Baker Hughes SAAS Application 
Trial Agreement


This Trial Agreement (this “Agreement”) is a binding contract between you (”Customer,” “you,” or “your”) and Baker Hughes Reservoir Software, B.V. (”BH,” “we,” or “us”). This Agreement governs your access to and use of an evaluation version of this software service system (“System”).
THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE [”I ACCEPT”/[OTHER NAME OF BUTTON]] BUTTON BELOW OR BY ACCESSING OR USING THE SYSTEM (the “Effective Date”). BY CLICKING ON THE [”I ACCEPT”/[OTHER NAME OF BUTTON]] BUTTON BELOW OR BY ACCESSING OR USING THE SYSTEM YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.  IF YOU DO NOT AGREE TO THESE TERMS, PLEASE SELECT THE [”I DECLINE”/[OTHER NAME]] BUTTON BELOW. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SYSTEM.

1.	BH hereby provides to you online access to the System, including the relevant documentation, and grants you a nonexclusive, non-transferrable rights to access the System only in evaluating the System for purchase.  This Agreement is valid for twenty (20) days (“Term”).  Your access to the System will expire and become inactive upon expiration of the Term, at which time this Agreement will lapse.  You agree during and after the Term not to reverse engineer, decompile or provide third parties a copy of or access to the System.  BH retains all right, title and interest to the System, the software on which it operates, relevant documentation and all rights not expressly granted herein.
2.	In consideration for receiving the license, you agree to perform an evaluation of the System during the Term using only hypothetical or archival data.
3.	BH does not warrant that the System will meet your requirements or will be error-free or your use of the System will be uninterrupted.  THE SYSTEM IS PROVIDED STRICTLY “AS IS,” AND BH MAKES NO ADDITIONAL WARRANTIES, EXPRESS, IMPLIED, ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, OR STATUTORY, AS TO THE SYSTEM OR ANY MATTER WHATSOEVER.  IN PARTICULAR, ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARE EXPRESSLY EXCLUDED.  THIS IS A LIMITED WARRANTY AND IS THE ONLY WARRANTY MADE BY BH.
4.	YOU ACCEPT ALL LIABILITIES OF EVERY TYPE ARISING UNDER YOUR USE OF THE SOFTWARE.  FURTHER, YOU INDEMNIFY BH AND ITS AFFILIATED AND RELATED COMPANIES FOR ANY LIABILITIES ARISING FROM YOUR MISUSE OF THE SYSTEM.  YOU EXPRESSLY WARRANT THAT THE SYSTEM WILL NOT BE USED WITH ANY CURRENT DATA FROM AN OPERATING WELL NOR IN ANY WAY THAT WOULD AFFECT THE OPERATION OF AN EXTANT OIL OR GAS WELL.
5.	IN NO EVENT WILL BH BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER BH WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
6.	No Patent License.  Nothing contained herein shall be construed as conferring by implication, estoppel or otherwise, any license or right under any patent, whether or not the exercise of any right herein granted necessarily employs an invention of any existing or later issued patent.
7.	The System is subject to the United States Export Administration Act.  You agree that you shall comply with all applicable law, rules and regulations of the United States as regards to the System, including its export.  This Agreement shall automatically terminate upon failure to comply with its terms.  The obligation under this paragraph will survive the expiration or termination of this Agreement.
8.	Due to the legal restrictions regarding acceptance of electronic agreements, you agree that this agreement is entered into in the United States and that access to the System will be had only from the United States.  This Agreement shall be governed by the laws of the State of New York, without reference to its conflict of laws provisions.  Any dispute arising under this agreement shall be heard in court of competent jurisdiction in New York, New York, the United States of America.  The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.
9.	In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.
10.	This Agreement completely and exclusively states the agreement of the parties regarding its subject matter. It supersedes all prior proposals, agreements, or other communications between the parties, oral or written, regarding such subject matter, but will be superceded by any purchase contract or master service agreement between the parties following a purchase decision.