BEFORE DOWNLOADING, INSTALLING OR USING THE SOFTWARE DEVELOPMENT KIT ("SDK"), PLEASE SCROLL DOWN AND READ CAREFULLY THE TERMS OF THIS LICENSE AGREEMENT.
BY DOWNLOADING, INSTALLING OR OTHERWISE USING THE SDK, YOU EXPRESSLY ACCEPT AND AGREE TO THE TERMS OF THIS LICENSE AGREEMENT AND ANY RELATED UPDATES MADE AVAILABLE TO YOU BY SLB. IF YOU ARE AN INDIVIDUAL AGREEING TO THE TERMS OF THIS LICENSE AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY AND "LICENSEE" SHALL REFER HEREIN TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY OR IF YOU DO NOT AGREE WITH THE TERMS OF THIS LICENSE AGREEMENT,
YOU MAY NOT USE THE SDK. YOU MAY NOT DOWNLOAD, INSTALL OR USE THE SDK, IF YOU OR THE ENTITY YOU REPRESENT, ARE/IS A PERSON OR ENTITY FROM CUBA, NORTH KOREA, SYRIA, IRAN OR OTHER COUNTRIES THAT ARE SUBJECT TO UNITED STATES, UNITED NATIONS, EUROPEAN UNION OR SIMILAR TRADE SANCTIONS/EMBARGOES.
THE SDK LICENSE GRANTED UNDER THIS LICENSE AGREEMENT MAY BE USED FOR THE DEVELOPMENT AND TESTING OF COMMERCIAL PRODUCTS, APPLICATIONS, RUN-TIME COMPONENTS, USER INTERFACES AND/OR SOFTWARE UNDER THE DISTRIBUTION AND RESALE AGREEMENT. SLB SHALL HAVE THE SOLE RIGHT TO CLASSIFY WHETHER ANY COMMERCIAL PRODUCT, APPLICATION, RUN-TIME COMPONENT, USER INTERFACE AND/OR SOFTWARE DEVELOPED USING THIS SDK SHALL BE MADE COMMERCIALLY AVAILABLE BY SLB OR YOU.
THIS SOFTWARE DEVELOPMENT KIT LICENSE AGREEMENT CONSTITUTES A BINDING LEGAL AGREEMENT BETWEEN SLB AND LICENSEE.
1. Definitions.
1.1. Agreement or License Agreement: this
Software Development Kit License Agreement, in its current version and as
amended by SLB from time to time.
1.2. API: an
application programming interface.
1.3. Developer
Module(s): the product, application, run-time component, user
interface, software or service developed by Licensee using any portion of the
SDK and any copies, modifications, improvements, enhancements or derivative
works of such Developer Module(s).
1.4. Development
Product(s): the original and all whole or partial copies of the
development versions of SLB software for use by Licensee for developing
Developer Module(s), including machine-readable instructions, data, components,
files, modules, content (such as images, text or pictures), and Documentation
related thereto.
1.5. Documentation: manuals,
handbooks, and other publications, and any related updates, related to the SDK
in whatever form made available to Licensee.
1.6. Effective
Date: the date on which the Software Development Kit License Agreement
is downloaded and/or otherwise accessed by Licensee.
1.7. End
User: the individual using a Developer Module for normal and customary
business purposes.
1.8. Intellectual Property: all
trademarks or trade names (whether common-law or registered), logos, icons,
patents, mask works, 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.
1.9. Licensee: the person
downloading/installing the SDK License Agreement and using the SDK, or the
person, company or legal entity on behalf of which such person
downloads/installs the SDK License Agreement and uses the SDK, in each case
other than SLB.
1.10. Losses: any damages, fines,
penalties, deficiencies, losses, liabilities (including settlements and
judgments), costs or expenses (including interest, court costs, reasonable fees
and expenses of attorneys, accountants, experts and other professionals or
other reasonable fees and expenses of litigation, mediation, arbitration or
other actions or proceedings or of any claim, default or assessment).
1.11. Party: SLB or Licensee; Parties: SLB and Licensee.
1.12. SLB: the legal entity specified in the
Quotation or in the absence of such, if Customer is located in: (i) United
States, then the legal entity is Schlumberger Technology Corporation; (ii)
Canada, then the legal entity is Schlumberger Canada Limited; (iii) France,
then the legal entity is Services Petroliers Schlumberger; or (iv) any other
country, then the legal entity is Geoquest Systems B.V.
1.13.
SLB Marks: SLB trade names, trademarks, service marks, company
names or other trade designations or logos.
1.14. Software
Development Kit or SDK: as provided by SLB, any Third-Party
Development Product(s) and any other software or materials provided by SLB
hereunder that may be used to create a Developer Module.
1.15.
Third Party Development Product(s): the original and all whole
or partial copies of the development versions of the third party software
products which are bundled with the SDK, including machine- readable
instructions, data, components, files, modules, content (such as images, text
or pictures), and, if provided, Documentation and upgrades related thereto.
2. Scope of Use
2.1. Subject to complying with this Agreement, Licensee is granted a revocable, non-exclusive, non-transferable, non-sub-licensable, development license to download, install and use the SDK only as expressly authorized herein.
2.2. The SDK licensed under this Agreement may only be used for the development and testing of Developer Module(s).
2.3. Licensee is not authorized under this Agreement to use all or any part of the SDK to perform consulting services for third parties, including commercial timesharing, rental or service bureau use.
2.4. For any Developer Module(s) generated under this Agreement, Licensee hereby agrees to use the API's in the manner prescribed in the SDK Documentation.
3. Limitations on Use
3.1. SLB reserves all other rights that are not specifically granted to Licensee. For the avoidance of doubt, except as otherwise expressly provided under this Agreement, Licensee is not authorized and may not encourage or authorize any third party to do any of the following:
3.1.1. create a Developer Module for the purpose of any type of direct or indirect commercial, trade or distribution purpose of any kind that is not provided through SLB-approved methodologies, including but not limited to the sale, consulting, rental and leasing of such Developer Modules outside of SLB-approved methodologies;
3.1.2. rent, lease, lend, sub-license or otherwise distribute or assign Licensee's rights in the SDK, including but not limited to assigning or sub-licensing Licensee's rights to use the SDK to third parties;
3.1.3. develop or create modifications, improvements and/or derivative works of all or any part of the SDK;
3.1.4. reverse engineer, decompile, decrypt, disassemble or otherwise attempt to derive the source code of all or any part of the SDK or Development Products except and only to the extent allowed by this Agreement or required by law;
3.1.5. display or publish all or any part of the Development Products, SDK or Documentation in any manner except as provided herein;
3.1.6. separate out or use the Third-Party Development Products independent of the Development Products;
3.1.7. use the Development Products or the Third-Party Development Products to develop a product, application, run-time component, software or service that runs independent of any product of SLB;
3.1.8. obtain unauthorized access to restricted elements of the SDK or modify or disable or otherwise "crack" any feature incorporated in the SDK, including by bypassing security features associated therewith;
3.1.9. create Developer Modules that operate to impair or destroy the operability of any component of SLB hardware and/or software;
3.1.10. combine or use all or any part of the SDK in combination with any software licensed under the GNU General Public License or any other license or lease in any manner that would cause, or could be interpreted or asserted to cause, all or any part of the SDK to become subject to the GNU General Public License or such other license or lease; and
3.1.11. use the SDK in a manner contrary to the Documentation.
3.2. If Licensee violates this Agreement, Licensee's rights of use of the SDK immediately expire and Licensee agrees to immediately discontinue its use of the SDK and immediately remove or destroy, all copies of the SDK and Documentation.
3.3. Licensee acknowledges that the SDK may now or in the future contain security devices for the protection of such features and/or for the protection of Development Products.
4. Back-up Copies
4.1. Licensee is permitted to make one archival copies of the SDK unless otherwise permitted by applicable national and international copyright law. Any copies of Software or Documentation that Licensee makes must retain all original copyright, patent, and proprietary rights notices.
4.2. Licensee must systematically protect and back-up all material associated with the SDK and its related Documentation in accordance with industry standards so as to protect its confidentiality.
4.3. Licensee acknowledges and agrees that it is solely responsible for each Developer Module. Licensee further acknowledges and agrees that SLB shall not be responsible for any Losses with respect to a Developer Module, and that nothing in this Agreement entitles any End User to seek support directly from SLB. SLB will not provide support for any Developer Module. SLB makes no commitments, covenants, representations, warranties or indemnities of any kind, whether express or implied, with respect to any Developer Module, and SLB will not be responsible for any Losses with respect to the Developer Module.
5. Ownership of Intellectual Property
5.1. SLB acknowledges that any Developer Module(s) developed by Licensee under this Agreement are not derivative works of the SDK, and all title, ownership and Intellectual Property rights in and to the Developer Module(s) will vest and remain exclusively with Licensee. Notwithstanding the foregoing, SLB has the sole right to determine whether a Developer Module may be provided commercially to any End User, including via any SLB approved methodologies (e.g., on-prem, via cloud, etc.).
5.2. The SDK is licensed and is not sold. All title, ownership and Intellectual Property rights in and to all and any part of the SDK and any copies, any modifications, improvements, enhancements or derivative works of all or any part of the SDK (including any that Licensee makes, except for derivative works created by the use of the SDK functionality), will vest and remain exclusively with SLB and/or its licensors.
5.3. Licensee agrees that SLB, in its sole discretion, may incorporate and use (including distribution in source or object code form under a commercial, or other license) any and all feedback or guidance Licensee provides regarding all or any part of the SDK ("Feedback"). By submitting any Feedback, Licensee hereby assigns to SLB all rights, title and interest in and to such Feedback.
5.4. Licensee acknowledges that SLB is in the business of developing software, including its own software based on the SDK, and is in the business of licensing the SDK to third parties so that they can create software that will interface with SLB's proprietary software. Licensee agrees that nothing Licensee creates using the SDK will in any way restrict or limit SLB's rights to use the SDK or other SLB software, including the right to create software that is the same as or similar to the Developer Module(s). TO THE GREATEST EXTENT PERMITTED UNDER APPLICABLE LAW, LICENSEE INDEMNIFIES AND DISCHARGES SLB FROM ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, OBLIGATIONS, DAMAGES, COSTS AND LIABILITIES, IN EACH CASE OF EVERY KIND AND NATURE, WHETHER OR NOT KNOWN, SUSPECTED OR UNKNOWN, RESULTING FROM, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SLB'S CREATION OF SOFTWARE THAT IS THE SAME AS OR SIMILAR TO THE DEVELOPER MODULE(S) AND THE DISTRIBUTION AND USE THEREOF, WHETHER ALONE OR IN COMBINATION WITH OTHER SOFTWARE.
6. Disclaimer of Warranties
6.1. ALL AND ANY PART OF THE SDK IS PROVIDED OR MADE AVAILABLE "AS IS", "WITH ALL FAULTS" AND WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND. AGORA DOES NOT REPRESENT OR WARRANT THAT LICENSEE'S USE OF THE SDK WILL BE UNINTERRUPTED OR ERROR-FREE. LICENSEE EXPRESSLY AGREES THAT LICENSEE'S USE OF ALL OR ANY PART OF THE SDK IS AT LICENSEE'S SOLE RISK. SLB MAKES NO REPRESENTATIONS OR WARRANTIES AND, TO THE GREATEST EXTENT PERMITTED UNDER APPLICABLE LAW WITHOUT THE POSSIBILITY OF CONTRACTUAL WAIVER, HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO ALL AND ANY PART OF THE SDK AND ANY OTHER SUBJECT MATTER OF THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, TIMELINESS, COMPLETENESS OR QUIET ENJOYMENT.
7. Default and Remedies
7.1. Licensee will be in material breach for failure to perform any material obligation of the Agreement, including but not limited to failure to comply with the Scope of Use in section 2 and any breach of SLB's Intellectual Property rights.
7.2. In the event Licensee commits any breach of this Agreement, Licensee's rights granted under this Agreement shall immediately terminate. Additionally, the Parties agree that breach of this Agreement could cause SLB irreparable harm and that SLB will be entitled to seek immediate injunctive relief from a court of competent jurisdiction, to prevent such harm.
7.3. Upon termination of this Agreement, Licensee must immediately discontinue Licensee's use of all or any part of the SDK and immediately remove, return or destroy all copies of the SDK.
8. Limitations on Liabilities and Indemnities
8.1. Licensee will protect, indemnify, hold harmless and defend SLB of and from any loss, cost, damage, or expense, including attorneys' fees associated with disputes, infringements, or lawsuits associated with its Developer Modules.
8.2. To the fullest extent permitted by law, Licensee agrees that neither Licensee nor any third party may recover from SLB any special, punitive, incidental, indirect or consequential damages, including any damages of or resulting from:
8.2.1. loss of use;
8.2.2. loss of data;
8.2.3. loss of revenue, profit, anticipated profit or loss of business;
8.2.4. loss of investment; or
8.2.5. cost of substitute software or services; whether arising out of or in
connection with the performance of the SDK, regardless of the form of action upon which a claim for such damages may be based, whether in contract, tort (including negligence), strict product liability or any other legal or equitable theory. These limitations apply even if repair or replacement for the SDK does not fully compensate Licensee for any losses and regardless of: (i) whether SLB knew of or should have known about the possibility of damages; and/or (ii) if any limited remedy fails in its essential purpose.
8.3. Licensee acknowledges that the SDK is designed and intended for use only in accordance with the Documentation. Any other use may result in defects, errors or damage to the SDK or to data, including loss of data or to hardware. SLB shall have no liability or obligation to Licensee for such defects, errors or damage to the SDK, data or hardware attributed to such use.
8.4. Licensee agrees to indemnify, defend and hold SLB harmless from and against any losses that are suffered, sustained or incurred by SLB, or to which SLB becomes subject, as a result of or arising from (i) Licensee's use of the SDK, or (ii) Licensee's violation of the Agreement, applicable laws and any third party's intellectual property or other proprietary rights.
9. Compliance with laws.
Licensee has been licensed to use the SDK in the country where it was initially downloaded by Licensee. Licensee will not allow access or use of the SDK by users from Cuba, North Korea, Syria, Iran or other countries that are subject to United States, United Nations, European Union or similar trade sanctions/embargoes. Licensee is responsible for complying with all applicable laws and regulations including data transmission, storage, processing, privacy, security breaches, data residency, import/export controls, and international sanctions. Licensee's violation of applicable export or trade control regulations will result in the automatic termination of this Agreement and all rights to use the SDK. The exportation to or use of the SDK in Cuba, North Korea, North Sudan, Syria, Iran or other countries that are subject to United States, United Nations, European Union or similar trade sanctions or embargoes is prohibited.
10. Publicity and Use of Logos
Nothing contained in this Agreement shall be construed or understood to grant to Licensee the right to use any SLB Marks unless authorized by SLB in writing and in compliance with any guidelines SLB may provide regarding the proper use of such SLB Marks. SLB reserves the right to demand that Licensee stop using any SLB Mark at any time for any reason, and Licensee hereby agrees that it shall immediately comply.
11.Governing Law, Venue and Arbitration
Any controversy or claim arising out of or relating to this Agreement or any breach thereof, will be settled by arbitration to be held in the English language in accordance with the commercial arbitration rules of the American Arbitration Association under its Commercial Arbitration Rules (for Agreements entered into in the United States) or the London Court of International Arbitration (for Agreements entered into outside of the United States). Any award rendered by the arbitrator(s) may include costs against either Party and may be entered into a court of competent jurisdiction for enforcement, subject to limitations of liability articulated in this Agreement. The arbitrators must issue a final award no later than twelve (12) months after a demand for arbitration is filed.
When SLB is Schlumberger Technology Corporation, the laws of the State of Texas, USA, without regard to its choice of law provisions, will govern all disputes and/or claims arising out of or in connection with this Agreement including subject matter, formation, and non-contract disputes and/or claims. Disputes and/or claims under the laws of the State of Texas, USA, will be addressed in Harris County, Texas, USA.
When SLB is not Schlumberger Technology Corporation the laws of England and Wales will govern any dispute and/or claim arising out of or in connection with this Agreement, including subject matter or formation, as well as any non-contract disputes and/or claims arising in connection with the subject matter of this Agreement. Disputes and/or claims under the laws of England and Wales will be addressed in London, England.
12. Assignment
SLB may assign this Agreement and any of its rights and obligations under this Agreement to any of its affiliated company or to its successor in interest in the event of a merger, corporate reorganization, or sale of all or substantially all of its assets relating to its business to which this Agreement pertains. SLB may assign its rights and obligations in Third Party Development Product(s) to the third-party owners of such Third-Party Development Product(s).
13. Force Majeure
Neither Party will be responsible for delays or failures in performance resulting from events or circumstances beyond the control of such Party and which, by the exercise of due diligence of such Party, could not have been reasonably avoided. Such events will include acts of God, acts of terrorism, strikes, lockouts, riots, acts of war, endemics, epidemics, pandemics, governmental acts or regulations, fires, communication line failures, power failures, and earthquakes. Force majeure cannot be used to excuse or delay any payment obligation.
14. Third Party Beneficiaries
Licensee acknowledge that the third-party software vendors of Third-Party Development Product(s) are third party beneficiaries to this Agreement and have the right to enforce the terms and conditions of this Agreement as they relate to the Third-Party Development Product(s).
15. Waiver
Waiver of any provision or right under this Agreement does not constitute a permanent waiver or forbearance of such provision or right.
16. Miscellaneous Provisions
The unenforceability of any provision of this Agreement will have no effect upon the remaining provisions, which will continue in full force and effect. Upon a determination that any term or provision is invalid, illegal or unenforceable the arbitrator may modify this Agreement to affect the original intent of the parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. The following provisions are intended to survive the termination or expiration of this Agreement: section 1, 3, 4, 5, 6, 8, 9 and 11.
Version: November 2022
