Customer and/or its Authorized User(s) accepts these SLB Online Services Terms and Conditions - Evaluations and Training ("T/Cs") on the Effective Date, together with a Quotation if applicable, to form an "Agreement" for the purpose of accessing or using SLB's Online Services for evaluation, to receive training, or on a free of charge basis. Any contrary, inconsistent, or additional provisions contained in the Customer's purchase order or other documentation is expressly rejected.
1. Definitions.
1.1. Affiliate(s): any
legal entity: (i) 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; or (ii)
specifically designated as an affiliate of either party in a Quotation.
1.2. Applicable Data Protection Laws: any law regarding
Personal Data applicable to this Agreement.
1.3. Authorized
Users: natural person designated by Customer to have access to the
Online Services on behalf of Customer.
1.4. Customer
Data: data, text, images, audio, video, or software uploaded to, or
created in, the Online Services by Customer or Authorized Users (or by SLB on
Customer's behalf). Customer Data does not include any information provided
through a public forum within the Online Services or any feedback or
suggestions regarding the functionality of the Online Services.
1.5.
Confidential Information: non-public and proprietary
information, including: Customer Data, the Online Services, Documentation,
information related to third party vendors that SLB works with to provide the
Online Services, information or reports related to any security processes
and/or security vulnerabilities of the Online Services, 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:
1.5.1. 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;
1.5.2. 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;
1.5.3. 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;
1.5.4. 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
1.5.5. that the
parties have entered into the Agreement.
1.6. Customer: the legal
entity or person that enters into an Agreement with SLB.
1.7.
Documentation: any document(s) or information associated with
the operation, performance, or pricing of the Online Services made available by
SLB to Customer through the Online Services. SLB may update the Documentation
from time-to-time during the term of the Agreement (e.g., as new functionality,
data, or features are made available to Customer). Documentation does not
include information published through the Online Services on forums.
1.8. Effective Date: the date SLB grants Customer and/or
Authorized Users access to the Online Services, unless agreed otherwise in
writing.
1.9. 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 through the Online Services.
1.10. Online
Services: those online services made available by SLB, that are
selected by Customer and that SLB agrees to provide to Customer, which are more
particularly described in the Documentation.
1.11. Personal
Data: any information submitted by Customer and/or Authorized User
that is directly or indirectly related to an identified or identifiable natural
person and that is processed to provide the Online Services to Customer.
1.12. Personal Data Breach: an accidental or unlawful
destruction, loss, alteration, unauthorised disclosure of, or access to,
Personal Data transmitted, stored or otherwise processed in connection with
this Agreement.
1.13. Pre-Commercial Online Services:
any part(s) of the Online Services that SLB has not approved for general
commercial release.
1.14. Quotation: the key
commercial and pricing terms provided by SLB applicable to the Online Services
(e.g., initial monthly cap, initial monthly commitment, initial subscription
term, unit price).
1.15. 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.
1.16. Security Incident: any actual damage to the
integrity or security of: (i) the Online Services available to Customer or
others; or (ii) the infrastructure or systems on which the Online Services
operate or rely upon. A Security Incident includes a Personal Data Breach and
any other unlawful or unauthorized access to any data resulting in loss,
disclosure, or alteration of the data.
1.17. Service Specific
Terms: the specific and additional terms of use applicable to a
specific product or service offered through the Online Services available at:
https://www.software.slb.com/schlumberger-online-services-service-specific-terms.
1.18. Term: the longer of (i) fourteen (14) days from
SLB granting Customer access; or (ii) the duration set out in the Quotation.
1.19. Third Party License Terms: license terms
associated with third party software that require any portion of the Online
Services to be disclosed, licensed, or redistributed to any third party.
2. Customer access to Online Services.
2.1. Subject to the terms of the Agreement
(and any applicable Service Specific Terms incorporated hereto by reference),
SLB hereby grants to Customer a non-exclusive, non-assignable,
non-transferable, limited term, right to access and use the Online Services
during the Term solely by Authorized Users for the purposes of conducting an
evaluation, test, or proof of concept of the Online Services, to receive
training, or to access and use the Online Services on a free of charge basis.
2.2. Customer shall be responsible and liable for the acts and
omissions of its Authorized Users, including any unauthorized access by third
parties caused by Customer's or its Authorized Users' loss or disclosure of
account credentials or passwords.
2.3. The Online Services may include
data, products and/or services to which separate licence terms apply and that
require acceptance by the Customer and/or an Authorized User
2.4.
Neither Customer nor any Authorized Users:
2.4.1. will use the Online Services: to
violate the rights of others (including other SLB customers or subcontractors
using the services); to stalk, harass, threaten or harm another; to pretend to
be any person or entity they are not; to post, send, transmit or otherwise make
available any unsolicited communication or any communication that may be
libellous, defamatory, disparaging, pornographic, obscene, or otherwise
illegal; to plan or engage in any illegal activity or cause harm to any person
or property; to gather or store Personal Data of any other user or customer of
the Online Services; to gain or try to gain unauthorized access to or disrupt
any service, device, data, account, or network; to distribute malicious
software; or otherwise in a way that could harm the Online Services, or impair
anyone else's use of same;
2.4.2. will copy, re-engineer, reverse
engineer, or decompile the Online Services (to the extent the same cannot be
restricted by law) or infringe or copy SLB code or content or the design of the
Online Services;
2.4.3. will perform any stress, vulnerability,
penetration, availability, performance testing on, or otherwise attempt to
access, any network, system, server, or computer hosting the Online Services or
introduce any virus or malicious software or similar into the Online Services;
or
2.4.4. will introduce into the Online Services or otherwise provide
to SLB any third party data and/or software or use the Online Services in any
manner that could impose Third Party License Terms on SLB.
2.4.5. will
reproduce, distribute, sell, or resell any Online Services in any manner or for
any purpose.
3. Fees.
3.1. Fees for access to the Online Services,
if applicable, will be set out in the Quotation. Customer will pay all invoices
issued under this Agreement within thirty (30) days of the invoice date. Fees
for the Online Services do not include any local, state, provincial, federal or
national sales, use, excise, personal property, value-added, import/export,
digital service tax or other similar taxes or duties, which may be assessed in
connection with the Online Services. If any such taxes or duties are
applicable, they will be added to SLB's invoices to Customer. If SLB must
initially pay such assessments, Customer agrees to reimburse SLB within thirty
(30) days after receipt of SLB's invoice. Taxes based upon SLB's income are the
sole responsibility of SLB.
3.2. If any tax is imposed on SLB, outside
its country of incorporation and fiscal residence, as a consequence of the
providing services under an Agreement or due to an act of the Customer that is
outside the control of SLB or due to the Customer accessing and storing the
data in a particular country, such taxes will be for the sole account of
Customer and be paid by Customer irrespective of how it is levied. Should SLB
have to pay such taxes, Customer shall promptly reimburse SLB such amounts that
eliminate any incremental tax burden on SLB due to the above stated factors.
SLB undertakes to provide the Customer documents evidencing the imposition of
such tax.
4. Term, Suspension, and Termination.
4.1. The term of the Agreement will begin on
the Effective Date and continue until the expiry of the Term, unless terminated
earlier in accordance with its terms.
4.2. SLB may immediately
terminate this Agreement or suspend access to any or all of the Online
Services: (a) for any breach of Section 2.4; (b) for any non-compliance with
laws and regulations under Section 7; (c) for any violation of SLB's
proprietary rights under Section 9; (d) for any breach of the confidentiality
provisions in Section 10; (e) if there is a Security Incident; or (f) Customer
and/or any Authorized User is or becomes subject to legal sanctions.
4.3. In addition to other remedies, 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.
4.4. On expiration or termination of an Agreement for
any reason (i) all Customer rights and access to the Online Services will
immediately terminate; and (ii) Customer will delete or return all
Documentation, SLB Confidential Information, and certify the same in writing to
SLB within thirty (30) days of the date of termination. Any rights, remedies,
obligations or liabilities of the parties that have accrued up to the date of
termination or expiration will not be affected or prejudiced.
5. Customer Data.
5.1. SLB claims no ownership rights in
Customer Data.
5.2. Customer is solely responsible for the legality,
reliability, integrity, accuracy, and quality of data that Customer or any
Authorized User provides to the Online Services or makes available to SLB.
Customer acknowledges that by granting access to Authorized Users, Authorized
Users may have the ability to export Customer Data from the Online Services.
5.3. SLB may only use Customer Data to provide the Online Services and
secure and improve products and services. SLB may only use information about
Authorized Users' interaction with the Online Services to provide the Online
Services, secure and improve SLB's products and services, and comply with its
third-party service provider's consumption reporting requests and requirements.
5.4. SLB will use cloud computing service providers and other third
party service providers in connection with the Online Services. SLB, the cloud
computing service providers, or the third party service providers may transmit,
maintain, and/or store Customer Data using third party computers and equipment
in locations around the world, including locations outside the country of
operation or incorporation of Customer, or outside the country of origin of the
Customer Data.
6. Data Privacy and Security.
6.1. SLB provides the Online Services consistent with its Privacy Statement (http://www.slb.com/about/privacy.aspx), all Applicable Data Protection laws, and the applicable security framework incorporated by reference hereto.
7. Compliance with Laws.
7.1. Customer, Authorized User, and SLB will
each comply with all laws and regulations applicable to them and related to the
provision and use of the Online Services including data transmission, storage,
processing, privacy, security breaches, data residency, import/export controls,
and international sanctions.
Customer will not allow access, use of,
or ingestion of data to the Online Services by Authorized Users:
(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
(2) in a manner which would breach any
country's data residency laws or regulations,
by any means whatsoever.
Customer's or the Customer's Authorized Users' violation of applicable
export or trade control regulations will result in the immediate suspension of
the Customer's and the Customer's Authorized Users' rights under the Agreement.
The exportation to or use in Cuba, North Korea, Syria, Iran or other countries
that are subject to United States, United Nations, European Union or similar
trade sanctions or embargoes is prohibited.
7.2. SLB will comply with
take-down notices for removing material from the Online Services pursuant to
the U.S. Digital Millennium Copyright Act, or similar applicable law. If such a
take-down notice involves material posted by Customer or an Authorized User,
SLB will notify Customer regarding the take-down notice within a commercially
reasonable time. Within fifteen (15) days after receiving notice from SLB,
Customer may provide evidence to SLB providing a legal basis to challenge the
adequacy of the take-down notice along with a request to return the removed
materials from the Online Services. Upon receipt of such request from Customer,
SLB will evaluate the evidence with the Customer to determine an appropriate
course of action. If the removed material is returned to the Online Services,
Customer will be responsible for addressing further concerns from the entity
who sent the original take-down notice to SLB.
8. Assignment
8.1. 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.
9. SLB Proprietary Rights.
9.1. All title, ownership, and right in and
to the Online Services, as well as any modifications or derivative works of the
Online Services (even if created by Customer or by an Authorized User), and any
media or infrastructure on which the Online Services is provided, remain with
SLB or its licensors.
9.2. If Customer provides SLB feedback or
suggestions about the Online Services, 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.
9.3. Except as expressly stated in Section 2.1, nothing in this Agreement
grants the Customer any rights to or in patents, know how, copyright, database
right, trade secrets, SLB's Confidential Information, trade names, trademarks
(whether registered or unregistered), or any other rights or licenses to any
portion of SLB's products, or services.
10. Confidentiality.
10.1. Each party agrees to maintain all
Confidential Information received from the other party in secrecy and
confidence during the term of this Agreement and for a period of five (5) years
after the termination or expiry thereof. 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 10.2 and 10.3 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
10.2. 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:
10.2.1. promptly notify the disclosing party
of the request;
10.2.2. reasonably assist the disclosing party in
seeking a protective order or similar remedy if the disclosing party requests
such assistance;
10.2.3. inform the disclosing party of the
Confidential Information provided to the third party; and
10.2.4.
endeavour to maintain confidentiality of Confidential Information disclosed to
the third party.
10.3. SLB may share specific information with its cloud computing service providers such as Agreement dates, scope and estimated Agreement value to facilitate the provision of the Online Services, including enabling joint support operations and resource planning between SLB and its cloud computing service provider, provided that such cloud computing service provider shall be bound by confidentiality obligations no less stringent than those herein.
11. Disclaimer.
11.1. THE ONLINE SERVICES ARE DELIVERED "AS-IS" AND "AS-AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW SLB DISCLAIMS AND EXCLUDES ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, AND ALL OTHER TERMS OF ANY KIND WHATSOEVER IMPLIED BY STATUTE, REGULATIONS, DIRECTIVES, OR COMMON LAW, INCLUDING:
11.1.1. ALL WARRANTIES OR CONDITIONS OF
QUALITY, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE,
AND ALL WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF
PERFORMANCE, OR USAGE OF TRADE;
11.1.2. THAT THE USE OR ACCESS TO THE
ONLINE SERVICES WILL BE TIMELY, UNINTERRUPTED, ERROR-FREE, COMPLETE, SECURE, OR
WILL MEET CUSTOMER REQUIREMENTS OR EXPECTATIONS;
11.1.3. THAT
INFORMATION OR INTERPRETATIONS OBTAINED OR DERIVED FROM THE ONLINE SERVICES ARE
ACCURATE, COMPLETE OR RELIABLE;
11.1.4. THAT THE ONLINE SERVICES WILL
BE FREE FROM LOSS, CORRUPTION, ATTACK, MALICIOUS CODE, INTERFERENCE, HACKING,
OR OTHER INTRUSION; AND
11.1.5. ANY USE OF THE ONLINE SERVICES
CONTRARY TO SLB'S DOCUMENTATION, OR MODIFICATION, ALTERATION, OR INTERFACE WITH
THE ONLINE SERVICES BY ANYONE OTHER THAN SLB.
11.2. With respect to the Pre-Commercial Online Services:
11.2.1. Access to any Pre-Commercial Online Services is provided subject to the same terms as the Online Services set out herein in addition to the following:
11.2.1.1. SLB makes no commitment to release
the Pre-Commercial Online Services as a commercial offering and makes no
warranty or representation that the Pre-Commercial Online Services will have
been tested for Customer use; and
11.2.1.2. the existence and/or use
by Customer of the Pre-Commercial Online Services will be deemed Confidential
Information under this Agreement.
12. Customer Indemnification.
12.1. Customer will indemnify, defend, and hold harmless SLB and SLB's officers, directors, employees, agents, successors and assigns, and SLB's Affiliates from and against any and all losses incurred in connection with any claim, suit, action, or proceeding that arises out of or relates to (i) Customer Data; (ii) Customer's use of the Online Services; (iii) any breach of Customer's obligations set out in Section 2 and/or Section 7; and (iv) any Security Incident caused by Customer and/or any Authorized User.
13. Limitation of Liability.
13.1. SLB's aggregate liability to Customer and its Authorized Users for all claims whether in contract, tort (including negligence), for breach of statutory duty or otherwise arising out of or in connection with an Agreement shall be limited to $100.00. Nothing in this Section 13 shall 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.
13.2. 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 SHALL 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 RIG TIME OR OTHER BUSINESS INTERRUPTION; (V) COST OF SUBSTITUTE SOFTWARE OR SERVICES, OR THE PROCUREMENT THEREOF; (VI) LOSS OF DATA; AND/OR (VII) LOSS, DAMAGE, CORRUPTION, OR REPLACEMENT OF COMPUTING SYSTEMS DATA.
14. Governing Law, Venue. 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.
15. Publicity. Neither party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other Party, except as required by law or any court or other authority of competent jurisdiction.
16. Third Party Rights. The 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.
17. 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 cloud service providers; Security Incidents and/or third-party attacks, including but not limited to distributed denial of service, directed attacks targeting SLB or in any way impacting the Online Services, etc.; 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.
18. Relationship of the Parties. The relationship between the parties is that of independent entities. Nothing contained in this Agreement shall 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.
19. 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.
20. Notices. Notices expressly required under this Agreement will be in writing, (a) sent electronically to the other party's email address, or (b) sent physically 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.
21. 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 shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
22. 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. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto.
Version: November 2022
