding its Privacy Policy and its Data Policy and that they incorporate the general requirements and conditions established in data protection laws widely used as an accepted reference in these matters, such as the California Online Privacy Protection Act (CalOPPA), in force since 2004, the General Data Protection Regulation (GDPR)which was enacted in order to centralize the protection of user data in the European Union and came into force in May 2018 or the Eprivacy Directive (known as the cookie law) approved in 2002 and reformed in 2009 in the European Union.

ANNEX II

INTELLECTUAL PROPERTY RIGHTS PROTECTION POLICY

Copyright and Trademarks:

The copyright in this website and the server, including but not limited to its content, images, graphics, framing, designs, layout, trademarks, features, and all materials contained herein are the property of OIL AMERICA, INC. and its subsidiaries, affiliates or their licensors. This website is protected by Panama and international copyright and property laws. For this reason, this website may not be reproduced in whole or in part, copied, distributed, downloaded, displayed or transmitted in any form or by any means without the express prior written consent of OIL AMERICA, INC. and/or any of its subsidiaries and affiliates. To obtain such consent, please contact our marketing department at marketing@oilamericainc.com We will aggressively pursue any misuse of our protected copyrights and trademarks. Visitors and Users may access, download information, and print material from the Website for personal use only. Any other commercial or other use is prohibited. This permission automatically terminates if you breach any of these terms or conditions. Upon termination, you must immediately destroy any downloaded and/or printed Materials. Unauthorized use of any Materials contained on this Site may violate copyright laws, trademark laws, the laws of privacy and publicity, and/or other regulations and statutes.

Copyright

© Copyright 2024 OIL AMERICA, INC. All rights reserved. No part of this publication may be reproduced, stored, deposited, stored in a retrieval system or on any computer network, or transmitted in any form or by any means, including but not limited to: electronic, mechanical, optical-electronic or otherwise, without the prior written permission of the copyright owner, to whom application must be made in writing.

ANNEX III

PRODUCT LISTING POLICY

Application of conditions and orders About products

These Conditions constitute the terms upon which Oil America, Inc. agrees to supply the Products to Customers. The Conditions shall prevail over any terms and conditions proposed by Customer in any other document created by Customer.

Each Order for Products made by a User or Customer (verbally or in writing or by accepted digital means) shall be deemed to be an offer by the User or Customer to purchase Products under these Terms. No order shall be deemed to have been accepted by Oil America, Inc. until it has been unequivocally confirmed (verbally, in writing or by accepted digital means) or when Oil America, Inc. delivers the Product to the Customer. Any quotation shall be made on the basis that no Contract shall be effective until an oral, written or digital agreement between the Customer and Oil America, Inc. or, if later, when an Order (verbally or in writing or by accepted digital means) is received from the Customer, it is accepted by Oil America, Inc.

No Order accepted by Oil America, Inc. may be cancelled by the Customer nor may the Products supplied be returned by the Customer, without the prior consent of Oil America, Inc.

Supplier Identity

Customer acknowledges and agrees that Oil America, Inc. may, at its discretion, subcontract the production, supply and/or delivery of the Products it offers through its website www.oilamericainc.com to any Oil America, Inc. Affiliate.

Specs

The description of the Products must be contained in the specifications agreed upon in writing or digitally between the Client and Oil America, Inc., or, in the absence of agreement, in the Oil America, Inc. Product Sheet relating to the Products listed on its Website.

Prices

Prices quoted by Oil America, Inc. (verbally, in writing or by accepted digital means) may be withdrawn by Oil America, Inc. at any time prior to the execution of a Binding Contract for Products. The price payable for Products shall be agreed upon between Customer and Oil America, Inc. in the Contract.

Oil America, Inc. reserves the right to increase the prices of the Products to cover any increase in the cost to Oil America, Inc. due to any change in the Law, regulation, rates, taxes, levies or other payment applicable to Oil America, Inc. or to the Products after the date of the Contract, imposed by any national government, Federal, or International Multilateral Institution, or other body of Public International Law and due to circumstances of force majeure or significant increases in prices or unavailability of raw materials, energy, services or other supplies necessary for the company with simple notice to the client with one (1) month in advance and explaining the causes of such increase.

Oil America, Inc. also reserves the right to terminate or reduce, without liability, any Contract entered into, as a result of any change in law or regulation or taxation, which has an adverse effect on Oil America, Inc. and cannot be offset by an increase in the prices of the Products.

Pay

Payment shall be made in cash, by local or international transfer, digitally, etc., as determined by Oil America, Inc. and at the agreed upon place and manner, and on the date indicated. Oil America, Inc. reserves the right to require payment prior to delivery and to modify payment terms by notifying the Customer.

Delivery

Unless otherwise agreed, Products will be delivered as determined by Oil America, Inc.

Quantities

Deliveries in less or more quantities not exceeding 5% of that requested in the order will be, at the discretion of Oil America, Inc., considered as fulfillment of the Contract and the Client may not object to or refuse the Product for such reason due to lack or excess of volume, and will pay for the Product supplied at the price stipulated in the Contract.

Risk and Property

The Products will pass into the possession of the Client from the moment they are delivered.

Oil America, Inc. shall retain title to the Products until the full price for the Products has been paid to Oil America, Inc. by Customer. Until such time Customer:

You shall be the sole holder of the Products, with Oil America, Inc. as the beneficiary, and you shall keep the Products insured against all types of risks in a manner satisfactory to Oil America, Inc. and maintain the insurance to the satisfaction of Oil America, Inc.

Customer’s rights of possession of the Products shall cease upon Customer’s failure to perform any of its obligations under the Contract or these Conditions and Customer shall be subject to any other circumstances provided for in the Insolvency clause of these Conditions. Customer expressly authorizes Oil America, Inc., its agents and employees to inspect any location where the Products are stored in order to inspect them or, where Customer’s rights of possession have ceased, to recover them.

Inspection

Customer must immediately examine the Products received at its plant or received at third party warehouses authorized by Oil America, Inc. Customer must, within 48 hours of delivery of the Product, notify Oil America, Inc. in writing of any excess or shortage of volume or any defect in the product due to transportation.

Quality

Oil America, Inc. shall have no liability for any defects that may be detected in the Products if no written claim is received within 1 week of delivery.

Limitation of liability

The following Conditions establish the limits of Oil America, Inc.’s entire financial liability to Customer (including the acts of its employees or agents) in respect of:

(i) Failure to comply with these Conditions:

(ii) Any act or omission, including negligence, arising out of or in connection with the contract for the supply of the Products.

Oil America, Inc. is hereby excluded from liability for personal injury or death caused by negligence or willful misconduct.

Subject to the provisions of the preceding paragraph in the event that the Products fail to comply with the specific terms of the Contract or constitute a breach of the warranties contained in the first paragraph of this section entitled Limitation of Liability, Oil America, Inc. may at its option:

• Replace defective products, free of charge to the customer, or
• Refund all payments credited to the Customer relating to defective products.

The customer will be solely responsible for the preservation and correct storage of the Products, once in their possession.

The total limit of liability for Oil America, Inc. shall be a maximum of four times the total amount or price of delivery of the defective Product. No liability shall be accepted for loss of profits, or for any other incorrect or consequential damage suffered by the Customer or any third party arising from the supply of Products by Oil America, Inc. or by reason of this Contract.

Insolvency

If the Client is declared bankrupt, in suspension of payments, insolvency or in another similar situation, such as embargoes, agreements of reduction and waiting or similar, the debt will be automatically understood to be due, liquidated and payable in full and the Client must pay the outstanding price in cash. For its part, Oil America, Inc. may, at its discretion, terminate the contracts or cancel and/or suspend supplies and will be responsible for their correct environmental management.

 

Note:

Please refer to the products published on our website order.oilamericainc.com.