These terms and conditions together with a Quotation executed by both Parties form an agreement between the Parties (the "Agreement"). Any contrary, inconsistent, or additional provisions contained in Customer's purchase order or other Customer documentation is expressly rejected.
1. Definitions.
1.1. Affiliate: any legal entity controlling,
controlled by or under common control with an entity, where "control" is defined as the legal or beneficial
ownership of more than fifty percent (50%) of the voting rights at the assembly of owners of such entity, or
in the case of a foreign domiciled affiliate where the prevailing law of the foreign country prohibits majority
ownership by a foreign parent organization, an ownership interest by such entity which reflects the maximum controlling
interest allowable under the laws of such foreign country, or such other relationship as, in fact, constitutes actual control.
1.2.
Concurrent User(s): any individual employee, agent or contractor of Customer (or its Affiliates) designated by Customer to use the Software on behalf of Customer. The maximum number of Concurrent Users allowed to access and/or use the Software at any time may not exceed the number of Concurrent Users specified in the Quotation.
1.3. Confidential Information: non-public and proprietary information, including: Software, information related to third party vendors that SLB works with to provide the Software, information related to any security vulnerabilities of the Software, and information about SLB's and its Affiliates' products and services. Except as required by applicable law or regulation, Confidential Information will not include information that:
1.3.1. at the time of the disclosure is, or thereafter becomes, generally available to and known by the public other than as a result of, directly or indirectly, any breach of the Agreement, act, or omission by the recipient or any of the recipient's representatives;
1.3.2. at the time of the disclosure is, or thereafter becomes, available to the recipient on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information to the recipient by any legal, fiduciary, or contractual obligation;
1.3.3. was known by or in the possession of the recipient, as established by documentary evidence, before being disclosed by or on behalf of the disclosing party pursuant to the Agreement;
1.3.4. was or is independently developed by recipient, as established by documentary evidence, without reference to or use of, in whole or in part, any of the disclosing party's Confidential Information; or
1.3.5. that the parties have entered into the Agreement.
1.4. Customer the legal entity indicated in the Quotation.
1.5. Customer Data:
any data, information, text, images, audio, video, or materials provided or
made available by Customer to SLB under this Agreement. Customer Data excludes any publicly available information or data.
1.6. Documentation any documentation or information associated with the operation, performance or functionality of the Software and/or (including but not limited to user guides, manuals, technical specifications, and online help files) made available by SLB, as may be updated by SLB from time to time.
1.7. Effective Date: the earlier of the date specified in the Quotation or the date of the Software is made available to Customer to download.
1.8. Embedded Software: third party software components or products included as part of the Software, including open source software.
1.9.
Evaluation a short-term licence to the Software for testing, evaluation, trials or proof of concept.
1.10.
Excluded Licence: any software component that is subject to any open source or other software license requiring as a condition of the license, use, modification, distribution, or conveyance of Party-owned code incorporating such software component that: (a) the code be disclosed or distributed in source code form; (b) others have the right to modify or create derivative works of the code; (c) the code becomes redistributable at no charge; and/or (d) the code be licensed under an open source license that abrogates proprietary rights the Party has in the code.
1.11. Geographic Unit: means the specific country identified in the Quotation or in the absence of such, the area covered by a local area network no larger in radius than 1000 metres from the machine on which the Software is installed or within the same metropolitan area.
1.12. Intellectual Property: all trademarks or trade names (whether common-law or registered), logos, icons, patents, mask works, patents, patent applications, copyrights (whether published or unpublished), trade secrets, know-how, designs, methods, processes, work-flow(s), inventions, proprietary information and transferable rights under written agreements relating to the Software.
1.13. Interpretations: (i) processing, review, and analysis of data; (ii) the making of models, workflows, and estimates; (iii) descriptions of data, wells, and reservoirs; and (iv) any other explanation, evaluation, recommendation, or description provided to Customer under the Agreement.
1.14. Party: SLB or Customer; "Parties" means SLB and Customer.
1.15. Pre-Commercial Software: Versions of the Software or Software features that have not been approved for general commercial release, including 'alpha', 'beta' and early access versions.
1.16. Quotation: SLB's commercial order form listing the Software to be used by Customer, the number of Concurrent Users, and any other optional elements selected by Customer.
1.17. Quotation Term: the term for Customer's permitted use of the Software as specified in section 9.1.
1.18. SLB: the legal entity indicated in the Quotation.
1.19. Software: the SLB on premise software specified in the Quotation, including any Documentation.
2. Software License Grant.
2.1. In consideration of the fees paid or payable by Customer and subject to the terms of this Agreement, SLB grants to Customer a non-exclusive, non-assignable, non-transferable, non-sublicensable, limited-term licence to:
2.2. Customer acknowledges that the Software may contain or be accompanied by Embedded Software. Any open source software provided to Customer as part of the Software is copyrighted and is licensed to Customer under the applicable open source software licence. Copies of, or references to, those licences may be set out in a pop-up notification, text file, installation file or folder accompanying the Software. Customer agrees to comply with the licenses of any such Embedded Software.
2.1.1. install and use the Software for Evaluation purposes only within the Geographic Unit on a Concurrent User basis and only in accordance with the Documentation.
2.1.2. make a reasonable number of copies of the Documentation for Customer's own internal use pursuant to the Evaluation, provided that Customer retains all original copyright, patent, and proprietary rights notices.
2.3. In the event of any conflict or ambiguity between these terms and the Quotation, these terms will prevail will take precedence unless that Quotation:
3. Customer Obligations and Restrictions.
3.1. Customer is solely responsible and liable for all acts and omission of its Concurrent Users. Customer must ensure that all use of the Software by Concurrent Users is in compliance with the terms of this Agreement.
3.2. The Software is licensed not sold. SLB reserves all other rights that are not specifically granted to Customer. As a condition of this Agreement, Customer expressly agrees not to: (i) rent, lease, lend, sub-license or otherwise distribute or assign Customer's rights in the Software without SLB's prior written consent; (ii) reverse engineer, decompile or disassemble the Software except and only to the extent required by law; (iii) develop or create modifications, improvements and/or derivative works of the Software without SLB's prior written approval unless such modifications are made using any SLB software specifically designed for such purposes; (iii) use the Software in violation of any law, statute, ordinance or regulation applicable to Customer (including but not limited to the laws and regulations governing privacy, export control, federal, state and local laws and regulations governing the use of network scanners and related software in all jurisdictions in which systems are scanned or scanning is controlled, or anti-discrimination, in each case that are applicable to Customer); (iv) negligently, intentionally or wilfully propagate or introduce any virus, worms, Trojan horses or other programming routine intended to damage any system or data; (v) remove or obscure any product identification or proprietary notice contained in the Software; (vi) combine or use the Software in combination with any Excluded Licence; (vii) seek to access restricted elements of the Software or modify or disable or otherwise "crack" any feature incorporated in the Software, including by bypassing security features, including but not limited to licence and quality control features that limit or record the number of users, or those that are intended to prevent access to unlicensed elements or modules of the Software, such as premium modules which are subject to additional fees; (viii) publish or display the Software or Documentation in any manner except as provided herein; (ix) use of the Software to aid in the development of the science, technology, or product content of another software product similar in function or capability to a commercially available SLB software product without the express written consent of SLB; (x) perform a benchmark or performance analysis of the any version of the Software; or (xi) use the Software on behalf of, or to provide, any product or service to third parties.
4. Intellectual Property Ownership.
4.1. Except as expressly set forth herein this Agreement does not grant either Party any rights, implied or otherwise, in or to the other Party's Intellectual Property. SLB, and its licensors, retain all right, title, ownership, and interest in and to the Software, as well as any modifications or derivative works thereto.
4.2. If Customer provides SLB feedback or suggestions about the Software, then SLB may use that information without obligation to Customer, and Customer irrevocably assigns SLB all rights, title, and interest in that feedback and/or those suggestions.
5. Compliance with Laws and Export Regulations.
5.1. Customer, Concurrent User, and SLB will each comply with all laws and regulations applicable
to them and related to the provision and use of the Software including data transmission, storage,
processing, privacy, security breaches, data residency, import/export controls, and international sanctions.
5.2. Customer is authorised to use the Software in the Geographic Unit only. Customer will
not allow access to or use of the Software by Concurrent Users:
5.2.1. from Cuba, North Korea, Syria, Iran or other countries that
are subject to United States, United Nations, European Union or similar trade sanctions/embargoes; or
5.2.2. in a manner which would breach any country's data residency laws or regulations,
by any means whatsoever.
5.3. Customer will comply with all applicable export control, trade sanctions
and other foreign trade control laws, rules and regulations and will not export, re-export or import, directly
or indirectly, any export-controlled items, or any direct product of them, nor undertake any transaction hereunder
in violation of any applicable export laws. Customer's or Customer's Concurrent Users' violation of applicable export
or trade control regulations will result in the immediate automatic termination of the Agreement, and all rights granted therein.
5.4. If Customer and/or any Concurrent User is or becomes a denied party or otherwise the subject of any
sanctions legislation that, in SLB's reasonable opinion, restricts or prohibits Customer's and/or Concurrent Users'
access to or use of the Software such access or rights to use will be immediately suspended. If legally permitted,
SLB will promptly notify Customer of any such suspension, data retention, or data deletion. Nothing herein shall restrict
SLB's ability to comply with any legal requirements relating to the retention or deletion of Customer Data that may arise
in connection with sanctions legislation.
6. Confidentiality.
6.1. Each party agrees to maintain all Confidential Information received from the other
party in secrecy and confidence during the term of the Agreement, and for a period of five (5) years after the termination
or expiry of the last agreement entered into pursuant to these terms. Each Party will use the same degree of care as it
uses to protect its own confidential information, but in no event will the receiving party use less than a commercially
reasonable degree of care. Further, each Party agrees (a) subject to Section 6.2 below to disclose the Confidential
Information only to its officers, directors, employees, contractors and Affiliates on a need-to-know basis (collectively,
"Representatives") and provided such Representatives are subject to equivalent confidentiality obligations as those set
out herein; and (b) not to use the disclosing Party's Confidential Information for any purpose other than to exercise its
rights and/or perform its obligations under an Agreement. Each Party will be responsible for any breaches of an agreement
by its Representatives.
6.2. If a third party requests Confidential Information from a receiving party pursuant to
a legal requirement, the receiving party will do the following, if legally permitted:
6.2.1. promptly notify the disclosing party of the request;
6.2.2. reasonably assist the disclosing party in seeking a protective order or similar remedy if the disclosing party requests such assistance;
6.2.3. inform the disclosing party of the Confidential Information provided to the third party; and
6.2.4. endeavour to maintain the confidentiality of Confidential Information disclosed to the third party.
7. Warranty.
7.1. THE SOFTWARE IS PROVIDED "AS-IS". TO THE FULLEST EXTENT PERMITTED BY LAW, SLB AND ITS LICENSORS
EXCLUDE AND DISCLAIM ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, AND ALL OTHER TERMS OF ANY KIND WHATSOEVER, WHETHER IMPLIED BY STATUTE,
REGULATIONS, DIRECTIVES, OR COMMON LAW, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY
QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING, PERFORMANCE, USAGE OR TRADE. SLB DOES NOT
WARRANT THAT CUSTOMER'S USE OF THE SOFTWARE OR SUPPORT AND MAINTENANCE WILL BE TIMELY, UNINTERRUPTED, ERROR-FREE OR SECURE. SLB DISCLAIMS
ANY WARRANTIES WITH RESPECT TO CUSTOMER DATA OR THE RESULTS OF ANY USE OF THE SOFTWARE, INCLUDING ANY INTERPRETATIONS. SLB IS NOT LIABLE
FOR ANY DELAYS OR FAILURES IN CUSTOMER'S SYSTEMS OR INFRASTRUCTURE OR ANY INABILITY, ERROR OR FAULT ON THE PART OF CUSTOMER IN THE INSTALLATION
OR OPERATION OF THE SOFTWARE.
7.2. With respect to Pre-Commercial Software:
7.2.1. Access to any Pre-Commercial Software is provided subject to the same terms as the Software set out herein in addition to the following:
7.2.1.1. SLB makes no commitment to release the Pre-Commercial Software as a commercial offering and makes no warranty or representation that the Pre-Commercial Software will have been tested for Customer use; and
7.2.1.2. the existence and/or use by Customer of the Pre-Commercial Software will be deemed Confidential Information under
8. Limitations of Liability.
8.1. SLB's (and its licensors) aggregate liability to Customer for all claims whether in contract, tort (including negligence), for breach of statutory duty or otherwise arising out of or in connection with the Agreement will be limited to $100.00 USD. Nothing in this Section 8 will exclude or limit any liability that cannot be excluded or limited at law. Customer will indemnify, hold harmless, and defend SLB of and from any loss, cost, damage, or expense, including third party claims and attorneys' fees, above SLB's limit of liability.
8.2. UNLESS OTHERWISE AGREED, TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY MAY RECOVER, INCLUDING UNDER AN INDEMNITY, ANY PUNITIVE, INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, OR ENHANCED DAMAGES. FURTHER, THE PARTIES ACKNOWLEDGE AND AGREE THAT NEITHER PARTY WILL BE LIABLE FOR ANY OF THE FOLLOWING LOSSES, IN EACH CASE WHETHER DIRECT OR INDIRECT: (I) LOSS OF USE; (II) LOSS OF REVENUE, PROFIT, OR BUSINESS; (III) LOSS OF INVESTMENT; (IV) LOSS OF GOODWILL OR REPUTATION; (V) LOSS OF RIG TIME OR OTHER BUSINESS INTERRUPTION; (VI) COST OF SUBSTITUTE SOFTWARE OR SERVICES, OR THE PROCUREMENT THEREOF; (VII) LOSS OR CORRUPTION OF OR DAMAGE TO DATA; AND/OR (VIII) LOSS, DAMAGE, CORRUPTION, OR REPLACEMENT OF COMPUTING SYSTEMS, EACH HOWSOEVER ARISING AND WHETHER OR NOT SUCH PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, CORRUPTION OR DAMAGE.
9. Term and Termination.
9.1. Unless otherwise agreed, this Agreement commences on the Effective Date and will remain in force for ninety (90) days following delivery of the Software.
9.2. Either party may immediately terminate the Agreement by giving written notice to the receiving party if the receiving party commits a material breach of any term of the Agreement and fails to remedy the same within five (5) business days upon written notice of breach by the other party.
9.3. SLB may immediately terminate this Agreement if SLB has reasonable grounds to believe that Customer is using the Software in breach of Sections 2, 3 or 5.
9.4. Upon expiration or termination of this Agreement (i) Customer's license to the Software will cease, and Customer must immediately cease using the Software and delete (or, upon request, return) all copies of the Software; and (ii) each Party will delete the other Party's Confidential Information. Confidential Information may be retained in the receiving party's standard backups after deletion but will remain subject to this Agreement's confidentiality restrictions. Any rights, remedies, obligations or liabilities that have accrued up to the date of termination or expiration will remain unaffected.
10. Miscellaneous.
10.1. Governing Law and Jurisdiction. Any dispute or claim arising under or in connection with this Agreement, its subject matter or formation (including non-contractual disputes or claims) will be governed by the laws of England and Wales and each Party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.
10.2. Licence Verification. From time to time, and with reasonable notice and during Business Hours, SLB may audit Customer's books and records, facilities and any authorized computers where the Software may be located to confirm the appropriate use of the Software in accordance with the terms of this Agreement, including that there has been no unauthorised distribution of the Software. Audit rights are not intended to extend to the review of any confidential or proprietary information that belongs to Customer.
10.3. Publicity. Neither party will make, or permit any person to make, any public announcement concerning these this Agreement without the prior written consent of the other Party, except: 1) as required by law or any court or other authority of competent jurisdiction; or 2) where SLB uses Customer's name and/or logo(s) in its marketing material to notify others and/or make public that Customer is a user of SLB's Software.
10.4. Third Party Rights. Save for SLB's third party licensors who will be deemed third party beneficiaries under this Agreement, with a right to enforce the terms as they relate to Embedded Software, this Agreement does not confer any rights on any person or party (other than the parties to the Agreement and, where applicable, their successors and permitted assigns), including under English law pursuant to the Contracts (Rights of Third Parties) Act 1999 or any other applicable law or regulation.
10.5. Force Majeure. SLB will not be liable under this Agreement if SLB is prevented from or delayed in performing SLB's obligations by acts or events beyond SLB's reasonable control, including: strikes, lock-outs or other industrial disputes (whether involving the workforce of SLB or any other party); utility, network or device failure external to SLB or its service providers; acts of God, war, riot, civil commotion, pandemic, malicious damage; compliance with any law or governmental order, rule, regulation or direction; accident, breakdown of plant or machinery; fire, flood, or storm.
10.6. Relationship of the Parties. The relationship between the Parties is that of independent entities. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party will have authority to contract for or bind the other party in any manner whatsoever.
10.7. Assignment. No rights or obligations under this Agreement are assignable or transferable (other than to SLB's or Customer's Affiliates) in any manner, whether voluntary, by merger, operation of law or otherwise without the other party's prior written agreement. Any transfer or assignment in breach of this section allows the non-breaching party to terminate this Agreement.
10.8. Waiver. No failure or delay by a party to exercise (partially or completely) any right or remedy provided under this Agreement or by law will constitute a waiver or restriction of that or any other right or remedy.
10.9. Notices. SLB may provide Customer with information about Software electronically, including, but not limited to, via the email, a forum, or a web site that SLB identifies. Notice is effective as of the date made available by SLB. Notices expressly required under this Agreement will be in writing to the other Party's registered address by courier, registered mail, or certified mail return receipt requested, or by a firm regularly engaged in the business of delivery of documents or packages.
10.10. Severability. If any term or provision of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable, or illegal, such invalidity, unenforceability, or illegality will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
10.11. Entire agreement. This Agreement constitutes the sole and entire agreement between SLB and Customer regarding the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. Except as provided herein, this Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto.
10.12. Headings. The Section headings contained in this Agreement are for reference purposes only and will not affect the meaning or interpretation of the Agreement.
10.13. Interpretation of dialect. The text of this Agreement, as well as the documents associated therewith have been written in English in multiple locations around the world. Consideration has been taken to harmonize the particular dialect of English being used herein, all versions being deemed authentic. For legal purposes, any typographical or grammatical errors originating in non-US English dialects will be deemed to be given a proper interpretation under the US English dialect, which will be given priority of any interpretation.
10.14. Survival. The following sections survive the termination or expiry of the Agreement: Sections 1 (Definitions), 3 (Customer Obligations and Restrictions), 4 (Intellectual Property Ownership), 5 (Compliance with Laws and Export Regulations), 6 (Confidentiality), 8 (Limitation of Liability), 9 (Term and Termination), 10 (Miscellaneous).
Version: November 2022
