WATERLOO HYDROGEOLOGIC INC., A Schlumberger Company
ON LINE TERMS AND CONDITIONS FOR SOFTWARE

The following are the Terms and Conditions which apply to online licenses of Software by Waterloo Hydrogeologic, Inc., A Schlumberger Company

1.0 Definitions

1.1 “Waterloo” means Waterloo Hydrogeologic Inc., A Schlumberger Company, an Ontario Corporation.

1.2 “Agreement” shall mean the Customer’s Order, Waterloo’s Confirmation, these Online Terms and Conditions and the Software License Terms and Conditions.

1.3 “Customer” means the person, firm or other entity to which Software is provided by Waterloo.

1.4 "Documentation" refers to manuals, handbooks, maintenance libraries, and other publications in whatever form supplied in connection with the Software.

1.5"External Software" refers to stand-alone, off-the-shelf applica­tion software packages listed in Waterloo’s Quotation, which are licensed or leased to 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.

1.6“Intellectual Property” means all trademarks or trade names (whether common-law or registered), patents, mask works, patents, patent applications, copyrights (whether published or unpublished), trade secrets, know-how, designs, methods, processes, work-flow, inventions, proprietary information and transferable rights relating to the Software.

1.7“Party” refers to Waterloo or Customer; “Parties” refers to Waterloo and Customer.

1.8"Proprietary Information" refers to, without limitation: Software (including all enhancements, updates, corrections, derivative works and other modifications thereto); any Intellectual Property of Waterloo; Documentation, diagnostic software, equi­pment or other materials used by ­Waterloo in the perfor­mance of instal­lation, warranty work or services; Waterloo supplied printed materials; visually transmitted information; and any modifica­tions or com­ponents thereof, whether made by Waterloo or Cus­tomer.

1. 9 “ Confirmation ” refers to Waterloo’s electronic acceptance of Customer’s Order.

1.10“Software” refers to software identified in the Confirmation including, without limitation, application software, systems software, External Software, microcode and firmware, and, where included, documentation and manuals related thereto. With respect to Software, the term "pur­chase" or “sale” means only "license” or “right to use”, and will under no circumstances be interpreted as the transfer of property title to the software.

1.11"Software License" or “Software Use” refers to the software license or right to use granted by Waterloo in accordance with Waterloo’s Software 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 the Confirmation to in accordance with the Software License Terms and Conditions. Waterloo and its licensors shall retain ownership to all intellectual property rights in the Software, including patents and copyrights.

1.12 “Order” means the on line order submitted by Customer identifying the Software to be purchased and other information regarding the Customer.

2.0 Orders and Acceptance

2.1 By submitting an Order, Customer voluntarily elects to enter into and be bound by this Agreement.

2.2 Prices listed on the Web site apply to on line sales only and are subject to change. 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, or shipping charges. The Confirmation shall state prices, taxes (where applicable) and shipping charges that will apply. Waterloo is not responsible for duties or local taxes (when shipping outside Ontario).

2.3 On receipt of an Order, Waterloo will email the Customer either a Confirmation of Software to be purchased, prices, taxes (where applicable), and shipping costs or a notice that the Order is not accepted. Waterloo reserves the right to reject any Order or part thereof for any reason.

3.0 Payment
Customer authorizes Waterloo to charge the total price as stated in the invoice to the credit card identified in the Order, All payments shall be made in the currency set forth on the confirmation (or in U.S. dollars if no other currency is indicated). Customer authorizes Waterloo to provide transaction information to a third party verification service to ensure that the address provided matches the credit card information.

4.0 Shipment
Products will be shipped by the method selected in the Order, unless otherwise stated in the Confirmation. Title to Products shall pass to Customer in the country of origin, at the time of shipment. Customer shall assume all risks of loss upon Waterloo's delivery to the carrier.

5.0 Warranty

5.1 Software is warranted in accordance with Waterloo’s Supplemental Software License Terms and Conditions.

5.2 Disclaimer of Warranties. Except as expressly stated herein, WATERLOO MAKES NO WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE PRODUCTS OR SERVICES 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.

6.0 Ownership and Protection of Proprietary Information

6.1 Except for those limited licenses or rights to use that may be granted under the Software Terms and Conditions, Waterloo grants no title or license or right to use Proprietary Infor­mation or Intellectual Property, which remains the exclusive property of Waterloo and, where applicable, Waterloo’s third 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 On Line Terms and Conditions or under the Software License Terms and Conditions, or make it available to third parties without Waterloo'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 agrees to return or destroy, at Waterloo’s direction all such Proprietary Infor­mation. The provisions of this Article 7.1 shall survive any cancellation or termination of this Agreement.

6.2 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 complete and tangible form prior to the time it is received from Waterloo, (b) hereafter furnished to others by Waterloo 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, or (d) independently developed by Customer without breach of these Terms and Conditions.

7.0 Default and Remedies

7.1 Customer Default. The parties agree that a default caused by an unauthorized disclosure or use of the Proprietary Information or of the Software License could cause Waterloo irreparable harm. Accordingly, the parties agree that Waterloo 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 Waterloo 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.

7.2 Waterloo Default. Should Waterloo default under these Terms and Conditions, Customer shall give Waterloo thirty (30) days' written notice to enable ­Waterloo to cure such default. If Waterloo 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 Waterloo under these Terms and Conditions must be brought within twelve (12) months after the cause of action arises.

8.0 Patent and Copyright Indemnity

8.1 Waterloo shall defend, or at its option settle, any claim, proceeding or action brought against Customer based upon a claim that the Software 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 ­Waterloo 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 ­Waterloo shall have no liability under this Article: (a) unless Waterloo 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.

8.2 Should the Software become, or in ­Waterloo'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 Waterloo, at Waterloo's option, to either: (a) procure for Customer the right to continue using the Software, (b) replace or modify the Software so that it becomes non-infrin­ging (provided the same level of functionality is maintained), or (c) accept the return of the Software and grant Customer a credit for the then depreciated value of the infringing Software, which for the purposes of this Article shall be presumed to depreciate by one-fifth (1/5) of its purchase price per year.

8.3 Waterloo shall have no liability or obligation to Customer under this Article 9 for any patent or copyright infrin­gement or claim thereof based upon: (a) the combina­tion of the Software with other items or services not furnished or approved in writing by Waterloo: (b) any unauthorized addition to or modification of the Software; or (c) any use of the Software in the performance of a method or process (practice of a process), except where such practice is solely completed by or within the Software. Customer shall defend and hold ­Waterloo 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), or (c).

9.0 Limitations on Liabilities and Remedies

Waterloo's liability for any breach of the Agreement with Customer, or for personal injury (including death) or property damage arising from the use of the Software shall not exceed the purchase price or for the Software and IN NO EVENT SHALL WATERLOO BE LIABLE FOR SPECIAL, PUNITIVE, INCIDEN­TAL OR CONSE­QUENTIAL DAMAGES, INCLUDING ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF DATA, LOSS OF PROFIT, OR LOSS OF BUSINESS WHETHER ARISING OUT OF OR IN CONNECTION WITH THE PERFOR­MANCE OF THE SOFTWARE OR ANY OTHER MEANS, 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 SHALL APPLY EVEN IF ANY LIMITED REMEDY FAILS IN ITS ESSENTIAL PURPOSE.CUSTOMER SHALL PROTECT, INDEMNIFY, HOLD HARMLESS AND DEFEND WATERLOO 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 WATERLOO THAT IS IN ANY WAY ASSOCIATED WITH THE MATTERS SET FORTH IN THIS ARTICLE 10.

10.0 Force Majeure
Neither party shall be responsible for delays or failures in 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.

11.0 Arbitration and Governing Law
Any controversy or claim arising out of or relating to the Software 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 Canadian Foundation for Dispute Resolution. The law of the Ontario, Canada 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.

12.0 Assignment
No rights or obligations under the Agreement with Customer shall be assigned by Customer without the express written consent of Waterloo.

13.0 Export Administration Act
Regardless of any disclosure by Customer to Waterloo of the contemplated ultimate destination of the Software, Customer shall not export or re-export, directly or indirectly, any Software (or the "direct product" of any Software) without first obtaining an export (or re-export) license from the relevant governm­ent entities, as required.

14.0 Publicity and Public Disclosures
Customer shall not, without obtaining Waterloo’s prior written approval, use any trade names, trade marks, service marks, company names or other trade designations of Waterloo and or its affiliated companies in any Customer press releases, advertising literature, or corporate information disclosures (including without limitation financial reports and government regulated information disclosures).

15.0 Miscellaneous Provisions
This Agreement supersedes any previous or contemporaneous communications, representations, or agreements by either Waterloo or Customer, whether verbal or written, including any terms and conditions on Customer’s order. Customer has not relied upon any 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 Waterloo and Customer. The unenforceability of any provision hereunder shall have no effect upon the remaining provisions, which shall continue in full force and effect.

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