These terms and conditions together with a Quotation form an agreement between the Parties (the "Agreement") for the access and use of the Online Services. Any contrary, inconsistent, or additional provisions contained in Customer’s purchase order or other Customer documentation is expressly rejected.
1. Definitions.
Affiliate: 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.
Confidential Information: non-public and proprietary information, disclosed orally or in writing which is either marked as confidential or ought to reasonably be considered confidential, including: SLB Intellectual Property, the Online Services, Customer Data, Documentation, information related to the business, affairs, customers, partners, or suppliers of the other Party, information or reports related to any security processes and/or 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:
- 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;
- 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;
- 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; or
- 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.
Customer the legal entity or natural person identified as such in the Quotation.
Customer Data: data (including Personal Data), documents, information, text, images, audio, video, software, or materials which are submitted to, or created in, the Online Services by Customer excluding any information provided through a public forum associated with the Online Services.
Documentation: any document(s) or information associated with the pricing, operation, use, performance, or functionality of the Online Services (including but not limited to user guides, manuals, technical specifications, and online help files) made available by SLB through the Online Services and as may be updated from time to time.
Effective Date: the earlier of: (i) the later date of execution of the Quotation or (ii) the date the Online Services are first made available to Customer.
Evaluations: Access to the Online Services for testing, evaluation, trials, proofs of concept/value or similar purposes.
Excluded License: 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.
Intellectual Property: all trademarks or trade names (whether common-law or registered), logos, icons, patents, patents, patent applications, copyrights (whether published or unpublished, and registered or not), trade secrets, know-how, designs, methods, processes, workflows, inventions, proprietary information, and transferable rights under written agreements relating to the Online Services.
Interaction Data: data, metrics, logs, and learnings related to or generated from a Customer and its Users’ interaction with and/or use of the Online Services.
Interpretations: any output, result, explanation, evaluation, recommendation, analysis, model, estimate, answer, insight, prediction, advice, and/or description provided through the Online Services.
Online Services: cloud-based services made available by SLB.
Party or Parties: Customer and/or SLB, as applicable.
Personal Data: any information that is directly or indirectly related to an identified or identifiable natural person.
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.
Pre-Commercial Online Services: any part(s) of the Online Services that SLB has not approved for general commercial release, including ‘alpha’, ‘beta’, ‘controlled commercial’, and early access versions.
Quotation: the form or order entered into between SLB and Customer that specifies the initial Online Services to be provided, including any hyperlinks, attachments and/ or exhibits thereto.
Representatives: employees, agents, officers, directors, contractors, and other representatives of a Party or its Affiliates.
SLB: the legal entity specified in the Quotation or in the absence of such, if Customer is located in: (i) United States: Schlumberger Technology Corporation; (ii) Canada: Schlumberger Canada Limited; (iii) France: Services Petroliers Schlumberger; or (iv) any other country: Geoquest Systems B.V.
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.
Service Specific Terms: 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
Subscription Term: the duration of permitted use by Customer of the Online Services as specified in the Quotation, commencing on the earlier of (i) the commencement date specified therein or (ii) when SLB makes the Online Services available to Customer, along with any extensions or renewals.
Users: natural person(s) designated by Customer to have access to the Online Services on behalf of Customer.
Clause, Schedule and paragraph headings will not affect the interpretation of these terms and conditions.
Unless the context otherwise requires words in the singular will include the plural, and in the plural, will include the singular; and a reference to one gender will include a reference to the other genders.
Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression will be construed as illustrative and will not limit the sense of the words, description, definition, phrase or term preceding those terms.
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.
It is the intention of the Parties that this Agreement should not be construed against either Party as the author or drafter of the Agreement.
2. Customer access to Online Services.
a. Subject to the terms of the Agreement (and any applicable Service Specific Terms), SLB hereby grants to Customer a non-exclusive, revocable, non-assignable, non-transferable, non-sublicensable, limited term, right to access and use the Online Services during the Subscription Term solely by Users for Customer’s internal business purposes.
b. Certain SLB software may be required to be installed on Users’ devices to enable their access to or use of Online Services. Customer may install and use such software during the Term only for use in conjunction with the relevant Online Services. On expiry or termination of the Agreement, Customer must uninstall and delete the software.
3. Obligations.
a. SLB Obligations
i. SLB will use commercially reasonable efforts to make available the Online Services to the Customer, except for required maintenance periods.
ii. SLB will provide Support and Maintenance as provided at: https://www.software.slb.com/slb-support-and-maintenance-policy.
b. Customer Obligations
i. All accounts, credentials, passwords, and User access must be kept secure and confidential.
ii. Customer will be responsible and liable for the acts and omissions of its Users and must ensure that all use of the Online Services by Users is in compliance with the terms of this Agreement.
iii. Customer must promptly notify SLB and maintain as confidential any information about: (i) any possible Security Incident caused by the act or omission of Customer and/or a User; (ii) any security vulnerability of the Online Services discovered by Customer and/or a User; and/or (iii) any suspected misuse of the Online Services by Customer and/or a User.
iv. Customer must procure, maintain, and secure the network connections and telecommunications it uses to access the Online Services.
v. Neither Customer nor its Users will:
a) use the Online Services: to violate the rights of others; 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;
b) copy, re-engineer, reverse engineer, or decompile the Online Services (to the extent the same cannot be restricted by law);infringe or copy SLB code or content or the design of the Online Services; or use or analyse the Online Services and/or Interpretations (including through use of artificial intelligence (“AI”), machine learning, and/or generative AI) to aid in the development of technology that provides similar functionality or capability to SLB products, regardless of whether such developed software is public domain, licensed, or sold.
c) 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;
d) 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 an Excluded License on SLB; or
e) reproduce, distribute, sell, or resell any Online Services in any manner or for any purpose.
4. Fees and Payment Terms.
a. Unless otherwise specified in the Quotation fees will be invoiced monthly, in arrears. If Customer requires specific information for processing such invoices, Customer must inform SLB of such requirements in writing within five (5) days of the Effective Date. SLB will evaluate the request and inform Customer if SLB cannot comply before issuing Customer with the first invoice.
b. Customer will pay the fees set out in the Quotation and/or SLB’s published list price for each Online Service; and (b) Customer will pay all invoices issued under an Agreement within thirty (30) days of the invoice date in United States Dollars.
c. If Customer disputes any portion of an invoice in good faith, Customer must: (a) pay the undisputed portion of the invoice; (b) notify SLB of the basis for the dispute and the specific items disputed (along with all supporting evidence) and; (c) provide a proposed resolution. Customer must not set off or withhold payments due for one billing period against a disputed invoice.
d. Unpaid invoiced amounts will begin to accrue interest thirty (30) days after payment is due. Interest will accrue at the maximum amount permitted by law, unless another rate is provided in the Quotation. Customer agrees to pay all reasonable and documented costs and attorneys’ fees SLB may incur in collecting any unpaid fees.
e. Fees 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, and assessed in SLB’s country of residence, are the sole responsibility of SLB.
f. Fees are completely net of any amounts in respect of any withholding taxes that may be applicable upon payments by Customer. If any withholding taxes are deemed to be applicable, Customer agrees that it will on its own accord gross-up the fee or any other charges due under the Agreement in a fashion that net amounts received after such withholding yield back the prices and rates under the Agreement. In such case, Customer will deduct the withholding taxes from such grossed-up amounts and pay such withholding taxes directly to the appropriate governmental authority.
g. 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, due to an act of Customer that is outside the control of SLB, or due to 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 will promptly reimburse SLB such amounts that eliminate any incremental tax burden on SLB due to the above stated factors. SLB undertakes to provide Customer documents evidencing the imposition of such tax.
h. If as a result of any new legislation or extension/change in application of the existing law or interpretation thereof, any additional sums become payable by SLB in respect to personal, corporate taxes, custom duties, or any other duties or levies, to any authorities of country of operation or elsewhere, not enacted at the submission of the Agreement, then SLB will be entitled to adjust its rates and prices with Customer, in a way that SLB does not incur an additional economic burden directly attributable to the Agreement and associated with such tax change.
5. Improvements and Changes.
a. SLB reserves the right to modify, enhance or remove any feature or functionality of the Online Services, or suspend or improve the Online Services without the need for any consent from the Customer.
b. SLB will announce if it intends to discontinue an Online Service specified at https://www.software.slb.com/deprecation https://www.software.slb.com/deprecation. SLB will use commercially reasonable efforts to continue operating the Online Service for at least twelve (12) months after the notification, unless (as SLB reasonably determines):
i. required by law or third-party relationship (including if there is a change in applicable law or relationship), or
ii. doing so could create a security risk or substantial economic or material technical burden.
6. Data Privacy and Security.
a. SLB provides the Online Services in accordance with its Privacy Notice (http://www.slb.com/about/privacy.aspx), including the data protection addendum contained therein, and the security standards set out at: https://www.software.slb.com/slb-online-services-security.
b. If there is a Security Incident affecting Customer Data:
i. SLB will notify Customer about the Security Incident without undue delay upon becoming aware;
ii. SLB may immediately suspend the Online Services, or Users’ access without notice and for as long as SLB, acting reasonably, deems necessary; and
iii. SLB may adjust Customer’s fees to account for an interruption to the Online Services, provided that the Security Incident was unrelated to Customer’s or Users’ acts or omissions.
7. Export Regulations.
a. Customer will comply with all laws and regulations applicable to its business operations and use of the Online Services including but not limited to, data privacy, , data residency, import/export controls, and international sanctions.
b. Customer will not allow access, use of, or ingestion of data to the Online Services by Users:
i. 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
ii. in a manner which would breach any country’s data residency and/or security laws or regulations, by any means whatsoever.
c. Customer’s violation of applicable export or trade control regulations will result in the immediate suspension of the Customer’s rights under the Agreement. SLB may immediately suspend Customer and/or its Users access to the Offering if Customer and/or any User becomes a denied party or the subject of any sanctions legislation that, in SLB’s reasonable opinion, requires such suspension.
8. Data.
a. SLB claims no ownership rights in Customer Data. Customer is solely responsible for the legality, reliability, integrity, accuracy, and quality of Customer Data and for ensuring it has the legal and contractual right to use, and make available to SLB, any Customer Data.
b. Customer agrees that SLB and its Affiliates may use Customer Data (i) to provide, monitor, and secure the Online Services, (ii) to improve SLB products and services and (iii) as otherwise set out in the agreement. SLB may collect and use Interaction Data to provide, monitor, secure, and improve the Online Services and for its related business purposes.
c. Customer understands and agrees that provision and use of the Online Services may involve the transfer and storage of Customer Data in locations around the world, including locations outside the country of operation or incorporation of Customer and/or the country of origin of Customer Data.
9. Intellectual Property.
a. 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 Online Services, any modifications or derivative works thereto, and any media or infrastructure on which the Online Services is provided.
b. 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.
10 Confidentiality.
a. 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 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.b. and 10.c. below to disclose the Confidential Information only to its 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.
b. 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:
i. promptly notify the disclosing party of the request;
ii. reasonably assist the disclosing party in seeking a protective order or similar remedy if the disclosing party requests such assistance;
iii. inform the disclosing party of the Confidential Information provided to the third party; and
iv. endeavour to maintain confidentiality of Confidential Information disclosed to the third party.
c. SLB may share information with its cloud computing service providers and other subcontractors, such as contract dates, scope and estimated value) to facilitate the provision of the Online Services and enable joint planning and resource management, provided that such cloud computing service provider or other subcontractor will be bound by confidentiality obligations materially equivalent to those herein.
11. Warranty and Disclaimer.
a. SLB represents and warrants that the Online Services will perform substantially as described in the applicable Documentation.
b. Customer represents and warrants that:
i. all information about Customer and Users provided by Customer or Users is accurate and current;
ii. Customer and/or Users are not barred from using the Online Services under the laws of the United States, United Kingdom, or any other applicable jurisdiction, including the countries Users (i) are citizens, (ii) reside, or (iii) access the Online Services;
iii. Customer has all necessary licenses, consents, and permissions for all Customer Data to be provided to and hosted through the Online Services
iv. Customer Data does not infringe any intellectual property or proprietary right of any third party or violate any applicable laws, rules or regulations.
c. EXCEPT AS EXPRESSLY PROVDED IN THIS SECTION 11, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW SLB (AND ITS LICENSORS) DISCLAIMS AND EXCLUDES ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, AND TERMS OF ANY KIND WHATSOEVER, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, IN RELATION TO THE SUBJECT MATTER OF THIS AGREEMENT 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 THE ONLINE SERVICES WILL BE TIMELY, UNINTERRUPTED, ERROR-FREE, SECURE, WILL MEET CUSTOMER’S REQUIREMENTS, OR THAT INTERPRETATIONS WILL BE ACCURATE, COMPLETE OR RELIABLE.
12. Indemnification.
a. SLB agrees to defend and indemnify Customer for costs and damages finally awarded for third party claims based on a finding of infringement of any patent, copyright, or trademark resulting from the use of the Online Services in accordance with the Online Service’s intended purpose as specified in the Documentation. This indemnity does not apply to data, products, and/or services provided through the Online Services by any party other than SLB or a SLB Affiliate.
b. SLB’s indemnification obligations under this Section 12 are conditional on (i) Customer giving SLB prompt notice of the claim for alleged infringement; (ii) Customer not making any admission, declaration, or arrangement regarding the claim of alleged infringement; and (iii) Customer tendering sole control and the defence of the claim to SLB. If SLB reasonable believes the Online Services may infringe a third party’s intellectual property, SLB may, at its sole option and expense: procure the right for Customer to continuing using the Online Services; modify the Online Services to make them non-infringing; or replace the Online Services with a functionally equivalent alternative. If SLB determines that the foregoing remedies are not commercially reasonable, SLB may suspend or terminate Customer’s use of the affected Online Services.
c. SLB’s agreement to indemnify Customer regarding any patent, copyright, or trademark infringement will be void, and SLB will have no liability or responsibility to the Customer, if the alleged claim of infringement is based upon:
i. SLB’s compliance with Customer’s specifications, where such specifications require SLB to modify the Online Services;
ii. the combination or use of the Online Services with other products, software, services, processes, methods, workflows, or data not furnished by SLB;
iii. any unauthorized addition to or modification of the Online Services; or
iv. any use of the Online Services that does not correspond to the Documentation.
d. Customer will indemnify, defend, and hold harmless SLB and its Affiliates, officers, directors, employees, successors, and assigns, 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) Section 12.c.; (ii) Customer’s use of the Online Services and/or Interpretations; (iii) Customer Data; (iv) any breach of Customer's obligations set out in Section 3.b. (Customer Obligations) and/or Section 7 (Export Regulations); and (vi) any Security Incident.
e. The provisions of this Section 12 are Customer’s sole and exclusive remedy for any third party claims of intellectual property infringement.
13. Limitation of Liability.
a. SLB (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 THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM, LESS ANY AMOUNTS PREVIOUSLY CLAIMED. NOTHING IN THIS SECTION 13 WILL EXCLUDE OR LIMIT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED AT LAW.
b. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY MAY RECOVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), FOR BREACH OF STATUTORY DUTY, OR OTHERWISE, 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) DAMAGE TO, OR LOSS OR CORRUPTION OF, CUSTOMER DATA, SENSORS, OR CONTROL SYSTEMS; AND/OR (VII) COST OF SUBSTITUTE SOFTWARE OR SERVICES, EACH HOWSOEVER ARISING AND WHETHER OR NOT SUCH PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, CORRUPTION OR DAMAGE.
c. The limitations and exclusions in this Section 13 (Limitations of Liability) apply even if Customer is not fully compensated for any losses and regardless of: (i) whether SLB knew of or should have known about the possibility of damages; or (ii) if any limited remedy fails in its essential purpose.
14. Term and Termination.
a. The Agreement will come into effect on the Effective Date and remain in force until the expiry of the Subscription Term, unless terminated earlier in accordance with its terms.
b. SLB may suspend access to any or all of the Online Services: (a) for any non-compliance with laws and regulations under Section 7; (b) for any violation of SLB’s proprietary rights under Section 9; (c) for a breach of the confidentiality provisions in Section 10; (d) for a breach of Customer’s representations and warranties in Section 11.b.; (e) for failure to pay any amounts invoiced by SLB, which have not been disputed by Customer in good faith and which are more than 30 days overdue; (f) if Customer disables or impedes SLB’s ability to generate accurate usage reports; (g) upon Customer becoming subject to a change of control; (h) (unless otherwise expressly agreed in a Quotation) upon Customer’s use of the Online Services to perform consulting services for third parties; or (i) for Customer’s breach of Sections 3.b.. If the event giving rise to SLB’s right to suspend under this provision is not remedied to SLB’s reasonable satisfaction within 30 (thirty) days of SLB having notified Customer thereof, or if such event is in SLB’s opinion not capable of remedy, SLB may terminate the relevant Agreement and/or any Customer or any of Customer’s Authorized Users’ access to the Online Services.
c. In addition to the other remedies set out in an Agreement, either party may immediately terminate an Agreement by written notice to the other party if:
i. the other party commits a material breach of any term of the Agreement and fails to remedy the same within thirty (30) days of the date of written notice (Customer’s failure to comply with its payment obligations will be deemed a material breach);
ii. the other party commits a material breach of any term of the Agreement and such breach is irremediable;
iii. the other party suspends, or threatens to suspend, payment of its debts;
iv. the other party is deemed insolvent, unable to pay its debts, or enters into any arrangement with its creditors (other than for the sole purpose of a solvent reorganization); or
v. the other party files a petition for or becomes subject to an order for winding up, bankruptcy, dissolution, an administrator or receiver is appointed, or anything of similar effect in any country.
d. On expiration or termination of an Agreement for any reason:
i. all Customer rights and access to the Online Services will immediately terminate;
ii. unless otherwise specified in the Quotation or the Documentation any Customer Data remaining in the Online Services will be deleted (subject solely to backup procedures and security requirements);
iii. all undisputed fees owing to SLB at the date on which termination or expiration takes effect will become immediately due and payable;
iv. Customer will delete or return all Documentation and SLB Confidential Information; and
v. any rights, remedies, obligations, or liabilities that have accrued up to the date of termination or expiration will remain unaffected.
15. Evaluations and Pre-Commercial Online Services.
a. In the event of any conflict or ambiguity between this Section 15 and the Agreement, this Section 15 will prevail.
b. Customer may make use of Evaluations and/or Pre-Commercial Online Services for the longer of (i) fourteen (14) days from SLB granting Customer access; or (ii) the duration set out in the Quotation.
c. EVALUATIONS AND PRE-COMMERCIAL ONLINE SERVICES ARE PROVIDED SOLELY “AS IS” and “AS AVAILABLE”. SLB MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE USE OR PERFORMANCE OF EVALUATIONS OR PRE-COMMERCIAL SOFTWARE. SAVE FOR ANY LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY LAW, SLB’S (AND ITS LICENSORS) AGGREGATE LIABILITY TO CUSTOMER WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), FOR BREACH OF STATUTORY DUTY OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH EVALUATIONS AND/OR PRE-COMMERCIAL ONLINE SERVICES WILL BE LIMITED TO US$100.
d. With respect to Pre-Commercial Online Services:
i. 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.
ii. the existence and/or use by Customer of the Pre-Commercial Online Services will be deemed Confidential Information under this Agreement
16. Governing Law, Venue, and Arbitration.
Any controversy or claim arising out of or relating to the subject matter of this Agreement, or any breach thereof, will be settled by arbitration in the English language in accordance with: (a) when SLB is a US-incorporated legal entity, the commercial arbitration rules of the American Arbitration Association under its Commercial Arbitration Rules, governed by the laws of Texas; or (b) when SLB is not a US-incorporated legal entity, the London Court of International Arbitration, governed by the laws of England and Wales. Any award rendered by the arbitrator(s) may include costs against either Party and may be entered into by 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.
17. Miscellaneous
a. Third Party Links. The Online Services may contain functionalities, the access to, or use of, which may direct Customer to third party resources, including, but not limited to, hyperlinks to other websites, resources, or content (“Third Party Resources). Such Third Party Resources may be governed by their own terms of use, privacy policy, and security standards. Customer acknowledges and agrees that SLB does not control, and has no liability for, Third Party Resources (including their security, functionality, availability) or Customer's use or reliance thereon
b. Publicity. Neither party will make, or permit any person to make, any public announcement concerning the 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 Online Services.
c. 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.
d. Force Majeure. SLB will not be liable under the 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.
e. Order of Precedence. In the event of any conflict or ambiguity between these terms and conditions and the Quotation, the terms of the Quotation will prevail.
f. 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.
g. Assignment. No rights or obligations under the Agreement are assignable or transferable (other than to SLB’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 the Agreement
h. Waiver. No failure or delay by a party to exercise (partially or completely) any right or remedy provided under the Agreement or by law will constitute a waiver or restriction of that or any other right or remedy.
i. Notices. SLB may provide Customer with information about Online Services electronically, including, but not limited to, via email, a forum, or a web site that SLB identifies. Notices expressly required under this Agreement must be in writing to the address provided in the Quotation, by hand, registered mail, first class post or next day delivery and will be deemed effective: (i) upon receipt if by personal delivery or by certified or registered mail (return receipt requested), or (ii) the next working day following dispatch if by first-class post or next day delivery service.
j. Severability. If any term or provision of the 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.
k. 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 for hyperlinks or as otherwise provided herein, this Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto.
l. Survival. Any provision of the Agreement which expressly or by implication is intended to survive expiry and/or termination will continue in force, in addition to sections 1 (Definitions), 4 (Fees and Payment Terms), 8 (Data), 9 (Intellectual Property), 10 (Confidentiality), 11.c. (Warranty and Disclaimer)12 (Indemnification), 13 (Limitation of Liability), 14.d (Term and Termination)16 (Governing Law, Venue, and Arbitration) and 17 (Miscellaneous).
Version: January 2025
