1. No category

SCHLUMBERGER CANADA LIMITED - WATERLOO HYDROGEOLOGIC DIVISION
GENERAL TERMS AND CONDITIONS FOR PRODUCTS AND SERVICES
The following are the General Terms and Conditions under which Schlumberger sells, leases, and/or licenses Products and/or
performs Services.
1.0
Definitions
1.1
Quotation to Customer, these General Terms and Conditions
for Products and Services, and all applicable Supplemental
Terms and Conditions and any addendum thereto.
1.2
means the person, firm
or other entity to which Products and/or Services are
supplied or provided by Schlumberger.
1.3
"Documentation" refers to manuals, handbooks,
maintenance libraries, and other publications in whatever
form listed in Schlumberger's Price List or supplied in
connection with Products or Services.
1.4
"Equipment" refers to computer-related
hardware and other equipment that is listed in
1.5
means third party
software included or embedded as part of the Software
licensed under this Agreement.
1.6
"External Software" refers to stand-alone, offthe-shelf application software packages listed in
Customer in accordance with the Agreement by the
applicable third party software vendors. Such third party
software vendors are third party beneficiaries to the
Agreement with Customer and shall have the right to
enforce the terms and conditions of the Agreement to the
extent that they apply to External Software.
1.7
means all trademarks or
trade names (whether common-law or registered), patents,
mask works, patents, patent applications, copyrights
(whether published or unpublished), trade secrets, knowhow, designs, methods, processes, work-flow, inventions,
proprietary information and transferable rights relating to
1.8
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refers to Schlumberger or Customer;
refers to Schlumberger and Customer.
1.9
"Products" refers to
Schlumber
limited to Software and Equipment.
items
listed
in
1.10
"Proprietary Information" refers to, without
limitation: Software (including all enhancements, updates,
corrections, derivative works and other modifications
thereto); any Intellectual Property of Schlumberger;
Documentation, diagnostic software, equipment or other
materials used by Schlumberger in the performance of
installation, warranty work or services; Equipment design
information; Schlumberger supplied printed materials;
visually transmitted information; and any modifications or
components thereof, whether made by Schlumberger or Customer.
1.11
quotation form or proposal or other document that lists the
Products and/or Services to be provided to Customer by
Schlumberger. Also includes Quotations of Schlumberger
Distributors as agreed on a specific Distribution Agreement.
1.12
"Services" refers to Schlumberger software
maintenance and support services, custom software
development, equipment maintenance services, on-site
customer support services, data services, work flow analysis
services, site assessment services, customer site data
management services, aquifer studies, modeling support
and interpretive services, educational services (including
Quotation to Customer.
1.13
refers to software identified in
limitation, application software, systems software, External
Software, Embedded Software, microcode and firmware,
and, where included, documentation and manuals related
thereto. With respect to Software, the term "purchase" or
under
no circumstances be interpreted as the transfer of property
title to the software.
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1.14
"Software License" or
refers
to the software license or right to use granted by
License Terms and Conditions. A Software License shall
provide only a possessory right to the tangible media upon
which the Software is delivered to Customer and a
nonexclusive right to use the Software listed in
with
the Software License Terms and Conditions. Schlumberger
and its licensors shall retain ownership to all intellectual
property rights in the Software, including patents and
copyrights.
1.15
shall
mean any additional terms and conditions, or addendums
thereto, that reference these General Terms and Conditions
for Products and Services. Supplemental Terms and
involves the sale, lease, license or transfer of a particular
Product or the performance of a particular Service as set
1.16
means Schlumberger Canada
Limited, Waterloo Hydrogeologic Division.
2.0
Orders
2.1
equipment, or products, Customer voluntarily elects to enter
into and be bound by the Agreement.
2.2
Prices and fees for Products and Services will be
that is current at the time an order is accepted from
Customer, or in the absence of a quotation, shall be at
Schlumberger's then current standard prices and fees.
Prices for Services provided under an accepted Quotation
may be changed by Schlumberger effective January 1 of the
next year, on thirty (30) days' written notice to Customer.
and fees materially change earlier than as stated above,
Schlumberger and Customer shall meet to discuss and agree
to new, mutually acceptable charges, rates and fees.
3.0
Payment
3.1
Purchased Products and rendered Services. For
Product purchases, Customer shall make full payment within
thirty (30) days after the date of shipment of the Products or
within thirty (30) days of installation of Products where
installation services have been requested by Customer,
Final 2014.1
provided Customer maintains credit arrangements
satisfactory to Schlumberger. Customer shall make full
payment for Services and other items described herein for
which no "shipment" is involved within thirty (30) days after
receipt of invoice provided Customer maintains credit
arrangements satisfactory to Schlumberger. All payments
shall be made in the currency set forth on the quotation (or
in U.S. dollars if no other currency is indicated).
Schlumberger may charge interest on all overdue amounts
in accordance with Article 3.4, below. If Customer does not
maintain satisfactory credit records, Schlumberger shall
receive advanced payment for Products and Services.
3.2
Lease. If the Quotation provides for a lease or
rental to Customer of Products from Schlumberger,
erms and
Conditions or Equipment Lease Terms and Conditions shall
apply in addition to these General Terms and Conditions.
3.3
Obligations. Customer agrees that should any
portion of an invoice be disputed, Customer shall promptly pay
the non-disputed portion. Within thirty (30) days of receipt of
an invoice, Customer shall promptly notify Schlumberger of
the reasons for disputing all or part of that invoice and
Schlumberger shall promptly produce such evidence as it may
have in support of the disputed amount. Having due regard to
all the facts, the parties shall seek to reach agreement as to
how much, if any, of such disputed amount should be paid.
Payment of fees in one invoice shall not be set off or
withheld against fees payable in connection with any other
matter. Should any outstanding invoice remain unpaid
beyond the stipulated time period, Schlumberger shall be
entitled to cancel or suspend the provision of the Products or
Services without incurring liability to Customer and without
prejudice to an
3.4
Interest on Late Payments. Schlumberger may at its
absolute discretion charge interest, which Customer shall
promptly pay, on all amounts not paid strictly in accordance
with these Terms and the Service Order. Interest shall accrue
at 1.5% per month (18% per annum) or at the maximum
amount permitted by law. If unpaid amounts are collected
through legal proceedings or by a collection agent, Customer
4.0
Taxes
Prices listed do not include any local, state, provincial,
federal or national sales, use, excise, personal property,
value added, import/export, or other similar taxes or duties,
which may be assessed in connection with the Products or
the provision of the Services, and Customer agrees to pay all
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such assessments. In the event Schlumberger must
initially pay such assessments, Customer agrees to reimburse Schlumberger within thirty (30) days after receipt of
Schlumberger's invoice. Taxes based upon Schlumberger's
income shall be the sole responsibility of Schlumberger.
5.0
Shipment
5.1
Shipment. Prices exclude shipping charges.
Products will be shipped FOB point of origin. Title to Products
shall pass to Customer in the country of origin, at the time
of shipment, provided, however, where the Products are
leased to Customer title shall remain in the name of
Schlumberger. Customer will be responsible for shipping
charges and for procuring insurance, unless otherwise
specified. Customer shall assume all risks of loss upon
Schlumberger's delivery to the carrier.
5.2
Security Interest. Schlumberger retains title to
and a security interest in Equipment as security for
Customer's payment for the Equipment until the purchase
price for the Equipment has been paid in full. Customer
agrees to execute such documents as Schlumberger may
reasonably require to perfect and further evidence this
security interest.
6.0
Software.
Software shall be installed onto
accordance with the applicable Software License Terms and
Conditions or Software Lease Terms and Conditions. Unless
Schlumberger installation services have been ordered,
Customer shall perform such installation.
6.3
Customer Responsibilities.
Customer shall
provide the necessary environment and electrical power
supply connections as specified by Schlumberger and the
equipment manufacturer and shall be responsible for
transporting the Equipment to its location within Customer's
facilities.
7.0
Cancellation Charges
7.1
Equipment. In the event Customer cancels an
order for Equipment, Customer shall pay within thirty (30)
days thereafter a cancellation and restocking charge in the
amount of ten percent (10%) of the total price for the
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7.2
Services. In the event Customer cancels an order
for Services, Customer shall pay within thirty (30) days
thereafter all previously unbilled costs and expenses
incurred by Schlumberger (including labor and materials)
prior to receipt of notice of cancellation, plus a cancellation
charge in the amount of the lesser of: (a) ten percent (10%)
of the total contract price for the Services; or (b) fifty percent
(50%) of the difference between the total contract price for
the Services less any amounts previously paid by Customer
for the Services. No cancellation by Customer will be
accepted after the date of completion of the Services. All
amounts paid by Customer prior to notice of cancellation are
non-refundable and are not subject to offset.
7.3
Software. To the extent permitted by law,
Software purchases shall be considered non-returnable and
non-refundable.
7.4
Installation
6.1
Equipment. Schlumberger shall install Equipment
if the price includes installation or if Customer separately
purchases installation services.
6.2
canceled Equipment order. No cancellation by Customer
will be accepted after the date of shipping, or for Equipment
being specially developed for Customer once development
has commenced.
For Equipment ordered from
Schlumberger supplier(s) on behalf of Customer, the "date of
shipment" shall be the date Equipment is shipped from the
Schlumberger supplier(s).
Return of Equipment.
Equipment is not to be
also certify that equipment was never initialized, put to use
or tested. Returned equipment should be made available for
after the date of sale. A 25% of the purchase price
restocking charge will apply. The buyer must agree to this
restocking fee and send a Purchase Order for same along
with the return merchandise authorization. Freight on
returned items is to be prepaid. Non-standard equipment,
e.g. custom cables, is not returnable.
8.0
Warranty
8.1
Equipment Warranty.
8.1.1
Equipment sold is warranted to be in good and
serviceable condition. The warranty period for Equipment
period of ninety (90) days if no such warranty period is
specified. The warranty period begins on the date
installation is completed or upon shipment if the Equipment
is to be installed by Customer. If Schlumberger is
prevented from installing the Equipment by causes beyond
its control for more than thirty (30) days from the date of
shipment, the warranty period will commence on the
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thirtieth (30th) day after shipment.
replacement of the defective Equipment or part, or (b) the
refund of the purchase price of the defective Equipment
PROVIDED, INCLUDING, WITHOUT LIMITATION, ANY
WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE. Customer shall at all
times be responsible for the product(s) or result(s) or
interpretation(s) produced by Customer and for providing
back-up for all software applications and data files stored in
the Products.
location specified by Schlumberger.
9.0
8.1.3
Equipment may also be warranted by a
Schlumberger supplier. Schlumberger
event of a warranty claim concerning Schlumberger supplier
equipment is to transfer to Customer the Schlumberger
Supplemental Terms and Conditions. To the extent the
Agreement with Custom
software maintenance, hardware maintenance, on-site
support services, training services, consulting services or
other miscellaneous services, the applicable Supplemental
Terms and Conditions for the particular service(s) shall apply
8.1.2
remedy for breach of Equipment warranty is limited at
8.2
Software Warranty. Software is warranted in
accord
License or Software Lease Terms and Conditions, as
applicable.
8.3
Service Warranty. Where Services are being
purchased by Customer, as set forth in the Agreement,
Schlumberger will use reasonable efforts to provide such
Services pursuant to Article 9 below and the applicable
Supplemental Terms and Conditions for the particular
Services
to these General Terms and Conditions.
10.0
Ownership and Protection of Proprietary
Information
10.1
Except for those limited licenses or rights to use
that may be granted under applicable Supplemental Terms
and Conditions, Schlumberger grants no title or license or
right to use to Proprietary Information or Intellectual
Property, which remains the exclusive property of
fulfillment of its obligations under the Agreement.
8.4
Limitations. Schlumberger's sole responsibility
under these warranties shall be to provide the Products
and/or Services described in the Agreement with Customer.
Warranties do not apply to: (a) any products other than
Products or Services listed in the Agreement with Customer;
or (b) conditions resulting from improper use or storage of
the Products or operation of the Products outside the
specified environmental conditions; or (c) conditions
resulting from causes external to the Products after delivery;
or (d) conditions resulting from modifications to the Products
other than modifications made by Schlumberger or
Schlumberger's service vendors or representatives; or (e)
conditions resulting from Customer's movement of the
Products; or (f) Products from which Schlumberger's or Schlumberger's its vendor's serial numbers have been
removed; or (g) use of Software with operating system
software versions other than Schlumberger-designated
versions.
8.5
Disclaimer of Warranties. Except as expressly
stated herein, SCHLUMBERGER MAKES NO
WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY,
WITH RESPECT TO THE PRODUCTS OR SERVICES
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party licensors. Customer agrees to secure properly such
Proprietary Information and to keep it confidential and not to
use the Proprietary Information or Intellectual Property in any
manner, except as provided in these General Terms and
Conditions or under the applicable Supplemental Terms and
Conditions, or make it available to third parties without
Schlumberger's prior written consent. Customer shall
disclose the Proprietary Information only to its employees on
a need-to-know basis. Customer shall maintain adequate
internal procedures, including appropriate binding
agreements with Customer's employees, consultants and
representatives of any kind, to protect the Proprietary
Information in the same manner as Customer protects
Customer's own confidential proprietary information. Upon
any cancellation or termination of this Agreement Customer
such Proprietary Information. The provisions of this Article
10.1 shall survive any cancellation or termination of this
Agreement.
10.2
Nothing in these General Terms and Conditions
shall impose an obligation of confidentiality on Customer
with respect to Proprietary Information which is: (a)
rightfully in Customer's possession in a substantially
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complete and tangible form prior to the time it is received
from Schlumberger, (b) hereafter furnished to others by
Schlumberger without restrictions on disclosure and use, (c)
hereafter furnished to Customer by a third party as a matter
of right and without restriction on disclosure or use, (d)
independently developed by Customer without breach of
these Terms and Conditions, or (e) ordered by a court of
competent jurisdiction.
10.3
While providing Products or Services to Customer,
Schlumberger may develop additional expertise, know-how
exclusive property and which Schlumberger may freely
utilize in providing services for its other customers. Except
where expressly and specifically indicated in writing, and in
exchange for appropriate payment, Schlumberger does not
develop any intellectual property (including copyrights,
patents, know-how, and expertise) for ownership by
Customer under the Agreement with Customer, and
Schlumberger retains sole ownership of and title to any such
items created during the course of providing Products and/or
Services hereunder.
11.0
Default and Remedies
11.1
Customer Default
11.1.1 Customer shall be in default for failure to meet its
payment obligations. Customer shall have thirty (30) days
to cure such default after notice by Schlumberger.
However, Schlumberger has the right to charge Customer
interest in accordance with Article 3.4, above.
Schlumberger's right to require interest shall not foreclose
Schlumberger from any other remedy provided by these
General Terms and Conditions, any applicable Supplemental
Terms and Conditions, or applicable law.
11.1.2 Customer shall be in default for its failure to
perform any material obligation under, or for any material
breach of, the Agreement. In the event of such breach,
Schlumberger may, at its option, suspend the provision of
any goods or services to Customer called for by this
Agreement or, upon written notice to Customer, terminate
this Agreement in whole or in part.
11.1.3 The parties agree that a default caused by an
unauthorized disclosure or use of the Proprietary Information
could cause Schlumberger irreparable harm. Accordingly,
the parties agree that Schlumberger will be entitled to seek
timely injunctive relief to prevent Customer from completing
any unauthorized disclosure or use of Proprietary
Information, as well as any other means that Schlumberger
Final 2014.1
deems appropriate to preserve its interests in relation to the
Proprietary Information, including without limitation the
right to pursue all available remedies at law or equity.
11.2
Schlumberger Default. Should Schlumberger
default under these Terms and Conditions, Customer shall
give Schlumberger thirty (30) days' written notice to enable
Schlumberger to cure such default. If Schlumberger fails to
cure such default within said thirty (30) day period, Customer
shall have the right to pursue all available remedies at law
or equity. Any action brought against Schlumberger under
these Terms and Conditions must be brought within twelve
(12) months after the cause of action arises.
12.0
Patent and Copyright Indemnity
12.1
Schlumberger shall defend, or at its option settle,
any claim, proceeding or action brought against Customer
based upon a claim that a Product supplied by Schlumberger
or a Service performed by Schlumberger constitutes a direct
infringement of a patent or copyright issued under the laws
of the country of original delivery or intended destination (as
identified by Customer in the Agreement), and Schlumberger
shall pay those costs and damages finally awarded against
Customer in any such action or proceeding which result from
any such claim, provided always that Schlumberger shall
have no liability under this Article: (a) unless Schlumberger
is notified promptly in writing by Customer of each notice
and communication regarding such claim, is given the
complete authority, information and assistance necessary
for such defense, and is given sole control of the defense of
any action on such claim and of all negotiations for its
settlement or compromise; or (b) if Customer makes any
admission regarding infringement.
12.2
Should a Product or Service become, or in Schlumberger's opinion be likely to become, the subject of a
claim of infringement or the like under such patent or
copyright laws, Customer shall permit Schlumberger, at
Schlumberger's option, to either: (a) procure for Customer
the right to continue using the Product or Service, (b) replace
or modify the Product or Service so that it becomes noninfringing (provided the same level of functionality is
maintained), or (c) accept the return of the Product and grant
Customer a credit for the then depreciated value of the
infringing Product, which for the purposes of this Article
shall be presumed to depreciate by one-fifth (1/5) of its
purchase price per year. If the infringing Product is leased
or rented to Customer, or is a Service subject to a service
agreement, Schlumberger may terminate the lease or rental
y in such
case shall be the return by Schlumberger of any payments
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made by Customer for periods after such termination.
12.3
Schlumberger shall have no liability or obligation
to Customer under this Article 12 for any patent or copyright
infringement or claim thereof based upon: (a)
Schlumberger's compliance with Customer's specifications,
where such specifications require Schlumberger to modify a
Product or Service; (b) the combination of the Product or
Service with other items or services not furnished or
approved in writing by Schlumberger: (c) any unauthorized
addition to or modification of the Product, or alteration of the
Services at the request of Customer: or (d) any use of the
Product in the performance of a method or process (practice
of a process), except where such practice is solely
completed by or within the Product. Customer shall defend
and hold Schlumberger harmless against any expense,
judgment or loss for alleged infringement of any patent,
copyright or other proprietary right which results from a
claim based upon (a), (b), (c), or (d).
13.0
Limitations on Liabilities and Remedies
Schlumberger's liability for any breach of the Agreement
with Customer, or for personal injury (including death) or
property damage arising from the use or installation of the
Products or the performance of Services, shall not exceed
the aggregate purchase price or license or usage fees paid,
or lease payments made, for the Products or Services.
Customer agree that neither Customer or any third party may
recover any special, punitive, incidental or consequential
damages, including any damages resulting from loss of use,
loss of data, loss of profit, cost of substitute software or
services or loss of business whether arising out of or in
connection with the performance of the Software and
regardless of the form of action upon which a claim for such
damages may be based, whether in contract, tort (including
negligence), strict product liability or any other legal or
equitable theory. These limitations apply even if repair,
replacement or a refund for the Software does not fully
compensate Customer for any losses and regardless of: i)
whether Company knew of or should have known about the
possibility of damages; and/or ii) if any limited remedy fails
in its essential purpose. Customer will protect, indemnify,
hold harmless and defend Schlumberger of and from any
loss, cost, damage, or expense, including attorneys' fees,
arising from any claim asserted against Schlumberger that
is in any way associated with the matters set forth in this
Article 13 including any third party claims.
14.0
Force Majeure
Neither party shall be responsible for delays or failures in
Final 2014.1
performance resulting from events or circumstances beyond
the control of such party. Such events shall include but not
be limited to acts of God, strikes, lockouts, riots, acts of war,
epidemics, governmental acts or regulations, fires, communication line failures, power failures, and earthquakes.
Force Majeure cannot be used to excuse or delay any
payment obligation.
15.0
Arbitration and Governing Law
Any controversy or claim arising out of or relating to the
Products or Services covered in the Agreement with
Customer, or any breach thereof, shall be settled by
arbitration to be held in the English language in Toronto,
Ontario, and in accordance with the commercial arbitration
Rules of the American Arbitration Association (for contracts
entered into in the United States) or the Canadian
Foundation for Dispute Resolution (for contracts outside the
United States). The law of the jurisdiction specified in the
Quotation (or, if no jurisdiction is identified in the Quotation,
the law of the state, province or country where
Schlumberger is incorporated) shall govern the construction
and interpretation of the Agreement and the rights of the
parties thereunder. Any judgment upon the award rendered
by the Arbitrator(s) may be entered in any court having
jurisdiction thereover.
Any award rendered by the
Arbitrator(s) may include costs against either Party, but
under no circumstances are the Arbitrator(s) authorized or
empowered to award special, punitive or multiple damages
against either Party.
16.0
Assignment
No rights or obligations under the Agreement with Customer
shall be assigned by Customer without the express written
consent of Schlumberger (such consent not to be
unreasonably withheld by Schlumberger), and provided that
the assignee is identified to Schlumberger and that the
assignee agrees to strictly abide by all the terms and
conditions of the Agreement. Schlumberger may assign its
rights and obligations under the Agreement in whole or in
part to any Schlumberger affiliated company or to its
successor in interest in the event of a merger, corporate
reorganization, or sale of all or substantially all of its assets
relating to its business to which the Agreement pertains.
17.0
Third Party Beneficiaries
You acknowledge that the third party software vendors of
either Embedded or External Software are third party
beneficiaries to this Agreement and have the right to enforce
the terms and conditions of this Agreement as they relate to
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Embedded or External Software.
18.0
Export Administration Act
information disclosures (including without limitation
financial reports and government regulated information
disclosures).
Regardless of any disclosure by Customer to Schlumberger
of the contemplated ultimate destination of the Products,
Customer shall not export or re-export, directly or indirectly,
any Product (or the "direct product" of any Software Product)
without first obtaining an export (or re-export) license from
the relevant government entities, as required.
20.0
19.0
representations, oral or written, except as are made in this
agreement. Any modification or amendment to this
Agreement must be in writing and signed by the authorized
representatives of Schlumberger and Customer. The
unenforceability of any provision hereunder shall have no
effect upon the remaining provisions, which shall continue
in full force and effect.
Publicity and Public Disclosures
written approval, use any trade names, trade marks, service
marks, company names or other trade designations of
Schlumberger and or its affiliated companies in any
Customer press releases, advertising literature, or corporate
Miscellaneous Provisions
This Agreement supersedes any previous or
contemporaneous communications, representations, or
agreements by either Schlumberger or Customer, whether
verbal or written, including any terms and conditions on
End of General Terms and Conditions for Products and Services
Final 2014.1
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SCHLUMBERGER CANDA LIMITED, WATERLOO HYDROGEOLOGIC DIVISION
Software License Terms and Conditions
These Supplemental Terms and Conditions are in addition to the General Terms
and Conditions entered into between Schlumberger and Customer.
1.0
License
The Software is licensed, and not sold, to Customer on a
non-exclusive, non-transferable basis. Schlumberger grants
to Customer a nonexclusive, nontransferable license
Informa
to Customer, in accordance with these Software License
Terms and Conditions. This License shall commence upon
Schlumberger's delivery of Software to Customer and shall
continue unless terminated by default or cancellation.
Schlumberger (and/or Schlumberger's licensor(s), when
applicable) shall at all times retain title to all rights to
Intellectual Property in and to the Software and Proprietary
Information, including all components, additions,
modifications and updates. Where title to Intellectual
Property of certain Software is retained by Schlumberger's
licensors, Schlumberger represents that it has the authority
to license such Software to Customer. Customer shall own
and have title to the tangible media in which the Software
is delivered. Title to the media shall pass to Customer in the
country of origin in accordance with the provisions of the
Schlumberger General Terms and Conditions.
1.1
Limitations on License
1.1.2
Customer is not authorized and may not authorize
anyone else to do any of the following:
(a) Obtain unauthorized access to the Software, for example,
by bypassing security features, including but not limited to
license control features that limit or record the number of
users, in or for the Software;
(b) Reverse engineer, decompile or disassemble the
Software except and only to the extent required by law;
(c) Make more copies of the Software than specified in
Clause 4.0 of this Agreement;
(d) Publish the Software;
(e) Develop or create modifications, improvements and/or
derivative works of the Software;
(f) Display the Software in any manner except as provided
herein;
(g) Rent, lease, lend, sub-license or otherwise distribute or
assign Customer rights in the Software, including but not
limited to assigning or sub-licensing Customer rights to use
s prior
Final 2014.1
written consent;
(h) Separate out or use any portion of Embedded Software
for any purpose such as commercial or competitive analysis
feature incorporated in the Software, including those that
are intended to prevent access to unlicensed software.
1.1.3
If Customer has purchased Software controlled by
a software-based license manager (as opposed to donglecontrolled Software or Software with no license manager),
Customer agrees to the following:
(a) Transfer the Software, except for temporary CPU transfer
in the event of computer malfunction, is prohibited.
be permanently transferred onto a substitute CPU, Customer
shall notify Schlumberger within thirty (30) days. Customer
shall pay any Software transfer fees owed to Schlumberger.
1.1.4
If Customer is the U.S. Government, then the
Customer agrees that Software is provided as a
ant to FAR 52.201(c) and in no
event shall the Government acquire greater than
Restricted/Limited Rights as provided in FAR 52.227-19
(June 1987), FAR52.14 (ALT III) (June 1987), DFARS 252.2277015 (November 1995), NFS 1852.227-86 (December 1987),
or equivalent as applicable.
1.1.5 Customer shall activate licenses within sixty (60)
days of software receipt. License activation is the
responsibility of the Customer. Failure to activate the
does it constitute valid grounds for product return or refund.
2.0
License Termination
-payment,
Schlumberger shall have the right, immediately upon any
default by Customer, to pursue all available remedies at law
or equity, and may terminate the Agreement and/or this
License with Customer. Upon termination of this License,
Customer shall discontinue all use of the Software and
return the Software and Proprietary Information to
Schlumberger, including all copies and related
Documentation. If Customer ceases to operate for any
8
reason, including but not limited to bankruptcy or
dissolution, and the Software is not transferred in
Terms and Conditions, Customer shall return the Software to
Schlumberger. Customer shall certify in writing that all
such Software, Proprietary Information and copies have
been returned to Schlumberger and that Customer has
discontinued all use of the Software.
3.0
Use
3.1
be limited to the processing of information and the process
of copying, recording, or transcribing Software. Use does
not include modifying Software in any way, creating
derivative versions thereof, reverse assembling, reverse
compiling, or reverse engineering Software or distributing it
to other parties or making it available for any use, directly or
indirectly, by another person, any such utilization of
Software being hereby expressly prohibited.
3.2
When requested by Schlumberger, the Customer
shall identify in writing the computers, servers, and
workstations, and locations where the Software will be
used. Software shall be used solely in conjunction with the
foregoing computers, servers, and workstations, at
authorized locations, and accessed by only the agreed
number of seats for which Customer is authorized as set
forth in the Quotation to Customer.
A Customerdesignated computer or server is the processor or equipment
configuration on which the Software is first installed
pursuant to the license grant. Once installed, Software may
be moved from one Customer-designated computer or server
to a different computer or server within the same authorized
location only after giving notice to Schlumberger and
receiving approval in writing to do so. The Customer
understands that the Software will only operate properly on
the types of computer equipment using the operating system
version(s), as identified by Schlumberger in its published
technical specifications. Customer is solely responsible for
ensuring that its computer systems comply with such
technical specifications. The Customer understands that
Technical Support will not provide assistance for a
Customer-designated workstation that is physically located
over 1000 meters from the license server.
3.3
Licensed use of the Software shall be restricted to
the processing or interpretation by Customer of geological
and hydro geological data owned or licensed by Customer in
connection with: (a) water resource development where
Customer is active as operator or partner; and (b) evaluations
Final 2014.1
for Customer's internal use of such projects in which
Customer contemplates becoming active as operator or
partner.
3.4
Storage media that Customer receives from
Schlumberger may contain certain software that is not
to obtain a license for such separate software, Customer
must obtain the appropriate licenses from Schlumberger and
pay the appropriate fees. Customer agrees to comply with
and not deliberately modify or make inoperable any feature
that is incorporated in the Software to prevent access to
unlicensed software.
Customer acknowledges that
Software and Equipment may now or in the future contain
security devices for the protection of Software.
3.5
SCHLUMBERGER DOES NOT GUARANTEE
RESULTS.
ALL INTERPRETATIONS USING THE
PRODUCTS, AND ALL RECOMMENDATIONS OR
DESCRIPTIONS
BASED
UPON
SUCH
INTERPRETATIONS, ARE OPINIONS BASED ON
INFERENCES
FROM
MEASUREMENTS
AND
EMPIRICAL
RELATIONSHIPS
AND
ON
ASSUMPTIONS,
WHICH
INFERENCES
AND
ASSUMPTIONS ARE NOT INFALLIBLE, AND WITH
RESPECT TO WHICH COMPETENT SPECIALISTS MAY
DIFFER. IN ADDITION, SUCH INTERPRETATIONS,
RECOMMENDATIONS AND DESCRIPTIONS MAY
INVOLVE THE OPINION AND JUDGMENT OF
CUSTOMER.
CUSTOMER
HAS
FULL
RESPONSIBILITY FOR ALL INTERPRETATIONS,
RECOMMENDATIONS
AND
DESCRIPTIONS
UTILIZING THE PRODUCTS. SCHLUMBERGER
CANNOT AND DOES NOT WARRANT THE ACCURACY,
CORRECTNESS OR COMPLETENESS OF ANY
INTERPRETATION,
RECOMMENDATION
OR
DESCRIPTION.
UNDER NO CIRCUMSTANCES
SHOULD
ANY
INTERPRETATION,
RECOMMENDATION OR DESCRIPTION BE RELIED
UPON AS THE SOLE BASIS FOR ANY DRILLING,
COMPLETION, WELL TREATMENT, PRODUCTION,
STORAGE, MANAGEMENT OR ANY DECISION, OR
ANY PROCEDURE INVOLVING ANY RISK TO THE
SAFETY OF ANY WATER PROJECT, DRILLING RIG OR
ITS CREW OR ANY OTHER INDIVIDUAL. CUSTOMER
HAS FULL RESPONSIBILITY FOR ALL SUCH
DECISIONS AND FOR ALL DECISIONS CONCERNING
OTHER PROCEDURES RELATING TO THE PROJECT OR
PRODUCTION OPERATION. CUSTOMER AGREES
THAT SCHLUMBERGER SHALL HAVE NO LIABILITY TO
CUSTOMER OR TO ANY THIRD PARTY FOR ANY
ORDINARY,
SPECIAL,
OR
CONSEQUENTIAL
9
DAMAGES OR LOSSES WHICH MIGHT ARISE
DIRECTLY OR INDIRECTLY BY REASON OF
CUSTOMER'S USE OF THE PRODUCTS. CUSTOMER
SHALL PROTECT, INDEMNIFY, HOLD HARMLESS AND
DEFEND SCHLUMBERGER OF AND FROM ANY LOSS,
COST, DAMAGE, OR EXPENSE, INCLUDING
ATTORNEYS' FEES ON A SOLICITOR AND OWN
CLIENT BASIS, ARISING FROM ANY CLAIM
ASSERTED AGAINST SCHLUMBERGER THAT IS IN
ANY WAY ASSOCIATED WITH THE MATTERS SET
FORTH IN THIS SOFTWARE LICENSE.
3.6
Software is licensed for use in the country where
first delivered and may not be transferred outside such
country without Schlumberger's prior written consent.
3.7
Web Applications. If the Software has the
ability to publish web pages and/or web applications the
following terms apply to the web pages/applications, herein
referred to as the Website.
3.7.1
Security of Data Transmissions. Electronic
communications through the Website may not be encrypted.
You acknowledge that there is a risk that data, including email, electronic and wireless communications and personal
data, may be accessed by unauthorized third parties, when
communicated between you and Schlumberger and you and
other parties.
3.7.2
Warranties and Disclaimers.
EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN
AN
AGREEMENT
BETWEEN
YOU
AND
SCHLUMBERGER, OR ANY OF ITS AFFLIATES, ALL
INFORMATON AND SOFTWARE ON THE WEBSITE
ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING
BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE,
OR
NON-INFRINGEMENT.
SCHLUMBERGER ASSUMES NO RESPONSIBILITY
FOR ERRORS OR OMISSIONS IN THE INFORMATION
OR SOFTWARE OR OTHER DOCUMENTS WHICH ARE
REFERENCED BY OR LINKED TO THE WEBSITE.
ALTHOUGH SCHLUMBERGER TRIES TO PROVIDE
ACCURATE AND TIMELY INFORMATION THROUGH
THE WEBSITE, THERE MAY BE INADVERTANT OR
FACTUAL INACCURACIES AND TYPOGRAPHICAL
ERRORS. SCHLUMBERGER RESERVCES THE RIGHT TO
MAKE CHANGES AND CORRECTION AT ANY TIME,
WITHOUT NOTICE. THE INFORMATION PROVIDED
Final 2014.1
WARRANT THE ACCURACY, COMPLETENESS OR
TIMELINESS OF THE INFORMATION, TEXT,
GRAPHICS, LINKS OR OTHER ITEMS CONTAINED ON
THE WEBSITE. SCHLUMBERGER DOES NOT PROVIDE
ANY GUARANTEE AGAINST THE POSSIBLITY OF
DELETION, MIS-DELIVERY, OR FAILURE TO STORE
COMMUNCIATIONS, PERSONALIZED SETTINGS, OR
OTHER DATA. SCHLUMBERGER SPECIFICALLY
DISCLAIMS ALL LIABILITY FOR ERRORS OR
OMISSIONS
IN
OR
THE
MISUSE
OR
MISINTERPRETATION OF ANY INFORMATION
CONTAINED ON THE WEBSITE. SCHLUMBERGER
MAY CHANGE INFORMATION CONTAINED ON THE
WEBSITE AT ANY TIME AND MAKES NO
COMMITMENT TO UPDATE THE INFORMATION
CONTAINED ON THE WEBSITE. YOU ASSUME THE
ENTIRE RISK AS TO THE USE OF THE WEBSITE.
FURTHERMORE, SCHLUMBERGER MAKES NO
WARRANTIES REGARDING ANY SERVICES THAT
MAY BE PROVIDED THROUGH THE WEBSITE,
INCLUDING BUT NOT LIMITED TO ANY SUPPORT
SERVICES. SCHLUMBEGER AND ITS PARENT,
AFFILIATES, AND AGENTS (INCLUDING ITS THIRD
PARTY SERVICE PROVIDERS) DISCLAIM ALL
WARRANTIES EITHER EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO IMPLIED
WARRANTIES OF MERCHANTABILITY, ACCURACY,
FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
ANY MATERIAL DOWNLOADED OR OTHERWISE
OBTAINED THROUGH THE USE OF THE WEBSITE IS
DONE AT YOUR OWN DISCRETION AND RISK AND
YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE
TO YOUR COMPUTER OR OTHER ELECTRONIC
SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE
DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR
INFORMATION, WHETHER ORAL OR WRITTEN,
OBTAINED BY YOU FROM SCHLUMBEGER OR
THROUGH OR FROM THE WEBSITE WILL CREATE ANY
WARRANTY NOT EXPRESSLY STATED IN THESE
TERMS.
The Website can be accessed from other countries around
the world and may contain references to Schlumberger
products, services and programs that may not be available
in a specific country. These references do not imply that
Schlumberger intends to announce or provide these
10
products, services or program in any particular country.
Schlumberger makes no representations that materials
located on the Website are appropriate or available for use
in any location and accessing them from territories where
their contents are illegal is prohibited. Those who choose to
access the site from other locations do so on their own
initiative and are responsible for compliance with local laws.
3.7.3
Limitation of Liability and Indemnification
YOU AGREE TO INDEMNIFY AND HOLD HARMLESS
SCHLUMBERGER AND ITS AFFILIATES, AGENTS,
EMPLOYEES, OFFICERS, DIRECTORS AND ANY THIRD
PARTY SERVICE PROVIDERS HARMLESS FROM ANY
CLAIM, DEMAND, LOSS, COSTS OR EXPENSE,
PERSON ARISING OUR OF YOUR VIOLATION OF THIS
AGREEMENT, STATE OR FEDERAL LAWS OR
REGULATIONS OR ANY OTHER PERSONS RIGHTS,
INCLUDING BUT NOT LIMITED TO INFRINGEMENT OF
ANY COPYRIGHT OR VIOLATION OF ANY
PROPRIETARY OR PRIVACY RIGHT.
UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT
LIMITED TO A NEGLIGENT ACT, WILL SCHLUMBER OR
ITS PARENT, AFFILIATES, AGETNS, EMPLOYEES,
OFFICERS, DIRECTORS OR THIRD PARTY SERVICE
PROVIDERS BE LIABLE FOR ANY DAMAGES OF ANY
KIND THAT RESULT FROM THE USE OF, OR THE
INABILITY TO USE, THE WEBSITE OR ANY SERVICE
RELATED THERETO, EVEN IF ANY SUCH PARTY HAS
BEEN ADVISED OF THE POSSIBILITY THEREOF.
IN NO EVENT WILL SCHLUMBERGER, OR ITS THIRD
PARTY SERVICE PROVIDER BE LIABLE TO YOU OR
ANY THIRD PARTY FOR ANY TORT, CONTRACT OR
ANY OTHER LIABILITY ARISING IN CONNECTION
WITH THE USE OF THE WEBSITE OR ANY SERVICE
RELATED THERETO OR RELIANCE ON ANY
INFORMATION OR SERVICES PROVIDED BY
SCHLUMBERGER. SCHLUMBERGER, ITS PARENT
AND ITS THIRD PARTY SERVICE PROVIDERS WILL
UNDER NO CIRCUMSTANCES BE LIABLE TO YOU
AND/OR ANY THIRD PARTY, REGARDLESS OF THE
FORM OF ACTION, FOR ANY LOSS OF PROFITS,
GOODWILL, USE, DATA OR OTHER INTANGIBLE
LOSSESS, OR ANY DIRECT, INDIRECT, SPECIAL,
CONSEQUENTIAL, INCIDENTAL OR PUNITIVE
DAMAGES WHATSOEVER, EVEN IF SCHLUMBERGER,
ITS PARENT, OR ITS THIRD PARTY SERVICE
PROVIDERS HAS BEEN ADVISED OF THE POSSIBILITY
Final 2014.1
OF SUCH DAMAGES, RESULTING FROM: (1) THE USE
OR THE INABILITY TO USE THE WEBSITE OR ANY
SERVICES PROVIDED THEREON (2) THE TIMELINESS,
DELETION, MISDELIVERY, OR FAILURE TO STORE ANY
USER
DATA,
COMMUNICATIONS
OR
PERSONALIZATION SETTINGS; (3) THE COST OF
GETTING SUBSTITUTE GOODS AND SERVICES
RESUTLING FROM ANY PRODUCTS, DATA,
INFORMATION OR SERVICES PURCHASED OR
OBTAINED
OR
MESSAGES
RECEIVED
OR
TRANSACTIONS ENTERED INTO THROUGH OR FROM
THE WEBSITE (4) UNAUTHORIZED ACCESS TO OR
ALTERATION OF YOUR TRANSMISSIONS OR DATA (5)
STATEMENTS OR CONDUCT OF ANYONE ON THE
WEBSITE (6) THE USE, INABILITY TO USE,
UNAUTHORIZED USE, PERFORMANCE OR NONPERFORMANCE OF ANY THIRD PARTY, EVEN IF THE
THIRD PARTY HAS BEEN ADVISED PREVIOUSLY OF
THE POSSBILITY OF SUCH DAMAGES (7) OR ANY
OTHER MATTER RELATING TO THE WEBSITE. YOU
AGREE THAT YOU WILL NOT IN ANY WAY HOLD
SCHLUMBERGER,
ITS
PARENT,
AFFILIATE
COMPANIES,
OFFICERS,
DIRECTORS
AND
EMPLOYEES OF SAME, FOR ANY SELECTION OR
RETENTION OF, OR THE ACTS OR OMISSIONS OF
THIRD PARTIES, IN CONNECTION WITH THE
WEBSITE.
3.7.4
Privacy Policy. See the Schlumberger General
Web
Site
Privacy
Statement
at
http://www.slb.com/about/privacy.aspx
When you visit the Website, automated tools may log
information about each of your visits. This information is
processed in the aggregate to determine site performance
issues, such as popular pages, most frequently downloaded
forms (if applicable) and other site performance
characteristics. By accessing the Website you agree that
Schlumberger may use this information for internal
purposes.
3.8
Web Applications on Schlumberger
Controlled Servers. If the Software has the ability to
publish Websites to servers under the control of
Schlumberger or our Third Party Service Providers, the
following terms apply.
3.8.1
Your License to Schlumberger.
Any
communications or material of any kind that you e-mail, post
or otherwise transmit to Schlumberger through the Website,
including data, questions, comments or suggestions,
including improvements or recommended modifications
11
he Website will be treated as
non-confidential and non-proprietary. You hereby grant a
license to Schlumberger to reproduce, disclose, transmit,
publish, broadcast, or post your Communications either on
the Website or elsewhere with no liability or obligation to
you. Schlumberger is free to use any ideas, concepts, knowhow, or techniques contained in your Communications for
any purposes, including but not limited to, developing and
marketing products using or containing such information.
a Service Level Agreement with Schlumberger, the use of
Schlumberger controlled servers may be provided as a
courtesy and carry no guarantees of uptime or data
retention. The server may be made unavailable at any time
with no notice and all data may be removed at any time
without notice. It may not be possible to recover any data
removed.
3.8.2.
Use of Third Party Service Providers.
Schlumberger may use third party service providers to assist
in providing any Schlumberger services with or without
Customer is encouraged to a duplicate of the Software and
Customer's data maintained by such Software FOR BACKUP
PURPOSES ONLY to protect against the loss of Customer's
data. Customer may make a single (1) archival copy of the
Software as provided by applicable national copyright law
and under international treaties. Customer agrees not to
copy or reproduce Software or any portion thereof for any
other purpose. Customer shall reproduce all copyright,
patent, and proprietary rights notice(s) as a part of the
informational content of any copy of the Software in any
form. In the case of disk, tape, or other storage media,
Customer shall reproduce such notice(s) in a visually legible
form on the exterior of the media or first page of the printed
volume. Customer is hereby granted the right to make a
reasonable number of printed copies of user documentation
and help files contained in the distribution media with the
Software for its own internal use only, provided that such
original copyright notice.
may also change the Third Party Provider or may itself
provide any service without the assistance of such third
party. You consent and authorize Schlumberger to delegate
the authorizations you provide to Schlumberger to its Third
Party Service Provider(s) as Schlumberger deems necessary
or desirable to provide the applicable Schlumberger services
to you. You agree that the terms and conditions of this
Agreement including any of warranty disclaimers and
liability disclaimers included herein, inure to the benefit of
such Third Party Service Providers and such Third Party
Service Providers shall be deemed to be a third party
beneficiary of this Agreement.
3.8.3
Feedback; Confidential Information; Privacy.
Schlumberger does not want to receive any confidential
information or proprietary information from any user through
the Website. Any information or material sent by you to or
posted on the Website not belonging to Schlumberger will
not be deemed or treated as confidential. By sending
Schlumberger any information or material, you grant
Schlumberger an unrestricted, irrevocable license to use,
reproduce, display, perform, modify, transmit and distribute
those materials or information and you agree that
Schlumberger is free to use any ideas, concepts, know-how,
or techniques that are sent to Schlumberger for any purpose.
3.8.4
Monitoring by Schlumberger. Schlumberger,
its parent, affiliates and agents are entitled but not obligated
to review or retain your Communications. We and our Third
Party Service Providers may monitor your Communications to
evaluate your compliance with this Agreement. You agree
that such monitoring will not entitle you to any cause of
action or other right to respect to the manner in which
Schlumberger or its Third Party Providers monitor your
Communications and enforce or fail to enforce the rules and
guidelines of this Agreement.
3.8.5
4.0
Copying Software
always to the terms and conditions of the Agreement and
this Software License.
5.0
Software Warranty
5.1
Warranty. Subject to Clauses 5.3 and 5.4, if
Customer follows the instructions and operates the
Software on computer systems that comply with
Schlumberger warrants that during the term of the warranty
period, the Software will perform as described in the
Schlumberger Documentation that Customer receives in or
with the Software. Schlumberger does not provide any
warranty for Software that has not been properly licensed.
5.2
Term of Software Warranty. The warranty
period for Software is:
(a) sixty (60) days from the date of physical shipment of the
Software, if the Software is shipped via physical media; or
(b) thirty (30) days from receipt of the license key for the
Software for Software delivered via electronic transmission
or by Customer download from a server.
Guarantees and Retention. In the absence of
Final 2014.1
12
5.3
Remedy. Schlumberger will make its good faith
efforts to correct defects in the Software that prevent the
substantial use of the Software when used in accordance
agrees, however, that Customer must notify Schlumberger
of any defects Customer encounters during the stated
warranty period in order to enforce this warranty. Customer
agrees that Schlumberger does not warrant that the
Software is error free or that all errors will or can be
corrected.
5.4
Limitations on Warranty. The warranty will not
cover any errors or failure in the Software when caused,
the act of others, events beyond the reasonable control of
Schlumberger, failures in hardware, software, firmware
products or data supplied by Customer, a third-party, or
Schlumberger, unless such hardware, software, or firmware
is the subject of a current warranty from Schlumberger.
5.5
External Software Warranty. Schlumberger
does not warrant the form or content of External Software or
related documentation that Schlumberger provides.
Customer accepts any External Software "As Is". However,
Schlumberger will pass through any applicable third party
ed by
Schlumberger to Customer as the end user, and Customer
7.1 All title, ownership and Intellectual Property rights in and
to the Software and any modifications, improvements,
enhancements or derivative works of the Software
(including any that Customer make) will vest and remain
with Schlumberger and/or its licensors. This Agreement
does not grant Customer any intellectual property rights in
the Software or any other Schlumberger software.
Customer agree that Schlumberger, in its sole discretion,
may incorporate as its own and use (including distribution in
source code form under a commercial, or other license) any
and all feedback or guidance Customer provide regarding the
Software. Customer hereby assign to Schlumberger all
rights, title and interest in any feedback or guidance
Customer provide regarding the Software and agree to
execute all documents necessary to implement such
assignment.
If the Software licensed to Customer contains third-party
software, Schlumberger represents that it has the authority
to license any third-party software belonging to
7.2
Information as
proprietary information.
5.6
Disclaimer of Warranties. Except as expressly
stated herein, SCHLUMBERGER MAKES NO WARRANTIES,
EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE
SOFTWARE
PROVIDED,
INCLUDING,
WITHOUT
LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.
6.0
Export Regulations
Customer has been licensed to use the Software in the
country where it was delivered to Customer. Because of the
country(ies) of origin of the Software, the exportation of the
Software to certain countries that are subject to United
States, United Nations, European Union or other similar
trade sanctions may be prohibited. Customer is responsible
for complying with all applicable trade control regulations.
of the Software in violation of applicable trade control
regulations will result in the automatic termination of this
Agreement and all rights to use the Software.
7.0 Ownership
Information
Final 2014.1
and
Protection
Customer will disclose the
need-to-know basis. Customer will maintain adequate
internal procedures, including appropriate binding
Proprietary Information in the same way as Customer protect
is cancelled or terminated, Customer agree to return or
destroy
Information. The provisions of this Article 6.0 will survive
any cancellation or termination of this Agreement.
The confidentiality obligations contained in this Clause 6.2
do not apply to Proprietary Information which is:
received from Schlumberger:
(b) Provided by Schlumberger to others free of any
restrictions on disclosure and use;
(c) Provided to Customer by a third party who has an
authorized and unrestricted right to disclose;
(d) Independently developed by Customer without breach of
these Terms and Conditions; or
(e) Ordered by a court of competent jurisdiction.
of Proprietary
13
If You have chosen to order Maintenance for the
licensed Software, You are entitled to the following
and these additional terms and conditions apply:
8.0 Scope of Maintenance.
Software licensed to Customer is subject to Customer
payment of the annual maintenance fees and Customer
compliance with the terms of this Agreement.
8.2 Maintenance includes the following for the current
version and for the two immediately prior versions of the
Software:
(a) Customer access to telephone support and
access to Company's Software support portal, and customer
support staff for reporting Software malfunctions and
assistance in the use of the Software. Telephone support
is limited to providing assistance with technical difficulties
in using the Software only.
(b) Compan
(including bug fixes and patches) or enhancements to current
versions of the licensed Software, as they become available;
enhancements to existing Documentation, as they become
available; and
defects in the Software program codes and procedural
documents supplied with the Software where such errors
Term and where Company, in its sole discretion, recognizes
them as having a detrimental effect on the performance of
the Software.
8.3
All modifications made to the Software as part of
Maintenance will be in computer readable form which will
be sent to Customer via mail, courier or e-mail at the
discretion of Company. Software updates and upgrades
may also be made available to C
support portal, provided, however, that updates and
upgrades will only be sent to Customer authorized
representatives. Customer will be responsible for loading
such media according to Company's instructions.
8.4
Exclusions from Maintenance.
8.4.1 Customer are not entitled to receive any Maintenance
for Software that Customer have modified.
Any
modifications Customer make to the Software including to
any Embedded or External Software will render the
Final 2014.1
Maintenance void. Company will not be liable to Customer
for any errors, losses or damage resulting from modifications
that Customer make to the Software. Company is only
responsible for maintaining the unaltered release of the
Software licensed to Customer under this Agreement.
8.4.2 Maintenance does not include application
development, software programming support or step by step
instructions for Software configuration above and beyond
general usage questions. Company may at its discretion
determine if the requested assistance is above and beyond
normal operating questions. Advanced assistance may be
provided to Customer under the terms of a separate
consulting services agreement.
8.4.3 In addition to the above, Maintenance excludes the
following:
(a) Software problems created through Customer
fault or negligence;
(b) Software problems that do not significantly
impair or affect the operation of the Software;
(c) Except as provided herein, Software problems
resulting from hardware malfunction;
(d) Software not sold or licensed by Company;
(e) Training on the use or benefits of the Software
(training services are available and may be purchased under
separate terms);
(f) Installation of updates on Customer computer
system (installation services are available and may be
purchased under separate terms); and
(g) Questions related to geoscience or
interpretation of client data.
8.4.4 Software updates are provided only for standard
hardware platforms and operating systems supported by
Company as indicated in the Software technical
specifications. Customer is responsible for making or
arranging for updates to interfaces for non-standard devices
or custom applications (if applicable).
8.5 Maintenance Term. The Maintenance Term shall be
for an initial term as specified in the Quotation. Upon
expiration of the initial term, and as long as Customer have
paid the then current Maintenance fees, maintenance will
be provided for consecutive,
twelve-months terms
beginning January 1.
8.6 Either party may terminate Maintenance by providing
sixty (60) days written notice to the other party, and the
termination will be effective January 1 of the following year.
14
Failure to notify Company of Customer intent to terminate
could result in an automatic renewal and subsequent charge
for Maintenance.
8.7 Maintenance will automatically expire when Customer
Software License expires or is otherwise terminated or
when Customer fail to pay Maintenance fees when due.
9.0 Maintenance Fees
9.1 Fees for Maintenance are specified in the Quotation. If
the Quotation does not include the fees for Maintenance, the
price of Maintenance will be at Company's then current
Maintenance are payable in advance. Customer agrees to
pay any Maintenance fee invoice within thirty (30) days of
receipt. Company may, in its discretion, determine to
withhold Maintenance until payment has been received.
9.2 Customer agrees to provide Company with at least sixty
(60) days advance written notice of Customer intent to not
renew the Maintenance. Failure to notify Company with
sufficient time will result in automatic renewal and
charges.
9.3 Company may increase the Maintenance fees by giving
Customer not less than thirty (30) days prior written notice
of increases which will become effective on the subsequent
January 1 renewal. Notwithstanding the foregoing, no
increase in Maintenance will apply for any period for which
Customer have paid in advance.
9.4 Reinstatement.
Customer may reinstate lapsed
Maintenance by making full payment of the Maintenance
fees that would have been due from the expiration of the
last active Maintenance period through the reinstatement
date. A reinstatement administrative fee of five percent
(5%) of the back maintenance fees may also apply.
End of Software License Terms and Conditions
Final 2014.1
15