EUG
ONLINE SERVICES TERMS AND CONDITIONS
EGPC group owns all the existing and future geological data
acquired in exploration concessions and development leases. By accessing or
using the Online Services, Customer and/or its Authorized User(s) accepts these
Egypt Upstream Gateway ("EUG") Online Services Terms and Conditions ("T/Cs")
with effect from the Effective Date. The T/Cs, together with an EUG membership (if
applicable), form an "Agreement" for the purpose of accessing or
using the Online Services. Any contrary,
inconsistent, or additional provisions contained in any other Customer
documentation is expressly rejected. Other Services (if any) are governed by additional
terms which complement these T/C's when such an option is ordered by Customer
in the Quotation.
1.1.
Affiliate(s):
any legal entity: (i) controlling, controlled by or under common control with
an entity, where "control" is defined as the legal or beneficial
ownership of more than fifty percent (50%) of the voting rights at the assembly
of owners of such entity, or in the case of a foreign domiciled affiliate where
the prevailing law of the foreign country prohibits majority ownership by a
foreign parent organization, an ownership interest by such entity which
reflects the maximum controlling interest allowable under the laws of such
foreign country, or such other relationship as, in fact, constitutes actual
control; or (ii) specifically designated as an affiliate of either party in a
Quotation.
1.2.
Applicable Data Protection Laws:
any law regarding Personal Data applicable to this Agreement.
1.3.
Authorized Users:
natural person designated by the Customer to have access to the Online Services
on behalf of the Customer.
1.4.
Customer Data:
non-public and proprietary data uploaded to the Online Services by the Customer
or Authorized Users related to geological exploration, development, production
or management. Customer Data does not include any information provided through
a public forum within the Online Services or any feedback or suggestions
regarding the functionality of the Online Services.
1.5.
Confidential Information:
non-public and proprietary information, including: Customer Data, the Online Services,
Documentation, EUG Licensed Data, information related to third party vendors
that the EUG Operator works with to provide the Online
Services, information related to any security vulnerabilities of the Online
Services, and information about the EUG Operator's and its Affiliates' products
and services. Except as required by
applicable law or regulation, Confidential Information will not include
information that:
1.5.1.
at
the time of the disclosure is, or thereafter becomes, generally available to
and known by the public other than as a result of, directly or indirectly, any
breach of the Agreement, act, or omission by the recipient or any of the
recipient's representatives;
1.5.2.
at
the time of the disclosure is, or thereafter becomes, available to the
recipient on a non-confidential basis from a third-party source, provided that
such third party is not and was not prohibited from disclosing such
Confidential Information to the recipient by any legal, fiduciary, or
contractual obligation;
1.5.3.
was
known by or in the possession of the recipient, as established by documentary
evidence, before being disclosed by or on behalf of the disclosing party
pursuant to the Agreement;
1.5.4.
was
or is independently developed by recipient, as established by documentary
evidence, without reference to or use of, in whole or in part, any of the
disclosing party's Confidential Information; or
1.5.5.
that
the parties have entered into the Agreement.
1.6.
Concession
Holder (Operator): Holder of E&P licenses pursuant to the award of
Exploration Acreage (Area with ongoing exploration activities by an
Operator), Development Lease
(that is, active producing blocks), or a nominated block, who is also
responsible for all activities related to the license.
1.7.
Customer:
the legal entity that enters into an Agreement with the EUG Operator or the EUG.
1.8.
Customer Account: an
account specific to Customer through which Customer manages the access to and
use of the Online Services and Customer Data by Customer's Authorized Users.
1.9.
Online Services: those online services made available by the EUG Operator for
general commercial release, that are selected by the Customer and that the EUG
Operator agrees to provide to the Customer, which are more particularly
described in the Documentation.
1.10.
Documentation: any document(s) or information associated
with the operation, performance, or pricing of the Online Services made
available by the EUG Operator to the Customer. The EUG Operator may update the
Documentation from time-to-time during the term of the Agreement (e.g., as new
functionality, data, or features are made available to Customer). Documentation
does not include information published through the Online Services on forums.
1.11.
Effective Date:
the earlier of: (i) the date on which the Customer returns a signed Quotation
to the EUG Operator either physically or electronically; or (ii) the date
Customer first accepts these T/Cs (e.g., by clicking an online "accept" button
or checking a checkbox confirming such acceptance on the relevant webpage).
1.12.
EGPC
Group: means EGPC, EGAS and GANOPE, together, or any future entity or
regulatory body 100% owned by EGPC that leads the upstream activities in Egypt.
1.13.
EUG Operator: Schlumberger
1.14.
Interpretations:
(i) processing, review, and analysis of data; (ii) the making of models, workflows,
and estimates; (iii) descriptions of data, wells, and reservoirs; and (iv) any
other explanation, evaluation, recommendation, or description provided to
Customer through the Online Services.
1.15. Legacy Data: EGPC Group Data which
is currently stored in the EGPC Information Centre and Data that was not
originally acquired by the current concession holder and EGPC Group have the
right to use it according to "RECORDS, REPORTS AND INSPECTION" article in the
model agreement.
1.16. Not used.
1.17. Open Acreage: Area void of ongoing
exploration activities by a concessionaire (Operator).
1.18. Other Services: any additional consulting,
installation, implementation, training, onsite support, or other services set
out in the Quotation and provided on the services terms and conditions referred
to in the Quotation or, absent any such reference, on the EUG Operator's standard services terms which will supplement
these T/Cs.
1.19. Personal Data: any information submitted by
Customer and/or Authorized User that is directly or indirectly related to an
identified or identifiable natural person and that is processed to provide the Online
Services to the Customer.
1.20. Personal Data Breach: an accidental or unlawful
destruction, loss, alteration, unauthorised disclosure of, or access to,
personal data transmitted, stored or otherwise processed in connection with
this Agreement.
1.21.
Pre-Commercial Online Services: any
part(s) of the Online Services that the
EUG Operator has not approved for general commercial release.
1.22.
Quotation:
key commercial and pricing terms provided by the EUG Operator applicable to the
Online Services (e.g., initial monthly cap, initial monthly commitment, initial
subscription term, unit price). A
Quotation may be a physical document signed by the Customer and returned to the
EUG Operator, or an electronic form accepted by the Customer and/or Authorized
User (e.g. by clicking an online "accept" button or checking a checkbox
confirming such acceptance on the relevant webpage). An EUG membership may be considered a Quotation.
1.23.
Resources: storage
space for Customer data, processor cores and other system infrastructure or
equipment used by or made available to the Customer.
1.24.
Schlumberger:
the legal entity, and its Affiliates, providing the Online Services.
1.25.
EUG Operator Licensed Data:
data provided or made available by the EUG Operator via the Online Services. Such
data can originate from the EUG Operator, the EUG, public sources, and/or third
parties and may require Customer to agree to additional terms and conditions before
gaining access.
1.26.
Security Incident:
any actual damage to the integrity or security of: (i) the Online Services
available to Customer or others; or (ii) the infrastructure or systems on which
the Online Services operate or rely upon.
A Security Incident includes a Personal Data Breach and any other
unlawful or unauthorized access to any data resulting in loss, disclosure, or
alteration of the data.
1.27. Subscription Term: an initial subscription term and
any subsequent extensions as further specified in Section 6.
1.28. Third Party License Terms: license terms
associated with third party software that require any portion of the Online
Services to be disclosed, licensed, or redistributed to any third party.
1.29. Usage Report: the itemized report generated by the
EUG Operator's systems detailing Online Services used or accessed by the
Customer and the Customer's Authorized Users.
1.30. Clause, Schedule and paragraph
headings shall not affect the interpretation of these T/C's.
1.31. A person includes a natural person,
corporate or unincorporated body.
1.32. A reference to a company shall
include any company, corporation or other body corporate, wherever and however
incorporated or established.
1.33. Unless the context otherwise
requires: words in the singular shall include the plural and in the plural
shall include the singular; and a reference to one gender shall include a
reference to the other genders.
1.34. Any words following the terms
including, include, in particular, for example or any similar expression shall
be construed as illustrative and shall not limit the sense of the words,
description, definition, phrase or term preceding those terms.
1.35. 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. Structure of this Agreement.
2.1.
These
T/Cs provide the contractual framework for Customer and the EUG Operator to
enter into agreements from time to time for the provision and use of those Online
Services specified in Quotations.
2.3.
If
there are any discrepancies between the relevant Quotation and these T/Cs,
these T/C's will take precedence unless that Quotation:
2.3.1.
expressly
identifies specific section(s) of these T/Cs to be modified; and
2.3.2.
sets
out the modified language of the specific section(s) so identified.
2.4.
These
T/Cs do not oblige either Customer or the EUG Operator to issue or accept any
Quotation or enter into any Agreement. Except
to the extent provided in an Agreement the EUG Operator shall not be obliged to
provide any Online Services and Customer shall not be obliged to pay the EUG
Operator for use of any Online Services.
3.
Customer
access to Online Services.
3.2.
EUG
Operator will establish the Customer Account. Customer is solely responsible
for managing the Customer Account and for controlling access to Online Services
and Customer data by Customer's Authorized Users. Customer shall be responsible and liable for
the acts and omissions of its Authorized Users, including any unauthorized
access to the Customer Account by third parties caused by Customer's or its
Authorized Users' loss or disclosure of account credentials or passwords.
3.3.
EUG
Operator will make available to Customer a minimum set of Resources as
specified in the Documentation and/or Quotation.
3.4.
Except
to the extent expressly permitted under any separate licence agreement
governing its use, Customer and Authorized Users will access, use, save, store,
or retain EUG Operator Licensed Data only within the Online Services.
3.5.
EUG
Operator may give Customer access to online reporting tools through which
Customer may monitor actual usage of the Online Services during the
Subscription Term.
4.1.
EUG
Operator Obligations
4.1.1. EUG Operator will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under an Agreement.
4.1.2. EUG Operator will provide any software EUG Operator may develop (or have developed on its behalf) that is required to be installed on Authorized Users' devices to enable their access to or use of Online Services and/or Pre-Commercial Online Services, if applicable and at no additional cost.
4.1.3. EUG Operator will provide the Online Services and/or Pre-Commercial Online Services in accordance with each Agreement.
4.1.4. In addition to any obligations under any service level agreement, EUG Operator will use commercially reasonable efforts to make available the Online Services to the Customer, except for required maintenance periods.
4.2.
Customer
Obligations
4.2.1.
All
Customer Accounts and Authorized User access must be kept secure and
confidential.
4.2.2. Customer must promptly notify EUG Operator through the Customer Account, and maintain as confidential any information about: (i) possible Security Incident caused by the act or omission of Customer and/or an Authorized User; (ii) any security vulnerability of the Online Services discovered by Customer and/or an Authorised User; and/or (iii) suspected misuse of the Online Services by Customer and/or an Authorized User.
4.2.3. Customer must retain a copy of all Customer Data separate from the Online Services.
4.2.4. Neither Customer nor any Authorized User will introduce into the Online Services or otherwise provide to EUG Operator any third party data and/or software or use the Online Services in any manner that could impose Third Party License Terms on EUG Operator.
4.2.5. Customer must procure, maintain, and secure the network connections and telecommunications it uses to access the Online Services.
4.2.6. Neither Customer nor any Authorized User are permitted to use the Online Services: to violate the rights of others (including other EUG Operator customers or subcontractors using the services); to stalk, harass, threaten or harm another; to pretend to be any person or entity they are not; to post, send, transmit or otherwise make available any unsolicited communication or any communication that may be libellous, defamatory, disparaging, pornographic, obscene, or otherwise illegal; to plan or engage in any illegal activity or cause harm to any person or property; to gather or store Personal Data of any other user or customer of the Online Services; to gain or try to gain unauthorized access to or disrupt any service, device, data, account or network; to distribute malicious software; or otherwise in a way that could harm the Online Services or EUG Operator Licensed Data, or impair anyone else's use of same.
5.
General
Payment Terms
5.1.
If
relevant, EUG Operator will provide to the Customer a monthly invoice for the
amount due for access to and/or use of the Online Services. If the Customer
requires specific information for processing such invoices, Customer must
inform EUG Operator of such requirements in writing within fifteen (15) days of
the Effective Date. EUG Operator will
evaluate the request and inform Customer which of any such requirements EUG
Operator is unable to comply with before issuing Customer with the first
invoice.
5.2.
Unless
otherwise agreed in a Quotation: (a) Customer will pay EUG Operator's published
list price for each product or service offered through the Online Services; and
(b) Customer will pay all invoices issued under an Agreement within thirty (30)
days of the invoice date in United States currency.
5.3.
If
Customer disputes any portion of an invoice in good faith, Customer must: (a) pay
the undisputed portion of the invoice; (b) notify EUG Operator 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.
5.4.
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 applicable Quotation. Customer agrees to pay
all reasonable and documented costs and attorneys' fees EUG Operator may incur
in collecting any unpaid fees.
5.5.
Upon
termination of an Agreement for any reason, Customer must pay all amounts due.
6.
Term,
Suspension, and Termination.
6.2.
A
Subscription Term begins when EUG Operator first provides Customer access
credentials to its Customer Account. The Subscription Term will be:
6.2.1.
the
duration specified in the applicable Quotation; or
6.2.2.
if
either no duration is stated or no Quotation exists, three (3) months and will
thereafter automatically renew every three (3) months, absent a party giving
the other written notice of termination not less than one (1) month before the automatic
renewal date.
6.3.
EUG
Operator may suspend any Agreement, these T/Cs, any Quotation and/or access to any
or all of the Online Services: (a) for any non-compliance with laws and
regulations under Section 9.1; (b) for any violation of EUG Operator's proprietary rights under
Section 11; (c) for a breach of the confidentiality provisions in Section 12 by Customer and/or Authorized User; (d) for a breach of Customer's
representations and warranties in Section 13; (e) for failure to pay any amount invoiced by EUG Operator, which have
not been disputed by Customer in good faith and which are more than 30 days
overdue; (f) if Customer disables or impedes EUG Operator's ability to generate
accurate Usage Reports; (g) upon Customer becoming subject to a change of
control; or (h) unless otherwise expressly agreed in a Quotation upon
Customer's and/or any Authorized User's use of the Online Services to perform
consulting services for third parties. If the event giving rise to EUG Operator's
right to suspend under this provision is not remedied to EUG Operator's
reasonable satisfaction within 30 days of EUG Operator having notified Customer
thereof, or if such event is in EUG Operator's opinion not capable of remedy, EUG
Operator may terminate the relevant Agreement and/or any Customer or any of
Customer's Authorized Users' access to the Online Services.
6.5.1.
the
receiving 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 the written
notice of breach;
6.5.2.
the
receiving party suspends, or threatens to suspend, payment of its debts;
6.5.3.
the
receiving 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
6.5.4.
the
receiving 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.
6.6.
If
there is a Security Incident affecting Customer Data:
6.6.1.
EUG
Operator will notify Customer about the Security Incident without undue delay
upon becoming aware;
6.6.2.
EUG
Operator may immediately suspend the Online Services, Customer Account, or
Authorized Users' access without notice and for as long as EUG Operator, acting
reasonably, deems necessary; and
6.6.3.
EUG
Operator 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
Authorized Users' acts or omissions.
6.7.
On
expiration or termination of an Agreement for any reason:
6.7.1. EUG Operator will allow the Customer Account to be used to retrieve Customer data for thirty (30) days after the date of termination. After such period, Customer data will be deleted from the Online Services. However, Customer data may persist in the Online Services environment for up to 180 days following deletion, but only as part of its archiving, indexing and backup systems. During this period EUG Operator will not use Customer Data for any purpose other than archiving, indexing and backup.
6.7.2.
Customer
will delete or return all Documentation, EUG Operator Confidential Information
and EUG Operator Licensed Data in its possession, and certify the same in
writing to EUG Operator within
thirty (30) days of the date of termination;
6.7.3.
if
Customer wishes EUG Operator to retain Customer data for longer than thirty
(30) days, or send it to another storage facility, the parties shall first enter
a separate agreement for such data retention or dispatch services; and
6.7.4.
any
rights, remedies, obligations or liabilities that have accrued up to the date
of termination or expiration will not be affected by termination.
7.
Customer
Data
and Customer use of the Online Services.
7.1.
EUG
Operator claims no ownership rights in Customer Data.
7.2.
Customer
is solely responsible for the legality, reliability, integrity, accuracy, and
quality of data that Customer or any Authorized User provides to the Online
Services or makes available to EUG Operator. Customer acknowledges that by
granting access to Authorized Users, Authorized Users may have the ability to
export Customer data from the Online Services.
7.3.
EUG
Operator may only use Customer Data and information about Authorized Users'
interaction with the Online Services to provide the Online Services and secure
and improve EUG Operator's products and services.
7.4.
EUG
Operator will use cloud computing service providers and other third party
service providers in connection with the Online Services. The third party
service providers may transmit, maintain, and store Customer data using third
party computers and equipment in locations around the world, including
locations outside the country of operation or incorporation of Customer.
Customer may request EUG Operator to maintain and store Customer data in a
specified location. EUG Operator shall
endeavour to comply with such request, but will be under no obligation to do
so.
7.5.
If
EUG Operator provides Customer with feedback or suggestions about Customer
data, then Customer may use that information without obligation to EUG Operator,
and EUG Operator hereby irrevocably assigns to Customer all right, title, and
interest in that feedback or suggestions; however, EUG Operator retains all
right, title, and interest in any feedback or suggestions related to
development of, improvements to, or security enhancements to EUG Operator's
products and/or services (including the Online Services).
7.6.
EUG
Operator 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.
EUG
Operator will announce if it intends to discontinue an Online Service specified
at https://www.software.slb.com/deprecation. EUG Operator will use commercially
reasonable efforts to continue operating the Online Service for at least 12
months after the notification, unless (as EUG Operator 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.
8.1.
Where
applicable, EUG Operator provides the Online Services consistent with its
Privacy Statement (http://www.slb.com/about/privacy.aspx), Security Framework (https://www.software.slb.com/delfi/security) and all Applicable Data Protection Laws.
8.2.
Neither
Customer nor Authorized Users, nor anyone on their behalf, will perform any
stress, vulnerability, penetration, availability, performance testing on, or
otherwise attempt to access, any network, system, server, or computer hosting
the Online Services or introduce any virus or malicious software or similar
into the Online Services.
9.1.
Customer,
Authorized User, and EUG Operator will each comply with all laws and
regulations applicable to them and related to the provision and use of the Online
Services including data transmission, storage, processing, privacy, security
breaches, data residency, import/export controls, and international sanctions.
Customer will not allow access, use of, or ingestion of data to the
Online Services by Authorized Users in a manner which would breach Egyptian trade
compliance laws, data residency laws, or any other regulations by any means
whatsoever.
9.2.
The
Parties agree that is not their intention for EUG Operator or the Online
Services to be deemed an internet service provider.
9.3.
The
text of this Agreement, as well as the documents associated therewith,
including the Quotation, Documentation, and any additional contracts concerning
the Online Services, 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 shall be given priority of
any interpretation.
10.1.
No
rights or obligations under these T/Cs and/or any Agreement are assignable or
transferable (other than to EUG Operator's or Customer's Affiliates) in any
manner, whether voluntary, by merger, operation of law or otherwise without the
other party's prior written agreement. Any transfer or assignment in
breach of this section allows the non-breaching party to terminate these T/Cs
and/or any Agreement.
11. EUG Operator Proprietary Rights.
11.1.
All
title, ownership, and right in and to the Online Services, as well as any
modifications or derivative works of the Online Services (even if created by
Customer or by an Authorized User), and any media or infrastructure on which
the Online Services is provided, remain with EUG Operator or its licensors.
11.2.
If
Customer provides EUG Operator feedback or suggestions about the Online
Services, then EUG Operator may use that information without obligation to
Customer, and Customer irrevocably assigns EUG Operator all rights, title, and
interest in that feedback and/or those suggestions.
11.3.
Except
as expressly stated in Section 3.1, neither
these T/Cs nor any Agreement grants the Customer any rights to or in patents,
know how, copyright, database right, trade secrets, EUG Operator's Confidential
Information, trade names, trademarks (whether registered or unregistered), or
any other rights or licenses to any portion of EUG Operator's products, or
services.
11.4. Neither Customer nor Authorized
Users will use or assist another to use any processes, methods, or other
learnings from the Online Services to reverse engineer or replicate any portion
of the Online Services internally or externally except as otherwise permitted
under these T/Cs and/or any Agreement.
12.1.
Each
party agrees to maintain all Confidential Information received from the other
party in secrecy and confidence during the term of these T/Cs and/or any
Agreement, and for a period of five (5) years after the termination or expiry
of the last Agreement entered into pursuant to these T/Cs, using the same
degree of care as it used to protect its own confidential information. In no
event will the receiving party use less than a commercially reasonable degree
of care.
12.2.
If
a third party requests Confidential Information from a receiving party pursuant
to a legal requirement, the receiving party will do the following, if legally
permitted:
12.2.1.
promptly
notify the disclosing party of the request;
12.2.2.
reasonably
assist the disclosing party in seeking a protective order or similar remedy if
the disclosing party requests such assistance;
12.2.3.
inform
the disclosing party of the Confidential Information provided to the third
party; and
12.2.4.
endeavour
to maintain confidentiality of Confidential Information disclosed to the third
party.
13. Representations and Warranties.
13.1.
Mutual Representations and
Warranties. Each party represents and warrants to the other party that:
13.1.1.
if
a legal person, the party is a validly existing and in good standing as a
corporation or other entity under the laws of the jurisdiction of the party's
incorporation or other organization;
13.1.2.
the party has the full right, power and
authority to enter into and perform the party's obligations and grant the
rights, licenses, consents, and authorizations the party grants or is required
to grant under these T/Cs and/or any Agreement; and
13.1.3.
the
acceptance of these T/Cs and each Agreement has been duly authorized by all
necessary individuals, corporate, or organizational entities.
13.2.
EUG Operator Representations and
Warranties. EUG Operator represents and
warrants to Customer that:
13.2.1.
The
Online Services will perform substantially as described in the applicable
Documentation made available by EUG Operator and accessible by Customer through
the Online Services, provided such use by Customer and each Authorized User is
in accordance with the applicable Documentation.
13.3.
Customer Representations and
Warranties. Customer represents and warrants to EUG
Operator that:
13.3.1.
all
information about Customer and Authorized Users provided by Customer or
Authorized Users is accurate and current;
13.3.2.
Customer
and/or Authorized 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 Authorized Users (i) are citizens, (ii) reside, or
(iii) access the Online Services;
13.3.3.
Customer
has all necessary licenses, consents, and permissions for all data and software
provided by Customer and/or Authorized User(s) to permit EUG Operator to make
available such data and/or software to Customer and/or Authorized User(s)
through the Online Services; and
13.3.4.
data provided by Customer and/or Authorized User to EUG Operator and/or the Online Services does not
infringe any intellectual property or proprietary right of any third party or
violate any applicable laws, rules or regulations;
13.4.
Disclaimer
of Warranties.
13.4.1.
Except AS
AGREED ELSEWHERE IN THIS AGREEMENT, to the fullest extent permitted by applicable
law EUG Operator disclaims AND EXCLUDES all warranties, representations,
conditions, and all other terms of any kind whatsoever implied by statute,
REGULATIONS, DIRECTIVES, or common law, including:
13.4.1.1.
all
warranties or conditions of quality, merchantability,
non-infringement, fitness for a particular purpose, and all warranties that may
arise from course of dealing, course of performance, or usage of trade;
13.4.1.2.
that the
use or access to the Online Services will be timely, uninterrupted, error-free,
complete, secure, or will meet Customer requirements or expectations;
13.4.1.3.
that
information obtained or derived from the Online Services is accurate or
reliable;
13.4.1.4.
that the Online
Services will be free from loss, corruption, attack, malicious code,
interference, hacking, or other intrusion;
13.4.1.5.
regarding
any non-conformance caused by USE OF the Online Services contrary to EUG
Operator's Documentation, or by modification, alteration, or interface with the
Online Services by anyone other than EUG Operator; and
13.4.1.6.
That any
Interpretations GENERATED BY OR USING THE ONLINE SERVICES are accurate,
correct, or complete.
14.1.
EUG Operator Indemnification.
14.1.1.
EUG
Operator agrees to 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 pursuant to
section 3.6 by
any party other than EUG Operator or
a EUG Operator Affiliate.
14.1.2.
EUG
Operator's indemnification regarding any patent, copyright, or trademark
infringement is conditional on Customer giving EUG Operator prompt notice of the claim for alleged
infringement and Customer not making any admission, declaration, or arrangement
regarding the claim of alleged infringement. Customer may tender the defense to
EUG Operator, and EUG Operator may
elect to take control of the defense of a claim at its discretion. If EUG
Operator assumes the defense, then it will
have sole authority to retain counsel, prepare and present the defense, and
settle the claim.
14.1.3.
EUG
Operator's agreement to indemnify Customer regarding any patent, copyright, or
trademark infringement will be void, and EUG Operator will
have no liability or responsibility to the Customer, if the alleged claim of
infringement is based upon:
14.1.3.1.
EUG
Operator's compliance with Customer's specifications, where such specifications
require EUG Operator to modify the Online Services;
14.1.3.2.
the
combination of the Online Services with other products, services, processes,
methods, workflows, or data not furnished by EUG Operator;
14.1.3.3.
any
unauthorized addition to or modification of the Online Services; or
14.1.3.4.
any
use of the Online Services that does not correspond to the Documentation.
14.1.4.
Customer
will indemnify, defend, and hold harmless EUG Operator for any alleged infringement and
any finding of infringement of any patent, copyright, or trademark, which
results from a claim based on Sections 14.1.3.1 to 14.1.3.4.
14.2.
Customer Indemnification. Customer will indemnify, defend,
and hold harmless EUG Operator and EUG Operator's officers,
directors, employees, agents, successors and assigns, and EUG Operator's
Affiliates from and against any and all losses incurred in connection with any
claim, suit, action, or proceeding that arises out of or relates to any use of
or access to the Online Services:
14.2.1.
with
data provided by Customer and/or Authorized User to the Online Services,
including, but not limited to, (i) the import, export, or transmission of data
in violation of laws or regulations, (ii) the processing of Personal Data or
Special Categories of Personal Data;
14.2.2.
with
any other materials, information, products, or services provided by or on
behalf of Customer and/or Authorized User, including EUG Operator's compliance
with any specifications or directions provided by or on behalf of Customer
and/or Authorized User;
14.2.3.
to
plan or undertake any operation related to the exploration, appraisal, development,
production or management of hydrocarbons by the Customer and/or any Authorized
User;
14.2.4.
any
breach of the Customer's obligations set out in Section 7
(Customer Data and Customer use of the Online Services), Section 8
(Data Privacy and Security), and Section 8.1
(Compliance with Laws);
14.2.5.
resulting
in a Security Incident caused by the Customer and/or any Authorized User.
In each case regardless of cause, including
the negligence or breach of statutory duty by EUG Operator, its Affiliates and
their respective personnel.
15.1.
EUG
Operator's aggregate liability limit to the Customer and the Authorized Users
whether in contract, tort (including negligence), for breach of statutory duty
or otherwise arising out of or in connection with an Agreement shall be limited
to the amount of fees paid by Customer for use of the Online Services over the
twelve (12) months period preceding the claim under that Agreement. Nothing in
this Section 15 shall exclude or limit any liability that cannot be excluded or limited
at law. Customer will indemnify, hold harmless, and defend EUG Operator of
and from any loss, cost, damage, or expense, including third party claims and
attorneys' fees, above EUG Operator's limit of liability.
15.2.
Consequential Damages. UNLESS OTHERWISE AGREED, TO THE FULLEST EXTENT
PERMITTED BY LAW, NEITHER PARTY MAY RECOVER, INCLUDING UNDER AN INDEMNITY, ANY
PUNITIVE, INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, OR ENHANCED DAMAGES, REGARDLESS
OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES
OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE
FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
FURTHER, THE PARTIES ACKNOWLEDGE AND AGREE
THAT NEITHER PARTY SHALL BE LIABLE FOR ANY OF THE FOLLOWING LOSSES, IN EACH
CASE WHETHER DIRECT OR INDIRECT: (I) LOSS OF USE; (II) LOSS OF REVENUE, PROFIT,
OR BUSINESS; (III) LOSS OF INVESTMENT; (IV) LOSS OF RIG TIME OR OTHER BUSINESS
INTERRUPTION; (V) COST OF SUBSTITUTE SOFTWARE OR SERVICES, OR THE PROCUREMENT
THEREOF; (VI) AND/OR LOSS, DAMAGE, CORRUPTION, OR REPLACEMENT OF COMPUTING
SYSTEMS.
15.3.
DMCA. Customer releases EUG Operator from
EUG Operator's compliance with take-down notices for removing material from the
Online Services pursuant to the U.S. Digital Millennium Copyright Act, or
similar law.
15.4.
Notwithstanding
any other provision of the Agreement, under no circumstances will EUG Operator have
any obligation to re-create, re-acquire, process or re-process, re-shoot any Customer
Data damaged within or lost from the Online Services, or to re-drill or re-log
any well or well section or be liable for any costs associated therewith,
including as may be caused by any third party, in each case whether direct or
indirect.
15.5.
Force Majeure. EUG Operator will not be liable under these T/Cs and/or any
Agreement if EUG Operator is prevented from or delayed in performing EUG
Operator's obligations by acts or events beyond EUG Operator's reasonable
control, including: strikes, lock-outs or other industrial disputes (whether
involving the workforce of EUG Operator or any other party); utility, network or
device failure external to EUG Operator or its cloud service providers; Security Incidents and/or third-party
attacks, including but not limited to distributed denial of service, directed
attacks targeting EUG Operator 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.
15.6.
The
limitations in this Section 15 (Limitations of Liability) apply even if Customer is not fully
compensated for any losses and regardless of: (i) whether EUG Operator knew
of or should have known about the possibility of damages; (ii) if any limited
remedy fails in its essential purpose; and/or (iii) regardless of the form of
action upon which a claim for such damages may be based, whether in contract,
tort (including, but not limited to negligence or breach of statutory duty),
strict product liability or any other legal or equitable theory.
15.7.
All
Interpretations and decisions
resulting from use of the Online Services are opinions and decisions based on
inferences from measurements and empirical relationships, which are not
infallible and may involve individual opinions and judgments, data, or computer
analysis with respect to which competent specialists may differ. Such
Interpretations and decisions may involve information and data furnished by the
Customer or third parties, the accuracy and reliability of which are not the
responsibility of EUG Operator. Customer takes full responsibility for relying
on Interpretations or decisions
resulting from use of any of the Online Services.
15.8. EUG Operator will have no liability for any damage caused
by errors or omissions in any information, instructions or scripts provided to EUG
Operator by the Customer in connection with
the Online Services, or any actions taken by EUG Operator at the Customer's direction.
16.1.
Customer
will materially breach the Agreement if it fails to comply with its payment
obligations.
16.2.
If
a party believes the other party has committed a non-material breach of the
Agreement, that party will provide written notice to the alleged breaching
party in writing setting out the alleged breach. If the alleged breaching party
fails to cure the non-material breach within thirty (30) days, the noticing
party may pursue all available remedies at law or equity, including (a)
suspending access to the Online Services as provided for in the Agreement, (b)
terminating the Agreement as provided for in the Agreement, or demanding
arbitration pursuant to Section 17.
17. Governing Law, Venue and Arbitration.
Any
controversy or claim arising out of or relating to these T/Cs, any Quotation
and any Agreement, or any breach thereof, will be settled by arbitration in
accordance with this Article.
If
any of the parties to the dispute are residents of Egypt, the seat of
arbitration shall be held in Cairo, Egypt in the English language in accordance
with the Rules of Cairo Regional Centre for International Commercial
Arbitration in accordance with the laws of Egypt. If either party to the dispute is not
residents of Egypt, the arbitration shall be held in the English Language in
London in accordance with the Rules of the International Arbitration Centre and
subject to the laws of England and Wales. Any award rendered by the
arbitrator(s) may include costs against either Party and may be entered into a
court of competent jurisdiction for enforcement, subject to limitations of
liability articulated in these T/Cs. The arbitrators must issue a final award
no later than twelve (12) months after a demand for arbitration is filed.
18. Publicity. Neither party shall make,
or permit any person to make, any public announcement concerning these T/Cs or
any 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 EUG Operator uses
the Customer's name and/or logo(s) in its marketing material to notify others
and/or make public that Customer is a user of EUG Operator's
Online Services.
19. Third Party Links. Certain content, components or features of the Online
Services (or made available by the Online Services) may include links to third
party resources, including, but not limited to, hyperlinks to other websites,
resources, or content. EUG Operator may have no control over
such third party resources. EUG Operator is not responsible for the availability of such third party
resources. EUG Operator does not: (i) make any warranty, express or implied, with
respect to the use of the links provided on, or to, this website; (ii)
guarantee the accuracy, completeness, usefulness, or adequacy of any other website, services,
goods, or advertisements that may be linked to this website; or (iii) make any
endorsement, express or implied, or any other websites, services, goods, or
advertisements that may be linked to this website. The links may also contain
third party advertisements which contain embedded hyperlinks to websites
operated by third parties. The third party advertiser is solely responsible for
any representations or offers made by it and for the delivery of goods or
services you agree to purchase from the third party website. EUG Operator is not liable for or
responsible for the content of any third party resources or for any damages
incurred or alleged to have been incurred, either directly or indirectly, as a
result of Customer's reliance on anything associated with such third party
resources.
20. Third Party Rights. The Agreement does not
confer any rights on any person or party (other than the parties to the
Agreement and, where applicable, their successors and permitted assigns.
21.1.
Prices
for the Online Services 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 Online
Services. If any such taxes or duties are applicable, they will be added to EUG Operator's invoices to Customer. If
EUG Operator must initially pay such assessments, Customer agrees to reimburse EUG
Operator within thirty (30) days after receipt of EUG Operator's invoice. Taxes
based upon EUG Operator's income are the sole responsibility of EUG Operator.
21.2.
The
prices, rates and charges set forth in the Agreement and each Quotation 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 on settlements made by
Customer to EUG Operator, Customer agrees that it shall on its own accord
gross-up the access fee or any other charges due under this agreement in a
fashion that net amounts received after such withholding yield back the prices
and rates under the Agreement. In such
case, Customer shall deduct the withholding taxes from such grossed-up amounts
and pay such withholding taxes directly to the appropriate governmental
authority.
21.3.
If
any tax is imposed on EUG Operator, outside its country of incorporation and
fiscal residence, as a consequence of the providing services under an Agreement
or due to an act of the Customer that is outside the control of EUG Operator or due to the Customer accessing
and storing the data in a particular country, such taxes will be for the sole
account of Customer and be paid by Customer irrespective of how it is levied.
Should EUG Operator have to pay such taxes, Customer shall promptly reimburse EUG Operator such amounts that eliminate any
incremental tax burden on EUG Operator due to the above stated factors. EUG Operator undertakes to provide the Customer documents evidencing the imposition
of such tax.
21.4.
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 EUG
Operator 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 EUG Operator shall be entitled to adjust its
rates and prices with Customer, in a way that EUG Operator does not incur an additional
economic burden directly attributable to the Agreement and associated with such
tax change.
22. Relationship of the Parties. The relationship between
the parties is that of independent entities. Nothing contained in these T/Cs,
any Quotation or Agreement shall be construed as creating any agency,
partnership, joint venture, or other form of joint enterprise, employment or
fiduciary relationship between the parties, and neither party will have
authority to contract for or bind the other party in any manner whatsoever.
23. Waiver. No failure or delay by a
party to exercise (partially or completely) any right or remedy provided under
these T/Cs, any Quotation or Agreement or by law will constitute a waiver or
restriction of that or any other right or remedy.
24. Notices. EUG Operator may provide
Customer with information about Online Services electronically, including, but
not limited to, via the Customer Account, email, a forum, or a web site that EUG
Operator identifies. Notice is
effective as of the date made available by EUG Operator. Notices expressly
required under these T/Cs, any Quotation or Agreement will be in writing, (a)
sent electronically to the other party's email address identified in the
Customer Account and accessible through the Customer Account, or (b) sent
physically to the other party's registered address by courier, registered mail,
or certified mail return receipt requested, or by a firm regularly engaged in
the business of delivery of documents or packages.
25. Severability. If any term or
provision of these T/Cs, any Quotation or Agreement is found by any court or
administrative body of competent jurisdiction to be invalid, unenforceable, or
illegal, such invalidity, unenforceability, or illegality shall not affect any
other term or provision of this Agreement or invalidate or render unenforceable
such term or provision in any other jurisdiction.
26. Entire agreement. These T/Cs, together with
a Quotation if applicable, constitutes the sole and entire agreement between EUG
Operator
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. An Agreement
may only be amended, modified, or supplemented by an agreement in writing signed
by each party hereto.
27. Headings. The Section headings contained in these T/Cs are for reference purposes
only and will not affect the meaning or interpretation of these T/Cs.
28. Pre-Commercial Online Services and
Evaluations.
28.1.
Pre-Commercial
Online Services are provided in accordance with the terms of the Agreement,
with the terms of this Section 28 prevailing in case of a conflict
with the other terms of the Agreement.
28.2.
The
Pre-Commercial Online Services may not have been fully tested and may contain
errors.
28.3.
The
Pre-Commercial Online Services are delivered "as-is" and "AS-AVAILABLE". EUG
Operator makes no representations or warranties (a) regarding the use or
performance of the Pre-Commercial Online Services, and (b) that any data used
with the Pre-Commercial Online Services may not be compatible with the
Pre-Commercial Online Services, or subsequent commercially available Online
Services. without limiting the foregoing
but for the avoidence of doubt, the warranties provided by EUG Operator in
section 13.1 and section 13.2 shall not apply to THE pre-commercial Online
Services.
28.4.
Use
of Pre-Commercial Online Services will terminate fourteen (14) days after EUG
Operator grants Customer and/or Authorized Users access to the Pre-Commercial Online
Services, unless agreed otherwise in writing.
28.5.
Customer
will not disclose or otherwise make known to any third party, regardless of an
obligation of confidentiality with the third party, the existence of or that it
is using the Pre-Commercial Online Services.
28.6.
EUG
Operator makes no commitment to release the Pre-Commercial Online Services as a
commercial product.
28.7.
EUG
Operator's aggregate liability limit to the Customer and the Authorized Users
whether in contract, tort (including negligence), for breach of statutory duty
or otherwise arising out of or in connection with these T/Cs, any Quotation and
each and every Agreement shall be limited to US$100. Nothing in this Section 28.7 shall exclude or limit any liability that cannot be excluded or limited
at law. Customer will indemnify, hold harmless, and defend EUG Operator of and from any loss, cost, damage, or expense, including third party
claims and attorneys' fees, above EUG Operator's limit of liability
28.8.
Evaluations.
28.8.1.
Access
to Online Services and/or Pre-Commercial Online Services provided for testing,
evaluation, trials or proof of concept purposes will be deemed an evaluation
("Evaluation").
28.8.2.
All
the terms of this Section 28 will apply for any such
Evaluations.
29. Survival. The following sections
survive the termination or expiry of the Agreement: Sections 6 (Term, Suspension, and Termination), 7 (Customer Data and Customer use of the Online Services), 8 (Data Privacy and Security), 9 (Compliance with Laws), 10 (Assignment), 11 (EUG Operator Proprietary Rights), 12 (Confidentiality), 13 (Representations and Warranties), 14 (Indemnification), 15 (Limitation of Liability), 16 (Breach), 17 (Governing Law, Venue and Arbitration), 18 (Publicity), and 20 (Third Party Rights), 22 (Relationship of the Parties), 23 (Waiver), 25 (Severability), 26 (Entire Agreement), and this section 29 (Survival).