SLB Online Services - Service Specific Terms

A. Developer Portal

1. Definitions.

a. API Data: SLB-provided content, images, photographs, illustrations, icons, texts, video, audio, written materials, software or other content, materials, or data in the Online Services made available via an API. API Data will be considered Confidential Information.

b. API Key: an access identifier utilized to access or use an API.

c. Customer Application: any application developed by Customer utilizing the DDT and/or API Data.

d. DDT or DELFI Development Tools: information about one or more application programming interfaces (referred to hereinafter singly as an“API” or collectively as “APIs”) accessible as part of the Online Service, as well as any ancillary materials provided by SLB related thereto including but not limited to any software, source code, software development kit, hardware, Documentation and/or additional information

2. Customer Obligations and Restrictions.

a. Customer will access a DDT only using the API Key that is provided by and authorized by SLB.

b. Customer will access and interact with a DDT only using corresponding methodologies approved by SLB and consistent with SLB's Documentation.

c. Customer will keep any API Key secure and is responsible for any use of a DDT or Online Services using any API Key.

d. Customer will not: (i) distribute, license, sell, rent, lease, deal in or encumber (like a guarantee, mortgage or security interest, for example), or otherwise provide any third party unauthorized access to the DDT; (ii) modify, add to, or otherwise enhance the DDT; (iii) except as strictly necessary for Customer to use the DDT with the Customer Applications in a manner (and for such purposes) that comply at all times with the Agreement, copy, re-engineer, reverse engineer, or decompile the API (but only so far as the same cannot be restricted by law); (iv) stress test, vulnerability test, penetration test, availability test, performance test, or probe the functioning, operation, or security of the DDT or any part thereof, but only so far as the same cannot be restricted by law; (v) infringe or copy SLB code or content or the design of the Online Services; (vi) display or publish all or any part of the DDT or API Data in any manner except as provided herein; (vii) separate out or use the DDT or API Data independent of the Online Services; (viii) utilise the DDT or API Data to develop a product, application, run-time component, software or service that runs independently of the Online Services; (vii) conceal, modify, remove, destroy, or alter in any way any of the SLB proprietary markings on, in, or provided by the DDT, API Data, or any related materials and documentation; or (viii) utilise any DDT or API Data in such a way that would compromise the security, availability, uptime, or operation of the Online Services. Customer acknowledges that SLB may make changes to the Online Services which may not be compatible with Customer Applications. SLB disclaims any and all liability for any adverse impact such changes may have on Customer Applications.

e. Customer shall be solely responsible for any cost related to increased usage of the Online Services by Customer when utilizing the DDT, API Data or Customer Applications.

3. Customer access to the DDTs and API Data.

a. Unless otherwise provided, Customer's use of the DDT and API Data is on a concurrent user basis limited to access from the specific geographic areas provided within the Quotation

b. In the event of a breach of the terms of the Agreement by Customer, Customer's rights to use the DDT and the API Data will automatically terminate, and SLB may shut down or restrict Customer's access to the DDT. Otherwise, this licence will continue until terminated in accordance with the terms of the Agreement or a Quotation. SLB hereby grants to the Customer a limited, non-exclusive, revocable, and non-transferable licence to copy, display, view, and use the API Data for developing Customer Applications for internal business use, provided that Customer will not: (i) create permanent copies of the API Data except to the extent permitted by the terms of the Agreement; (ii) remove, alter, or cover up any trademark, copyright and other proprietary notices contained in the API Data; (iii) without SLB's prior written consent, make derivative works of, commercially distribute, or otherwise exploit the API Data; (iv) use the Online Services or any API Data in a way that misrepresents or embellishes the relationship between Customer and SLB or SLB licensors; or (v) otherwise use or exploit the API Data in any way for any purpose except as specifically permitted by the Agreement or a Quotation.

4. SLB's rights.

a. Customer grants SLB a royalty-free, perpetual, irrevocable, non-exclusive, transferable licence to use, reproduce, modify, publish, edit, translate, distribute, perform and display any content or material that Customer provides to SLB through the DDT including end user content or material, as well as to use any data or analytics generated from same, subject to the terms of the Agreement.

b. SLB has the right at any time to monitor information about the Customer's use of the DDT, API Data, and Customer Applications to ensure that the Customer is complying with terms of the Agreement.

c. Except for Customer's right to use the DDT, Online Services and API Data as specifically granted above, all title, ownership, and right in and to the DDT, Online Services, and API Data vest and remain with SLB.

d. If Customer acquires or is deemed to acquire any rights in any portion of an DDT, the Online Services, or API data (for example, any ownership or licensing rights in any form, including in trademarks, patents, copyright, designs, domain names and rights in software), Customer shall transfer all ownership in such acquired rights (both existing and future) with full title guarantee to SLB or its nominee. Customer shall sign all documentation and perform any action as SLB deems necessary to transfer those rights.

e. SLB has the right, at any time, to analyse the Customer Application and/or provide the Customer Application to a third party to analyse whether said Customer Application: (i) includes data and/or software that could impose Third Party License Terms on the Online Services; (ii) includes data and/or software that is associated with an actual or potential security vulnerability; (iii) includes data and/or software that is considered malicious such as, and not intending to be limiting, a virus; (iv) includes data and/or software that may infringe any third party rights; (v) may result in any Personal Data Breach or other breach of the Online Services; (vi) violate any law and/or regulation applicable to Customer or the Customer Application related to the provision and use of the Online Services; or (vii) would otherwise breach any Section of the Agreement. SLB shall have the explicit right to revoke any access to DDTs, Customer Application, and/or the Online Services in response to discovering any of the foregoing of this Section.

5. Warranties.

a. Customer represents and warrants that it has all rights and has obtained all licences required for it and Schlumberger to provide, utilize, analyse, and distribute the Customer Application that it develops.

b. THE DDT AND API DATA ARE PROVIDED 'AS IS'. SLB DISCLAIMS THAT ANY DDTS OR API DATA WILL BE COMPATIBLE WITH THIRD PARTY SOFTWARE OR EQUIPMENT. SLB EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS AND ALL OTHER TERMS OF ANY KIND WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE IN CONNECTION WITH THE DDTS AND/OR API DATA.

A. Professional Services (office based).

1. Definitions.

a. Deliverables: reports, presentations, reservoir models, processed/rendered seismic data and/or other documentation, and the media on which it is delivered, as identified in the Statement of Work.

b. Personnel Services: personnel or professional services, including Training Services, provided by SLB as part of, on in conjunction with, the Online Services.

c. Statement of Work: a proposal, quotation or statement of work setting out the scope of the Personnel Services to be provided by SLB.

d. Training Services: training courses regarding the Online Services.

2. Where SLB provides Personnel Services under the Agreement the following additional terms and conditions will apply:

a. SLB will provide the Personnel Services as described in the Statement of Work. SLB may use Customer Data to the extent necessary to provide the Personnel Services.

b. The Personnel Services will be performed in a professionally competent and workmanlike manner. As a sole and exclusive remedy, and provided Customer is up to date in the payment of fees, SLB will re-perform or, at SLB's option, provide Customer a pro-rata refund for any part of the Personnel Services that do not comply with the Statement of Work so long as the non-compliance is brought to SLB's attention within thirty (30) days of performance. EXCEPT FOR THE FOREGOING WARRANTY, SLB EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS AND CONDITIONS AND ALL OTHER TERMS OF ANY KIND WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF ACCURACY, MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, IN CONNECTION WITH THE PERFORMANCE OF THE PERSONNEL SERVICES, INTERPRETATIONS, OR USE OF ANY DELIVERABLES.

c. Customer acknowledges that SLB's performance of the Personnel Services is dependent on Customer's performance of its responsibilities and dependencies (collectively "Customer Dependencies"). SLB will not be liable for any failure or delay in the performance of the Personnel Services to the extent such failure or delay is caused by Customer's failure to fulfil any Customer Dependencies.

d. If Deliverables are provided as part of the Personnel Services, SLB grants Customer a non-exclusive, non-transferrable, non-assignable licence, limited right to use the Deliverables for internal business purposes. Save for the foregoing, all title, ownership, and right in and to the Deliverables and the Personnel Services, as well as any modifications or derivative works thereof, vest and remain with SLB or its licensors. If Customer provides SLB feedback or suggestions about the Personnel 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.

e. Except with the written consent of SLB, Customer will not solicit the employment of any SLB employee involved in the Personnel Services until not less than one (1) year has elapsed from the receipt of the final invoice for the Personnel Services.

f. Without written permission from SLB, Customer may not copy, duplicate, record, redistribute, sell, store in a retrieval system, or perform any of the SLB materials and/or presentations used or provided during Training Services.

g. For any data provided to Schlumberger:

i. Customer warrants and represents that it owns or has the right: (i) to disclose such data free of any legal or contractual encumbrances; and (ii) to permit Company to access, use, process, and, if necessary or expedient to provide the Personnel Services, transfer across international borders, such data.

ii. Customer shall only provide copies of data and agrees that Customer shall retain all originals and/or backup copies. In no event shall SLB be liable to re-accomplish data. For the purposes of this agreement, "re-accomplish" includes obtaining data by means of re-drilling or re-logging a well or reshooting a seismic line or survey.

B. Field Services (non-office based, wellsite/field-based services)

a. For any personnel services at field sites, unless agreed otherwise, the SLB General Terms and Conditions for provision of oilfield services will apply.

C. Edge Device Services (non-office based, wellsite/field-based services)

1. Definitions.

1.1. Edge Device:The edge device and portions of the related software stored or executed in the Installation Location.

1.2. Personnel Services : means implementation services, technical support services, managed data transmission from Installation Location to cloud, data analytics, computing, and other personnel services provided by SLB or its contractors.

1.3. Authorized Users: natural persons designated by Customer to have access to the Online Services and/or Edge Device on behalf of Customer.

1.4. Delivery Location: The Customer's desired delivery location for Edge Device and services. For offshore operations, it will be the nearest land terminal for offshore departure to Installation Location or the related facility as agreed between the parties.

1.5. Installation Location: The site or facility identified in the Quotation where the Edge Device will be installed and utilized by Customer and which fulfills the requirements as set out in the Quotation or, if not specified, the site or facility mutually agreed to by Customer and SLB.

1.6. For the purposes of services covered by this Edge Terms, the definition of Online Services will include Edge Device(s) and Personnel Services.

2. Provision of the Edge Devices and related services. Subject to compliance with the Agreement, SLB will provide Edge Device(s) and Professional Services to the Customer as specified in the applicable Quotation. Customer will use Edge Devices and Professional Services in accordance with the Documentation and as specified in the Agreement(s).

3. Customer obligations

3.1. Edge Device

3.1.1. Customer shall provide SLB with all information, assistance, and materials as reasonably required for SLB to activate and operate Edge Device for Customer.

3.1.2. Customer shall keep the Edge Device in its possession and not alter, modify, or make any technical adjustments or attempt to repair the Edge Device without the prior written consent of SLB; and keep and maintain the Edge Device in good operating condition, except normal wear and tear.

3.1.3. Customer shall immediately notify SLB in writing, of any loss or damage to the Edge Device and on demand to reimburse SLB in respect thereof within thirty days of occurrence, during which time SLB will continue to charge the Fees until such payment is received;

3.1.4. Customer shall use reasonable efforts to maintain appropriate safety and security systems and procedures to prevent unauthorized access or damage to the Edge Device, SLB's Systems, and Customer Data.

3.2. Personnel Services

3.2.1. Customer, having superior knowledge of each Installation Location and the conditions surrounding them, will ensure each Installation Location meets the requirements as provided in the Quotation(s) or Documentation and provide SLB with all necessary information, assistance and materials to enable SLB to perform the Personnel Services safely and efficiently.

3..2.2. Customer shall obtain all necessary consents and permissions, and facilitate the provision of the necessary data from any third parties in order that SLB can provide the Edge Device and Personnel Services.

3.2.3. Customer shall permit access, upon notice, and provide SLB personnel, at no charge, with suitable accommodations, logistical support, all necessary power, air conditioning, and other considerations required to install, test, operate, maintain, and/or repair the Edge Device located at an Installation Location(s), including all related transportation;

3.2.4. Customer shall provide all offshore or other remote transportation from the helipad, port, or Delivery Location to Installation Location(s) for the installation, operation, testing, maintenance, repair, and removal of the Edge Device and to obtain all necessary permits associated with such transportation; and

4. Termination and Suspension

4.1. On expiration or termination of an Agreement for any reason:

4.1.1. All Customer rights and access to the Edge Device will immediately terminate and the Customer Group shall immediately cease use of Edge Device;

4.1.2. Customer Data will be deleted from the Edge Device;

4.1.3. Customer agrees to pay:

4.1.3.1. for all Edge Device and Personnel Services delivered under the Agreement up to the termination date; and

4.1.3.2. . all decommissioning costs of dismantling and returning Edge Device to SLB's premises, the decommissioning costs include, but are not limited to, SLB's personnel charges, travel expenses, accommodation, subsistence, standby time, and Edge Device removal and transportation costs, and any fees paid by SLB for the termination of leases or other agreements entered to allow for the performance of the Edge Device and Personnel Services to Customer.

4.1.3.3. all documented costs, charges, and expenses incurred by reason of termination, including all costs, charges, and expenses incurred in ascertaining the whereabouts of Edge Device.

4.1.4. Customer shall immediately return Edge Device to the SLB's premises as specified in the Quotation or, if not specified, SLB's location, site, or facility that is mutually agreed to by Customer and SLB. If Customer fails to return Edge Device by the fifteenth day of the month following the expiration or termination of the Term, the Term will be automatically extended for thirty-day periods (each such period and "Extension Term") until Edge Device is returned to SLB's premises. Any charges, Fees, and payments are subject to a price escalation at SLB's discretion, to be effective on the first day of each Extension Term, unless as otherwise agreed by SLB and Customer.

5. Compliance with Health, Safety, Security, and The Environment

5.1. Prior to the commencement of the Personnel Services, Customer agrees to provide SLB with Customer's safety rules and regulations and all necessary safety equipment and security at the Installation Location, including all safety equipment required by applicable law, at the Installation Location.

5.2. SLB agrees to observe and abide by Customer's safety regulations while at the Installation Location to the extent it does not contradict SLB's safety rules. SLB shall at any time have the right to suspend the Personnel Services , if in SLB's sole opinion, unsafe conditions exist or if operations requested by Customer are deemed to be unsafe or may create a quality or safety incident. Such suspensions shall not entitle the Customer to any compensation.

5.3. If any SLB personnel are injured or become ill at the Installation Location, Customer shall ensure that such personnel receive proper medical attention and shall arrange and pay for the transportation of such personnel to the nearest hospital or international airport, as appropriate.

6. Title and Risk of the Edge Device

6.1. Customer shall bear all risk of loss or damage to the Edge Device from any cause whatsoever commencing upon its delivery to the Delivery Location until the return of the Edge Device to SLB's premises. SLB reserves all rights to charge Customer the full replacement cost of the Edge Device plus all resulting associated expenses in the case of loss or damage to the Edge Device. Title of the Edge Device shall remain with SLB.

6.2. Customer shall not allow any liens, charges, or encumbrances or other claims ("Liens") to attach to the Edge Device. If a Lien is attached to Edge Device, Customer will promptly release or discharge same and shall release, indemnify, defend, protect, and hold harmless SLB against any losses caused thereby.

7. Liability and Indemnity

7.1. Personnel

7.1.1. SLB shall be responsible for and agrees to waive, release, protect, defend, indemnify, save and hold harmless Customer from and against any and all claims for personal/ bodily injury, illness, and/or death of any member of SLB arising directly or indirectly, out of or in connection with the performance or nonperformance of the Agreement.

7.1.2. Customer shall be responsible for and agrees to waive, release, protect, defend, indemnify, save and hold harmless SLB from and against any and all claims for personal/ bodily injury, illness, and/or death of any member of Customer arising directly or indirectly, out of or in connection with the performance or non-performance of the Agreement.

7.2. Property

7.2.1. SLB shall be responsible for and agrees to defend, indemnify, protect and hold harmless Customer from and against any and all claims for damage to, and/or loss or destruction of, any property of any member of the SLB arising directly or indirectly, out of or in connection with the performance or non-performance of the Agreement.

7.2.2. Customer shall be responsible for and agrees to defend, indemnify, protect and hold harmless SLB from and against any and all claims for damage to, and/or loss or destruction of, any property of any member of the Customer arising directly or indirectly, out of or in connection with the performance or non-performance of the Agreement.

A. Real Time Cloud Solutions

1. Definitions.

a. Online Services: Real time cloud related solutions made available by SLB that SLB agrees to provide to Customer, which are more particularly described in the Documentation and the related Quotation. Includes (but not limited to) the following cloud solutions:

i. Wellbarrier

ii. DrillOps

iii. Agora Cloud

iv. IDS DataNet

v. Live Product

vi. Drilling Insights

b. Customer Data: Includes Oilfield Data but excludes EHCII data.

c. Equipment, Health, Conditions, Index and Interaction Data ("EHCII Data"):

i. data related to Equipment operation, performance, and health including the conditions in which the Equipment is deployed. The data is normally generated automatically by sensors in the instruments themselves.

ii. all data that is aggregated at the rig that supports the delivery of Services such as surface parameters, meta-data used to configure the system that identifies an object and metadata about a wellbore (i.e. well name, longitude/latitude, BHA, mud properties).

iii. data related to how an Authorized User interacts with software or tools, including what workflows/variables and UI elements are selected. It may include general information about how values were changed by user (increase/decrease).
iv. does not include Oilfield Data

d. Oilfield Data: is geological, geophysical and petrophysical data related to an onshore or offshore subsurface reservoir holding hydrocarbons acquired through oilfield services (e.g., seismic, logging, etc.), the processing and interpretation of which can reveal the properties of the reservoir (fluids content, rock formation, etc.), as well as data relating to the size and performance of the oilfield (reserves, rate of production, rate of depletion, etc.).

e. Real Time Data Transmission: The streaming of data for a particular well from the Site (location in the field where the rig is) to the Online Services.

2. Termination

a. Section 6.5.2 is amended to as follows:

On expiration or termination of an Agreement for any reason, Schlumberger has no obligation to store Customer Data ninety (90) days beyond the expiration or termination date. Personal Data remaining in the Online Services will be deleted.

Due to the nature of a cloud offering, Customer Data and/or Personal Data may persist in the Online Services environment for up to 180 days following deletion, but only as part of its archiving, indexing and backup systems. During this period Schlumberger will not use such data for any purpose other than archiving, indexing and backup.

Parties may mutually agree on a separate agreement for storage services involving Customer Data and Personal Data for a fixed amount of time and related fees. The related obligations of parties shall be agreed in that agreement.

B. DrillOps

The Real Time Cloud Solutions terms applies except or in addition to the following:

a. Section 6.5.2 is amended to as follows:

On expiration or termination of an Agreement for any reason, Schlumberger shall retain Customer Data on the Online Services for at least ninety (90) days after the Real Time Data Transmission from a particular well has ended. If the Customer requires Schlumberger to retain Customer Data for longer than ninety (90) days, or to send it to another storage facility, the parties shall enter into a separate agreement for such data retention or dispatch services.

Due to the nature of a cloud offering, Customer Data and/or Personal Data may persist in the Online Services environment for up to 180 days following deletion, but only as part of its archiving, indexing and backup systems. During this period Schlumberger will not use such data for any purpose other than archiving, indexing and backup.

C. LiveProduct

The Real Time Cloud Solutions terms applies except or in addition to the following:

1. Section 1: "Definitions" is amended to as follows:

a. Hosting Period: the period of 90 days from the last date of uploading to the Online Services the Customer Data acquired through continuous or semi-continuous operations of a single well regardless of and independent of the Subscription Term.

2. Section 6.5.2 is amended to as follows:

On expiration or termination of an Agreement for any reason, SLB has no obligation to store Customer Data beyond the Hosting Period. If Customer requires SLB to store Customer Data beyond the Hosting Period the Parties may mutually agree on a separate agreement for storage services involving Customer Data for a fixed amount of time and related fees. The obligations of the Parties shall be set out in that agreement.

Due to the nature of a cloud offering, Customer Data and/or Personal Data may persist in the Online Services environment for up to 180 days following deletion, but only as part of its archiving, indexing and backup systems. During this period Schlumberger will not use such data for any purpose other than archiving, indexing and backup.

3. Section 7.7 is added as follows:

Customer Data acquisition services. Data acquisition services at field sites are governed by (i) the agreement between SLB or its Affiliate and Customer, specified in the Quotation and pursuant to which SLB or its Affiliate shall provide to Customer certain oilfield services; or in the absence of such reference, (ii) the existing global agreement between SLB or its Affiliate and Customer for provision of oilfield services; or if there is none, then (iii) SLB General Terms and Conditions for provision of oilfield services. If and to the extent there is a conflict between this Agreement and the relevant contract for provision of oilfield services, the terms and conditions contained in this Agreement will take precedence for matters directly concerning use of and access to the Online Services.

D. OSDU

1. OSDU (the Open Subsurface Data Universe, an open-source standards-based data platform published by the Open Group) is licensed pursuant and subject to the open-source Apache 2.0 License available at https://community.opengroup.org/osdu/tutorials/osdu-tutorials-react/-/blob/master/LICENSE.

The security information for the specific and generally available Online Services is as follows:

1. DELFI Security Framework

2. AGORA Security Framework

3. Wellbarrier

a. The DELFI security framework applies except for the below:

i. Accreditation:

1. The SOC 2 Type 2 certification evaluation is currently being carried out for Wellbarrier.

2. The security screening at OWASP Level 2 is done on a yearly basis as a minimum, unless significant development updates are made and warrants new screening. The screening is done as semi-automated vulnerability scan and black-box penetration testing by an external party.

ii. The self-service authorization - not available currently.

1. Cognite Applications

a. The Online Services terms apply except or in addition to the following:

i. New Section 16.7 is added as follows:

All claims by Customer in relation to the Online Services and the Agreement must be directed to SLB and not directly to SLB's third-party service providers.

b. The Cognite Security Framework