Terms and Conditions

 

 

PRODUCTS AND SERVICES PROVIDED BY HELMERICH & PAYNE TECHNOLOGIES, LLC OR ITS AFFILIATES (“COMPANY”) ARE SUBJECT TO THE TERMS AND CONDITIONS EXPRESSED HERE. BY ACCEPTING COMPANY’S PROPOSAL OR COMPANY PROVIDED PRODUCTS OR SERVICES OR BY ACCESSING COMPANY’S WEBSITE, THE RECIPIENT OF ANY SUCH PRODUCTS OR SERVICES (“THE RECIPIENT”) AGREES TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS:

 

COMPANY MAY PROVIDE DATA, MODELS, MULTI-STATION ANALYSIS OR COMPANY’S IN-FIELD REFERENCING (“IFR”) AND/OR GLOBAL (“MVGM”) CALCULATOR(S) TO COMPUTE GEOMAGNETIC REFERENCE VALUES FOR PLANNED AND ACTUAL WELLBORE TRAJECTORIES, AND/OR DATA AND/OR MODELS FOR USE WITH REAL-TIME DRILLING DATA FROM RIG SENSORS TO PROVIDE DATA REGARDING THE DRILLING COURSE, SUCH PRODUCT TO INCLUDE SOFTWARE, HARDWARE AND SERVICES (THE “BIT GUIDANCE SYSTEM”) , AS WELL AS SOFTWARE (SUCH AS SAPHIRA) AND HARDWARE TO TRANSFER DATA TO AND FROM COMPANY (COLLECTIVELY THE “PRODUCT(S) AND SERVICES”). THE RECIPIENT WILL OWN ALL RIGHT, TITLE AND INTEREST IN AND TO ALL DATA THAT IS PROVIDED BY THE RECIPIENT TO COMPANY, INCLUDING THROUGH COMPANY’S USE OF THE BIT GUIDANCE SYSTEM, AS WELL AS ALL OUTPUT DATA PRODUCED BY OR AVAILABLE THROUGH THE BIT GUIDANCE SYSTEM (THE “DATA”), ALL OF WHICH WILL BE DEEMED TO BE RECIPIENT’S CONFIDENTIAL INFORMATION. NOTWITHSTANDING THE FOREGOING, RECIPIENT HEREBY GRANTS AND AGREES TO GRANT TO COMPANY AND ITS AFFILIATES, A PERPETUAL, IRREVOCABLE, NON-EXCLUSIVE, ROYALTY FREE, PAID UP, WORLDWIDE RIGHT AND LICENSE TO USE SUCH DATA (I) TO PROVIDE THE PRODUCT(S) AND SERVICE(S) TO RECIPIENT, (II) TO MONITOR THE PRODUCT(S) AND SERVICE(S) FOR THE PURPOSE OF PROVIDING THE SAME TO RECIPIENT, (III) TO IMPROVE THE PRODUCT(S) AND SERVICE(S), AND (IV) FOR ANY OTHER LAWFUL PURPOSE PROVIDED THAT COMPANY OR ITS AFFILIATE TAKES REASONABLE STEPS TO ENSURE THAT RECIPIENT IS NOT IDENTIFIED AND CANNOT BE REASONABLY INFERRED FROM SUCH DATA. EXCEPT FOR THE EXPRESS RIGHTS GRANTED IN THESE TERMS AND CONDITIONS, COMPANY OWNS ALL RIGHT, TITLE, AND INTEREST, INCLUDING INTELLECTUAL PROPERTY RIGHTS, IN THE PRODUCTS AND SERVICES PROVIDED BY COMPANY INCLUDING, WITHOUT LIMITING THE FOREGOING, PRODUCT(S) AND SERVICE(S), AND ALL ENHANCEMENTS, MODIFICATIONS, DERIVATIVE PRODUCTS AND UPDATES THERETO. COMPANY EXPRESSLY RETAINS AND DOES NOT GRANT OR ASSIGN ANY RIGHT, TITLE, OR INTEREST, EXPRESS OR IMPLIED, IN OR TO THE PRODUCTS AND SERVICES OR COMPANY’S INTELLECTUAL PROPERTY. RECIPIENT SHALL NOT, AND SHALL NOT PERMIT ANY THIRD PARTY TO: (I) COPY, REPRODUCE, MODIFY, TRANSLATE, PREPARE DERIVATIVE WORKS OF, DE-COMPILE, REVERSE ENGINEER, DISASSEMBLE OR OTHERWISE ATTEMPT TO DERIVE SOURCE CODE FROM THE PRODUCT(S) AND SERVICE(S), (II) USE, EVALUATE OR VIEW THE PRODUCT(S) AND SERVICE(S) FOR THE PURPOSE OF DESIGNING, MODIFYING OR OTHERWISE CREATING ANY ENVIRONMENT, PROGRAM, INFRASTRUCTURE OR ANY PORTION THEREOF, WHICH PERFORMS FUNCTIONS SIMILAR TO THE PRODUCT(S) AND SERVICE(S); OR (III) USE THE PRODUCT(S) AND SERVICE(S) IN A SERVICE BUREAU OR ANY OTHER MANNER TO PROVIDE SERVICES FOR A THIRD PARTY. RECIPIENT WILL NOT REMOVE, OBSCURE, OR ALTER ANY COPYRIGHT NOTICES, TRADEMARKS, LOGOS AND TRADE NAMES, OR OTHER PROPRIETARY RIGHTS NOTICES AFFIXED TO, OR CONTAINED ON OR IN ANY COMPONENT OF THE PRODUCT(S) AND SERVICE(S).

 

RECIPIENT ACKNOWLEDGES THAT THE PRODUCTS AND SERVICES ARE DEPENDENT UPON INFORMATION FURNISHED BY RECIPIENT OR THIRD PARTIES.  COMPANY ASSUMES NO LIABILITY FOR THE ACCURACY OF SURFACE OR SUBSURFACE WELL LOCATIONS, SURVEYS, PLANNING INFORMATION OR OTHER DATA OR FURNISHED TO THE COMPANY BY THE RECIPIENT OR ANY OTHER PARTY.  IN ADDITION, COMPANY ASSUMES NO LIABILITY FOR THE MANNER IN WHICH RECIPIENT OR ANY THIRD PARTY APPLIES PROCESSES SUPPLIED BY THE COMPANY.

 

THE PRODUCT(S) AND SERVICES MAY INCLUDE ADVICE AND RECOMMENDATIONS THAT MAY NOT BE ACCURATE. THE RECIPIENT AGREES THAT ALL DECISIONS MADE OR ACTIONS TAKEN BASED UPON SUCH PRODUCT(S), SERVICE(S), ADVICE, RECOMMENDATIONS OR OUTPUT WILL BE THE SOLE RESPONSIBILITY OF, AND WILL BE MADE EXCLUSIVELY BY, THE RECIPIENT. THE RECIPIENT AGREES THAT COMPANY WILL NOT BE RESPONSIBLE FOR OR HAVE ANY LIABILITY RELATED TO THE OUTCOME OF SUCH DECISIONS AND ACTION OR FOR ANY INACCURATE OR NON-TIMELY ADVICE OR RECOMMENDATIONS OR OTHER OUTPUT FROM THE PRODUCT(S), SERVICE(S) OR THE RECIPIENT’S USE THEREOF. THE RECIPIENT AGREES TO INDEMNIFY, DEFEND AND HOLD COMPANY HARMLESS FROM AND AGAINST ALL CLAIMS, DEMANDS, AND CAUSES OF ACTION OF EVERY KIND AND CHARACTER (“CLAIMS”), REGARDLESS OF THE SOLE, JOINT OR CONCURRENT NEGLIGENCE OF COMPANY, COMPANY’S EMPLOYEES AND CONTRACTORS AND SUBCONTRACTORS OF ANY TIER, INCLUDING, WITHOUT LIMITING THE FOREGOING, THOSE ARISING OUT OF OR RESULTING FROM ANY BLOWOUT, FIRE, EXPLOSION, SUBSURFACE TRESPASS, WELL-TO-WELL COLLISION OR RESERVOIR DAMAGE, AND INCLUDING, WITHOUT LIMITING THE FOREGOING, CLAIMS FOR BODILY INJURY, ILLNESS, DEATH OR PROPERY DAMAGE. ANY PRODUCT(S) OR SERVICES PROVIDED BY COMPANY ARE PROVIDED ON AN "AS IS" BASIS. COMPANY DOES NOT REPRESENT OR WARRANT THAT ANY SUCH PROVIDED PRODUCT(S) OR SERVICES ARE ACCURATE, COMPLETE OR RELIABLE, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE RECIPIENT AGREES THAT IT SHALL NOT RELY ON THE ACCURACY OR COMPLETENESS OF ANY PRODUCT(S) OR SERVICES PROVIDED BY COMPANY. COMPANY SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITING THE FOREGOING, LOSS OF USE, LOSS OF PROFITS, OR EXEMPLARY OR PUNITIVE DAMAGES.  COMPANY’S SOLE LIABILITY AND THE RECIPIENT’S SOLE REMEDY FOR ANY ALLEGED CLAIM ARISING OUT OF THE PRODUCT(S) OR SERVICE(S) SHALL BE, AT THE RECIPIENT’S OPTION, RECOVERY OF DAMAGES EQUAL TO THE AMOUNT PAID OR TO BE PAID FOR THE APPLICABLE PRODUCT(S) OR SERVICE, OR COMPANY’S RE-PERFORMANCE OF THE RELEVANT PART OF THE SERVICES.

 

PAYMENT FOR PRODUCT(S) OR SERVICE(S) SHALL BE DUE UPON COMPANY’S PRESENTATION TO THE RECIPIENT OF AN INVOICE THEREFORE, AT THE END OF THE MONTH IN WHICH SUCH PRODUCT(S) OR SERVICE(S) WERE DELIVERED, PERFORMED OR FOR WHICH CHARGES WERE INCURRED, WHICHEVER SHALL FIRST OCCUR. ALL INVOICES WILL BE MAILED TO THE RECIPIENT AT THE ADDRESS REFERENCED ABOVE OR AS OTHERWISE PROVIDED BY RECIPIENT. THE RECIPIENT SHALL PAY ALL INVOICES WITHIN 30 DAYS AFTER RECEIPT, EXCEPT THAT IF THE RECIPIENT DISPUTES AN INVOICE OR ANY ITEM THEREOF, THE RECIPIENT SHALL, WITHIN 15 DAYS AFTER RECEIPT OF SUCH INVOICE, NOTIFY COMPANY IN WRITING OF THE ITEM DISPUTED, SPECIFYING THE REASON THEREFOR, AND PAYMENT OF THE DISPUTED ITEM MAY BE WITHHELD UNTIL THE DISPUTE IS SETTLED, BUT TIMELY PAYMENT SHALL BE MADE OF ANY UNDISPUTED ITEM. ANY SUMS (INCLUDING ANY AMOUNTS ULTIMATELY PAID WITH RESPECT TO A DISPUTED ITEM) NOT PAID WITHIN THE ABOVE SPECIFIED DAYS SHALL BEAR INTEREST AT THE RATE OF 1.5 PERCENT OR THE MAXIMUM LEGAL RATE, WHICHEVER IS LESS, PER MONTH FROM THE DUE DATE UNTIL PAID. IF ANY PAYMENT HEREUNDER IS MADE ON THE BASIS OF COMPANY’S COSTS, THE RECIPIENT SHALL HAVE THE RIGHT, FOR A PERIOD OF 2 YEARS FROM THE DATE SUCH COSTS WERE INCURRED, TO AUDIT COMPANY’S BOOKS AND RECORDS RELATING TO SUCH COSTS. COMPANY AGREES TO MAINTAIN SUCH BOOKS AND RECORDS FOR THE SAME PERIOD AND TO MAKE SUCH BOOKS AND RECORDS AVAILABLE TO THE RECIPIENT AT REASONABLE TIMES AND UPON WRITTEN REQUEST.

 

RECIPIENT ACKNOWLEDGES THAT COMPANY’S AFFILIATE, HELMERICH & PAYNE INTERNATIONAL DRILLING CO. (“HPIDC”), ENTERS INTO CONTRACTS WITH COMPANIES SIMILAR TO RECIPIENT AND MAY ALREADY HAVE CONTRACTED WITH RECIPIENT FOR A DRILLING RIG(S) OR DRILLING SERVICES. NOTWITHSTANDING ANYTHING ELSE CONTAINED HEREIN, EACH PARTY AGREES THAT NOTHING IN THIS AGREEMENT SHALL CIRCUMVENT OR CHANGE ANY OF THE RIGHTS OR OBLIGATIONS AS BETWEEN RECIPIENT AND HPIDC OR HPIDC’S PARENT COMPANY, HELMERICH & PAYNE, INC., UNDER SUCH SEPARATE CONTRACT, INCLUDING THE INDEMNITY PROVISIONS THEREOF, NOTWITHSTANDING THE FACT THAT SUCH ENTITIES MAY BE AFFILIATES OF THE COMPANY; AND THAT NEITHER HPIDC NOR HELMERICH & PAYNE, INC., IS A PARTY TO THESE TERMS AND CONDITIONS.

 

THE LAWS OF THE STATE OF TEXAS SHALL GOVERN THE CONSTRUCTION AND INTERPRETATION OF THESE TERMS AND CONDITIONS AND THE RIGHTS OF THE PARTIES HEREUNDER. IF ANY PROVISION OF THESE TERMS AND CONDITIONS SHALL BE DEEMED UNLAWFUL, VOID, OR FOR ANY REASON UNENFORCEABLE, THEN THAT PROVISION SHALL BE DEEMED SEVERABLE FROM THESE TERMS AND CONDITIONS AND SHALL NOT AFFECT THE VALIDITY AND ENFORCEABILITY OF ANY REMAINING PROVISIONS.

 

END USER LICENSE AGREEMENT

This copy of the MagVAR In-Field Referencing Calculator (“IFR Calculator”), MagVAR Local Model (“MVLM”), MagVAR Global Calculator (“MVGM”), MagVAR Standard Definition Model (“MVSD”) and/or MagVAR High Definition Model (“MVHD”) (collectively, "the Software Product") and accompanying documentation is licensed and not sold. This Software Product is protected by copyright laws and treaties, as well as laws and treaties related to other forms of intellectual property. H&P Technologies, Magnetic Variation Services or its subsidiaries, affiliates, and suppliers (collectively "MagVAR") own intellectual property rights in the Software Product. The Licensee's ("you" or "your") license to download, use, copy, clone, modify, alter or change the Software Product in any way is subject to these rights and to all the terms and conditions of this End User License Agreement ("Agreement").

Acceptance

You accept and agree to be bound by the terms of this agreement by installing, using, or copying the software product. If you do not agree to all terms of this agreement, you must not install, use, or copy the software product.

License Grant

This Agreement entitles you the non-exclusive right to install and use the Software Product for a period of one year as a single user on a single computer. Paid licenses include all product upgrades for the licensed software modules for the entire validity of the license agreement period. Free licenses include all product upgrades that rectify software malfunction or deficiencies. However, free licenses may not provide access to certain product upgrades that introduce enhanced functionality.

Restrictions on Transfer

Without first obtaining the express written consent of MagVAR, you may not assign your rights and obligations under this Agreement, or redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer your rights to the Software Product.

Restrictions on Use

You may not decompile, "reverse-engineer", disassemble, or otherwise attempt to derive the source code for the Software Product.

Restrictions on Alteration

You may not modify the Software Product or create any derivative work of the Software Product or its accompanying documentation. Derivative works include but are not limited to translations. You may not alter any files or libraries in any portion of the Software Product.

Disclaimer of Warranties and Limitation Of Liability

Unless otherwise explicitly agreed to in writing by MagVAR, MagVAR makes no other warranties, express or implied, in fact or in law, including, but not limited to, any implied warranties of merchantability or fitness for a particular purpose other than as set forth in this agreement or in the limited warranty documents provided with the software product.

MagVAR makes no warranty that the Software Product will meet your requirements or operate under your specific conditions of use. MagVAR makes no warranty that operation of the Software Product will be secure, error free, or free from interruption. You must determine whether the software product sufficiently meets your requirements for security and reliability. You bear sole responsibility and all liability for any loss incurred due to failure of the software product to meet your requirements. Mag Var will not, under any circumstances, be responsible or liable for the loss of data on any computer or information storage device.

Under no circumstances shall MagVAR, its directors, officers, employees or agents be liable to you or any other party for indirect, consequential, special, incidental, punitive, or exemplary damages of any kind (including lost revenues or profits or loss of business) resulting from this agreement, or from the furnishing, performance, installation, or use of the software product, whether due to a breach of contract, breach of warranty, or the negligence of MagVAR or any other party, even if MagVAR is advised beforehand of the possibility of such damages. To the extent that the applicable jurisdiction limits MagVAR's ability to disclaim any implied warranties, this disclaimer shall be effective to the maximum extent permitted.

Limitation of Remedies and Damages

Your remedy for a breach of this Agreement or of any warranty included in this Agreement is the correction or replacement of the Software Product. Selection of whether to correct or replace shall be solely at the discretion of MagVAR. MagVAR reserves the right to substitute a functionally equivalent copy of the Software Product as a replacement. If MagVAR is unable to provide a replacement or substitute Software Product or corrections to the Software Product, your sole alternate remedy shall be a refund of the purchase price for the Software Product exclusive of any costs for shipping and handling.

Any claim must be made within thirty days of alleged product failure. All warranties cover only defects arising under normal use and do not include malfunctions or failure resulting from misuse, abuse, neglect, alteration, problems with electrical power, acts of nature, unusual temperatures or humidity, improper installation, or damage determined by MagVAR to have been caused by you. All limited warranties on the Software Product are granted only to you and are non-transferable. You agree to indemnify and hold MagVAR harmless from all claims, judgments, liabilities, expenses, or costs arising from your breach of this Agreement and/or acts or omissions.

Privacy

MagVAR may monitor license activity to protect its software products and servers from unauthorized use. Each time the application is run, the software will connect to the MagVAR servers to check the validity of the license, and this activity is automatically stored in the server logs. This step helps MagVAR to identify any unauthorized software use. MagVAR will treat all information gathered as the result of the licensing process as confidential information, which will not be shared, distributed or sold in any way.

Governing Law, Jurisdiction and Costs

This Agreement is governed by the laws of Colorado, without regard to Colorado's conflict or choice of law provisions. Proper venue shall be the City and County of Denver.

Severability

If any provision of this Agreement shall be held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. To the extent any express or implied restrictions are not permitted by applicable laws, these express or implied restrictions shall remain in force and effect to the maximum extent permitted by such applicable laws.