Terms and Conditions

These terms of use (“Terms”) apply to your use of the websites and mobile- and web-based software applications operated by NABORS and its subsidiaries and affiliates (collectively, “NABORS”) that link to the Terms (collectively, the “Site”). By using the Site, you irrevocably agree to the Terms then in effect. NABORS may revise the Terms at any time. You should periodically review these Terms to understand the terms that govern your access to the Site.

If you are using the Site as an administrative user accessing a NABORS software application on behalf of a NABORS customer, the terms of the services agreement governing NABORS’s provision of services to that customer shall control over these Terms, to the extent they conflict.

Our Privacy Statement applies to your use of the Site. It describes the collection and use of personal information on the Site and is incorporated in the Terms by this reference. Information on the Site’s use of cookies is available in the Privacy Statement.

The Site is intended for use by individuals of the legal age of majority, whether acting in their individual capacity or on behalf of a legal entity. By accessing the Site, you affirm that you are at least the legal age of majority in the jurisdiction in which you reside.

When you create an account on the Site, you must provide information that is accurate, complete, and currant at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account on our Site. You are responsible for safeguarding the password that you use to access the Site and for any activities or actions under your password. You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

The Site and all information, artwork, text, video, audio, pictures, training materials, webinars, whitepapers, videos, graphics, features, functionality, design elements, documentation, services, and other content appearing on the Site (collectively, “Content”) are the sole and exclusive property of NABORS or its licensors. NABORS and its licensors retain all right, title, and interest (including all copyright, trademark, and other proprietary rights) in the Site and the Content, and no license is granted to you except as otherwise expressly stated in these Terms.

If you wish to purchase any product or service made available through the Site ("Purchase"), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your shipping information.

You represent and warrant that: you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that the information you supply to us is true, correct, and complete.

We may employ the use of third-party services for the purpose of facilitating payment and the completion of Purchases. By submitting your information, you grant us the right to provide the information to these third parties subject to our Privacy Policy.

Our Site may contain links to third-party web sites or services that are not owned or controlled by NABORS.

NABORS has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party web sites or services. You further acknowledge and agree that NABORS shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such web sites or services.

The Site content is subject to change at any time, with or without notice to you. You may discontinue your use of the Site at any time. These Terms will continue to apply to your past use of the Site.

As a condition of your use of the Site, you may not, and you represent and warrant that you will not, use the Site for any purpose that is unlawful, infringes or violates any third party’s rights, is prohibited by these Terms, or interferes with the Site or its operation in any way.

THE SITE AND THE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, NABORS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR PERFORMANCE. NABORS DOES NOT REPRESENT OR WARRANT THAT (i) THE SITE WILL BE SECURE; (ii) YOUR ACTIVITIES ON THE SITE WILL NOT BE INTERCEPTED; (iii) THE CAPABILITIES OFFERED ON THE SITE WILL BE UNINTERRUPTED, FREE FROM ERRORS OR DEFECTS, OR THAT ANY SUCH ERRORS OR DEFECTS WILL BE CORRECTED; (iv) THE SITE AND THE SERVERS THAT MAKE THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (v) THAT THE SITE AND THE CONTENT ARE ACCURATE, COMPLETE, CURRENT, OR WILL BE UPDATED.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL NABORS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR ANY OTHER DAMAGES, INCLUDING DAMAGES FOR LOSS OF USE, DATA, OR PROFITS, EVEN IF NABORS HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION UNDER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, EQUITY, OR ANY OTHER THEORY, ARISING OUT OF OR IN CONNECTION WITH THE USE, INABILITY TO USE, DELAY, OR PERFORMANCE OF THE SITE OR THE CONTENT. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, THE CONTENT, OR ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE AND THE CONTENT.

Upon request by NABORS, you agree to defend and indemnify NABORS and its officers, directors, employees, agents, parent companies, successors, and assigns (collectively, “NABORS Indemnitees”) from and against any and all claims, causes of action, demands, losses, liabilities, and costs (including reasonable attorneys’ fees) arising out of or relating to your use of the Site or the Content in violation of these Terms, applicable law, or third-party rights.

You, for yourself and on behalf of your heirs, estate, insurers, successors, and assigns, hereby fully and forever release and discharge the NABORS Indemnitees from any and all claims or causes of action you may have for damages relating in any way to your use of the Site or the Content.

If applicable law does not permit limitation or exclusion of a particular liability, warranty, or remedy, NABORS’s total liability to you shall not exceed one hundred U.S. dollars ($100.00 USD) for any damages, harm, or loss, whether based in contract, tort, negligence, strict liability, equity, or any other theory of liability.

Your use of the Site and the Content is governed in all respects by the laws of the state of Texas and the United States, without regard to conflict of law principles. Any cause of action or claim you may have regarding the Site or any Content must be commenced within one (1) year of when the cause of action or claim first arose.

These Terms, including our Privacy Statement, comprise the entire agreement and understanding regarding your use of the Site and the Content. Except as otherwise stated herein, the Terms supersede all prior or contemporaneous agreements or understandings, whether oral or written, regarding your use of the Site and the Content. If any part of these Terms is found to be void or unenforceable, such part will be limited or eliminated to the minimum extent necessary so that the remainder of the part and these Terms shall continue in force and effect to the maximum extent possible.

1. The party requesting products, services, or work (“Customer”) agrees and acknowledges these Terms and Conditions (“Terms”) apply to the provision of Customer on-site or off-site services (“Services”); goods, products, parts, and supplies (“Equipment”); Performance Tools (as defined below); SaaS Solutions (as defined below) and equipment rented by Customer (“Rental Equipment”) (each and collectively, the “Work”) by Canrig Drilling Technology Ltd. or its affiliates (“Canrig”), including, without limitation, the Work listed in the accompanying quotation (“Quotation”). Every order placed by Customer (“Order”) is subject to acceptance by Canrig and acceptance is expressly limited to the terms and conditions of the Quotation and these Terms (collectively, this “Agreement”).

2. Notwithstanding any oral or written statement made by Customer, Canrig’s acceptance of a purchase order, order confirmation or any other document or electronic transmittal issued by Customer does not constitute acceptance of Customer’s terms, conditions, or provisions, and if such acceptance is found to be an acceptance of an offer, Canrig’s acceptance is expressly made conditional on acceptance by Customer of the terms and conditions in these Terms. If Canrig’s Quotation, order acknowledgement, invoice, or other document or electronic transmittal is found to be an offer, Customer’s acceptance of the offer is limited to the terms and conditions in these Terms. It is expressly understood and agreed Customer’s terms and conditions are not a part of this Agreement, or any contract between Customer and Canrig, and Canrig does not accept, and expressly objects to, any such terms, conditions, or provisions. No Order shall be binding on Canrig until accepted in writing by an authorized officer of Canrig. Canrig is not obligated to accept any Order from Customer.

3. Pricing and Payment.

1. Customer shall pay Canrig for the Work, including any applicable rental fee for Rental Equipment (“Rental Fee”) or applicable Performance Tools License fee (“Performance Tools Fee”), at the rates as specified in the Quotation, or if no rates are specified, at Canrig’s then-current standard rate (all collectively, “Fees”). Customer is obligated to pay to Canrig the Fees for Work rendered regardless of whether or not Customer’s desired results are achieved. Notwithstanding anything in any Quotation or Agreement, each of the Rental Fee and/or Performance Tools Fee (as applicable) shall accrue from the date of delivery through the date of return receipt in good condition, in the case of Rental Equipment, or deactivation, in the case of Performance Tools, by Canrig. Unless otherwise stated in the applicable Quotation, Canrig may change its pricing for any or all Work at any time without notice. Downtime of any portion of the Work shall in no case constitute downtime of a rig provided by Canrig or any of its affiliates.

2. Unless otherwise specified in the Quotation, a non-refundable down payment of forty percent (40%) of the Fees are due upon acceptance of an Order, and Canrig shall not be required to deliver any Equipment until all Fees are paid in full. Customer shall pay all Fees within thirty (30) days of the date of Canrig’s invoice, unless otherwise set forth in this Agreement. Invoices are payable in U.S. Dollars unless otherwise specified in the invoice, free of exchange, collection, or other charges. Any amount not paid when due shall accrue interest until paid at a rate equal to the lesser of either one and one-half percent (1.5%) per month or the maximum rate permissible by law. Notwithstanding anything to the contrary, Canrig’s performance of Work is subject to Canrig’s prior credit approval of Customer, which approval may be modified or withdrawn by Canrig at any time prior to or following acceptance of any Order.

3. Fees do not include any local, state, federal, foreign, or international sales, use, excise, value-added, goods and services, rental, import, export, stamp, or other similar taxes, duties, charges, or fees (and/or any related fines, penalties, interest, or similar charges) (collectively, “Taxes”) and Customer agrees to pay such Taxes as may be applicable to the price, delivery, or use of any Work furnished by Canrig hereunder. If Customer is required to deduct or withhold any Taxes from any amount owed to Canrig, the amount payable to Canrig will be increased so after all required deductions or withholdings have been made, Canrig will receive an amount equal to the sum which would have been payable had no deductions or withholdings been made. Any and all carbon credits arising out of Canrig or any Canrig affiliate’s execution of the Work shall be owned by Canrig or the applicable Canrig affiliate.

4. If payment of undisputed amounts is not timely received, or if Canrig determines, in its reasonable discretion, Customer’s financial condition or creditworthiness has become impaired, in addition to any remedies Canrig may have pursuant to this Agreement or at law, Canrig shall be entitled, at its option, to:

1. Require payment in advance for Work yet to be performed pursuant to this Agreement;

2. Reduce Customer’s payment terms to net ten (10) days of the invoice date;

3. Require Customer to furnish security with respect to its obligations; and/or

4. Immediately suspend its performance of Service under this Agreement, which includes terminating this Agreement, without penalty or liability.

In such case, Customer shall indemnify Canrig from and against any and all claims resulting from or arising out of such suspension or termination.

5. Customer shall pay all of Canrig’s costs, including attorney’s fees and court costs, incurred in connection with the collection of any past due amounts owed.

6. Upon request, Customer agrees to provide a parent company guarantee, bond, or letter of credit (“Guarantee”), in a form acceptable to Canrig, prior to Canrig’s performance of any Work for any affiliate of Customer. If any Guarantee is required of Customer, Canrig shall have no obligation to perform Work for the Customer’s affiliate unless and until Canrig receives such Guarantee.

7. Customer grants Canrig a security interest in all Equipment for which title has passed to Customer (including all after-acquired Equipment) and all proceeds of Equipment (including, but not limited to, all products into which Equipment is incorporated and any funds and products Customer receives in exchange for Equipment) to secure Customer’s performance of its obligations under this Agreement. Customer consents to Canrig’s execution of any documents to evidence and perfect this security interest, and agrees to execute the same if requested by Canrig. In addition, Canrig reserves the right, prior to making any shipment, to require from Customer any other additional security for the performance of Customer’s obligations, in a form determined by Canrig.

4. Any carbon-based credits arising out of Canrig or its affiliates’ execution of the Work shall be the property of Canrig or respective affiliate Delivery, Title, and Risk of Loss.

1. Unless otherwise agreed by Canrig in writing, shipping terms for all Equipment is FCA Canrig’s named facility (Incoterms 2010). Customer shall arrange for shipping and pay all shipment costs. If Customer requests and Canrig agrees to arrange for shipment, and/or if Customer does not furnish Canrig with shipping instructions prior to the time any delivery is ready for shipment, Canrig shall ship to Customer, at Customer’s risk, via a commercial carrier of Canrig’s choice, and charge Customer at Canrig’s cost, plus fifteen percent (15%).

2. Agreed delivery dates are approximate and are subject to change by Canrig. If Canrig stores any completed Work at Customer’s request, or if Customer’s acts or omissions prevent delivery in accordance with this Section IV, payment will nevertheless become due, risk of loss will pass as if delivery occurred in accordance with this Section IV, and Canrig may charge a storage fee for the storage of any Work Canrig deems appropriate.

3. Customer or its designated representative may attend and observe a final testing of the Equipment at Canrig’s plant prior to delivery by providing Canrig with at least thirty (30) days’ advance notice of its intention to do so, provided, however, Canrig will not be required to postpone, delay, or reschedule such testing in order to accommodate Customer. An additional fee may apply to any extended testing.

4. Unless otherwise provided in writing by Canrig:

   1. After the scheduled delivery date, Canrig shall provide installation and removal services related to the Performance Tools, Rental Equipment, and Equipment;

   2. Customer will not install, modify, move, remove, or repair the Performance Tools, Rental Equipment, or Equipment without Canrig’s prior written consent; and

   3. Customer will provide all routine maintenance for all Rental Equipment and Equipment.

   4. Any cost associated with installation shall be at Customer’s expense.

5. At its option, Canrig may transfer any Equipment left in Canrig’s possession after the scheduled delivery date to a storage facility of its choosing on Customer’s behalf, in which case Customer is required to pay the actual storage fees, transportation costs and other costs incurred (the “Storage Costs”). In the event and to the extent Canrig pays such Storage Costs on Customer’s behalf, Customer will be required to pay an additional administrative fee of fifteen percent (15%) of the Storage Costs.

6. Customer shall have no rights or property interest in any Work, except as expressly provided in these Terms.

7. Canrig retains title to Equipment until the later to occur of delivery, or Canrig’s receipt of payment in full for such Equipment; however, Canrig holds no responsibility or liability for the condition of Equipment after delivery except pursuant to Section VIII of this Agreement.

8. Upon delivery of the Work, Customer will furnish Canrig a certificate executed by Customer’s authorized representative, stating the Work has been delivered and is accepted without reservation. If Customer fails to furnish such certificate and fails to rightfully reject the Work in writing within seven (7) days of delivery, Customer will be deemed to have accepted such Work without reservation at the time of delivery. Rejection is rightful only if Customer shows the Work fails substantially to conform to applicable specifications. Once Work is accepted, Customer waives any right to revoke acceptance.

9. Customer may only reject the Work if it is materially defective or fails to materially meet the specifications of this Agreement. Any rejection of the Equipment must be in writing and detail the reasons for rejection. If Canrig considers the reasons specified by Customer for any rejection of the Equipment do not conform to the requirements of this Section IV(I), it may proceed as if the purchase of the Equipment had been cancelled by Customer pursuant to Section XIV.

5. Proprietary Works.

1. For the purposes of this Agreement, the term "Proprietary Works" shall mean, without limitation, all designs, ideas, discoveries, creations, works, devices, masks, models, works in progress, service deliverables, inventions, products, special tooling, software, computer programs, data, works of authorship, procedures, improvements, know-how, developments, drawings, notes, documents, business processes, information, and materials made, conceived, or developed by Canrig alone or with others resulting from or relate to any or all of the Work.

2. Customer acknowledges and agrees nothing herein shall confer on Customer any intellectual property or other rights, nor shall anything in this Agreement be construed as granting Customer any rights, by license or otherwise, under any patents, copyrights, trademarks, trade secrets, or other intellectual property owned by Canrig and/or any of its affiliates. All Proprietary Works shall at all times be and remain the sole and exclusive property of Canrig. If Canrig cannot be considered as the author or owner of the Proprietary Works or rights for any reason, then such Proprietary Works are automatically assigned to Canrig at their creation by this Agreement.

3. Customer hereby agrees to irrevocably assign and transfer to Canrig, and does hereby assign and transfer to Canrig (and shall ensure any of its affiliates, employees, officers, directors, or agents claiming any rights to the Proprietary Works assigns) any and all of its worldwide right, title, and interest in and to the Proprietary Works, including all associated intellectual property rights. Customer hereby waives any and all moral and other rights in the Proprietary Works or any other intellectual property created, developed, or acquired with respect to any or all of the Work, without any further act being required. Canrig will have the sole right to determine the treatment of the Proprietary Works, including the right to keep it as trade secret, execute and file patent applications on it, use and disclose it without prior patent application, file registrations for copyright or trademark in its own name, or follow any other procedure Canrig deems appropriate.

4. Customer agrees to:

   1. Disclose promptly in writing to Canrig all Proprietary Works in its possession;

   2. Assist Canrig in every reasonable way, at Canrig’s expense, to secure, perfect, register, apply for, maintain, and defend for Canrig’s benefit all copyrights, patent rights, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and to the Proprietary Works in Canrig’s name as Canrig deems appropriate, including the signing of any affidavits, patent, or other applications and assignment documents; and

   3. Otherwise treat all Proprietary Works as Canrig’s Confidential Information as defined herein.

5. Canrig, its licensor, or one of their affiliates is the sole owner of the trademarks and trade names which designate, or which may in the future designate the Work, and reserves all rights to its intellectual property. Customer shall only use such trademarks, trade names, or any other trademarks or trade names of Canrig when and as approved by Canrig in writing. Except as expressly approved by Canrig, Customer shall not, and shall not direct or permit any third party to, disassemble, decompile, analyze, or otherwise seek to reverse engineer the Work in an effort to discover any Work’s design, structure, construction, formulation, make-up, process, or procedures, or in any effort to replicate the Work or services, products, parts, supplies, or software similar to the Work.

6. Rental Equipment. The provisions of this Section VI apply to Canrig’s Rental Equipment, which may include, but is not limited to top drives, catwalks, wrenches, managed pressure equipment, or any other similar types of Equipment. Rental Equipment shall be distinguished as such in this Agreement from other types of Equipment which may be available from Canrig and/or associated with a related Service, as provided herein. To the degree any terms in this Section VI conflict with corresponding Terms herein, with regard to Rental Equipment, this Section VI shall prevail.

1. Rental Term. The minimum term of any rental of Rental Equipment shall be the period stated in this Agreement; at the conclusion of such period, the rental term shall continue on a month-to-month basis until such time as either party gives the other thirty (30) days prior written notice of termination (collectively, the “Rental Term”). Notwithstanding the stated Rental Term, Canrig may terminate the Rental Term at any time in event of any default.

2. Cancellation. If Customer cancels an Agreement for Rental Equipment prior to the commencement of the Rental Term, Customer shall pay or reimburse Canrig for all testing, inspection, and/or other costs incurred by Canrig prior to its receipt of Customer’s notice of cancellation. If Customer cancels this Agreement for Rental Equipment after commencement of the Rental Term and prior to the end of the Rental Term, it shall remain liable for all of its obligations under this Agreement, including this Section VI.

3. Timing. Shipment dates are approximate, based on Canrig’s projected lead time, current inventory of Rental Equipment, availability of personnel, and commitments from suppliers. Canrig shall not be subject to any damages or penalty for making Rental Equipment available for shipment later than the approximate shipping date specified, provided, however, if any item of Rental Equipment is not available within twenty (20) days after the approximate shipping date, Customer may, as its sole and exclusive remedy, terminate this Agreement with respect to the item of Rental Equipment not available.

4. Fees, Invoicing and Payment. Rental Fees shall be set out in the applicable Quotation and may include a down payment, payable on invoice prior to shipment. Rental Fees may be adjusted by Canrig upon thirty (30) days prior written notice at the end of the minimum rental term set out in the applicable Quotation or upon written notice at any time during the Rental Term when the Rental Equipment is moved from one location to another (with Canrig’s prior written consent). Provided the Rental Equipment is returned to Canrig in the condition required by this Agreement, any down payment remitted shall be applicable to the final invoice upon return of the Rental Equipment. Customer shall not be entitled to receive any interest on any down payment paid. Upon Canrig’s request, Customer shall furnish a written representation concerning its solvency at any time prior to shipment and at any time during the Rental Term.

1. Unless otherwise set forth in the Quotation, rental Fees accrue as follows:

1. At the “Transit Rate”, during the time the Rental Equipment is in transit to and from Canrig’s service facility, designated in the Quotation, during delivery and return, not to exceed fifteen (15) days each way;

2. At the “Operating Rate”, at all times the Rental Equipment is installed and operable;

3. At the “Stack Rate” which commences at the time the Rental Equipment arrives to the Customer, but prior to installation, and is not subject to the Operating Rate or Stand-by Rate; and

4. At the “Stand-by Rate” at all times the Rental Equipment is not charged at the Operating Rate, Stack Rate, or Transit Rate, including, rig-up and rig-down, wait time, and the time needed for the Rental Equipment to be moved by Customer from worksite to worksite (with Canrig’s prior written consent).

Notwithstanding any earlier termination of this Agreement, until the Rented Equipment is returned to and accepted by Canrig in the condition required by this Section VI, Customer shall continue to pay the rental Fees and comply with all payment and other obligations under this Agreement as though such expiration or other termination had not occurred.

2. If any portion of the Rental Equipment experiences mechanical downtime in excess of twenty-four (24) hours per calendar month or four (4) hours per incident, not including mechanical downtime due to normal service and maintenance functions, wash pipe and packing maintenance, or any Excluded Cause (as defined below), Customer may make a written request for a downtime allowance (“Downtime Allowance Request”) and Canrig shall, in its sole reasonable determination, approve or reject the Downtime Allowance Request. If a Downtime Allowance Request is approved, the rental rate for the downtime in excess of twenty-four (24) hours per calendar month or four (4) hours per incident shall be zero and no other penalties or liabilities will be incurred by Canrig.

3. Canrig shall invoice Customer for amounts due pursuant to this Agreement, on a monthly basis and in accordance with Section III of these Terms. Customer shall also be responsible for payment of all costs of transportation of the Rental Equipment, including insurance, freight and brokerage costs, levies, duties, import or export charges, and related fines, penalties, or interest (collectively, “Transit Charges”) from shipment to return. Customer shall timely and accurately make all filings required in connection with the transportation of the Rental Equipment. In the event Canrig pays any Taxes or Transit Charges, Customer shall, on invoice, reimburse Canrig for such charges plus fifteen percent (15%).

4. Customer’s obligation to pay amounts due pursuant to this Section VI is absolute and unconditional, and Customer shall not have the right to abate, setoff, deduct, or reduce any payments for Rental Equipment for any reason. Should Customer fail to timely pay rental Fees or other amounts due to Canrig with respect to Rental Equipment, or to otherwise comply with its obligations with respect to the Rental Equipment, Canrig shall, upon seven (7) days written notice, have the right to enter upon Customer’s premises to take possession of the Rental Equipment, with or without judicial process. Customer hereby waives any and all claims for damages occasioned by such taking of possession. Canrig’s taking possession of the Rental Equipment shall not constitute a termination of this Agreement under which the Rental Equipment was provided, and shall not relieve Customer of its obligations pursuant to this Agreement.

5. Shipment and Delivery. If shipping arrangements vary from those set forth in Section IV herein, Customer assumes all expense and risk of loss or damage to the Rental Equipment upon shipment by Canrig. The method and route of shipment to the location specified in this Agreement shall be at Canrig’s discretion. Customer shall conduct a thorough visual inspection of all Rental Equipment upon its delivery to the worksite and shall promptly notify Canrig of any apparent defects or deficiencies therein or damages thereto. Within 72 hours of its first use of the Rental Equipment, Customer shall notify Canrig, in writing, if the Rental Equipment is non-operational by reason of a latent defect not discoverable from a thorough visual inspection, or otherwise fails to satisfy the material requirements of this Agreement. If Customer timely notifies Canrig the Rental Equipment is damaged, defective, non-operational, or otherwise materially fails to satisfy the requirements of this Agreement, Canrig shall replace the Rental Equipment, at Canrig’s expense, as soon as reasonably practicable after its receipt of such notice Canrig reserves the right to make partial shipments.

6. Condition. Canrig represents all Rental Equipment shall, upon delivery to Customer, be:

1. In good mechanical condition;

2. Capable of operating in accordance with its rated capacities and capabilities when operated in accordance with the Rental Equipment Instructions (as defined below);

3. Conform to any specifications set forth in this Agreement; and

4. Comply with the requirements of all applicable laws.

5. Except as expressly stated in this Section VI(F), Canrig makes no other representations or warranties whatsoever regarding Rental Equipment, hereby disclaiming any and all other warranties, express or implied, including any warranties of non-infringement, merchantability, or fitness for any particular or general purpose.

7. Ownership. Notwithstanding any other terms set forth herein, the Rental Equipment shall at all times be the sole and exclusive property of Canrig. Customer shall have no rights or property interest in the Rental Equipment, except for the right to use the Rental Equipment in normal drilling operations during the Rental Term at the location(s) agreed upon by the parties. Customer shall not take any action which would prejudice the ownership of Canrig in the Rental Equipment. Canrig shall have the right to inspect the Rental Equipment wherever it is located at any time and Customer shall arrange for Canrig’s full and complete access to such location.

1. Customer shall keep the Rental Equipment free and clear from all claims, levies, liens, encumbrances, and process other than those arising by, through, or under Canrig. Customer shall immediately notify Canrig of any attachment or other judicial process affecting all or any part of the Rental Equipment and take all such action as may be necessary to promptly remove the same.

2. Customer shall not make any alterations, additions, or modifications to the Rental Equipment without Canrig’s prior written consent, and Customer agrees any permitted alterations, additions, or modifications shall be deemed part of the Rental Equipment for all purposes and shall become the property of Canrig.

3. Customer shall not sublet or part with possession of the Rental Equipment or any part thereof, attempt to dispose of the Rental Equipment, or transfer or assign its rights under this Agreement without the prior written consent of Canrig. No such assignment, sublease, or other parting with the possession of the Rental Equipment shall relieve the Customer of its liabilities and obligations under this Section VI

4. The parties intend any agreement regarding the Rental Equipment shall be and shall be treated as:

1. An operating or true lease, for purposes of the Internal Revenue Code, as amended from time to time, or any successor statute thereto; and

2. A true lease for the purposes of the Uniform Commercial Code (as in effect in the State of Texas), as amended from time to time or any successor statute (“UCC”), and not a transaction “intended as security,” as such phrase is used in the UCC.

5. Notwithstanding the foregoing, if any federal, state, or local court or any adjunct thereof determines or deems this Agreement is intended as security, then Customer shall be deemed hereby to have granted, and does hereby grant to Canrig a purchase money security interest in and to the Rental Equipment and a security interest in all proceeds thereof, to secure the payment and performance of all indebtedness, liabilities, and obligations of Customer to Canrig due or to become due under the terms of this Agreement, or any renewal, modification, extension, rearrangement, or supplement thereof or thereto.

6. Customer warrants the Rental Equipment shall at all times during the Rental Term constitute equipment and not inventory. Customer shall do, make, execute, and deliver all such additional and further acts, things, deeds, assurances, and instruments as Canrig may reasonably request in order to perfect and protect more completely Canrig’s rights in and to the Rental Equipment.

8. Operation. Customer shall have, assume all responsibility for, and pay all costs associated with the installation, care, custody, control, removal, and return of the Rental Equipment during the Rental Term, and agrees to use and operate the Rental Equipment in a careful and prudent manner, using only competent and properly trained employees or subcontractors, and only in accordance with any installation, maintenance, and/or operating procedures or instructions applicable thereto (including any applicable original equipment manufacturer specifications or warranty requirements) furnished by Canrig (collectively, “Rental Equipment Instructions”) and the requirements of all applicable laws. Customer shall not move the Rental Equipment from the worksite specified in this Agreement, sublease the Rental Equipment, or allow any third party to operate such equipment without the prior written consent of Canrig. Customer shall not modify the Rental Equipment without Canrig’s prior written consent, and shall not change, alter, or remove any insignia, serial number, or lettering of or on the same, or affix any of its own markings or insignia thereto.

9. Risk of Loss or Damage to Rental Equipment.

1. The entire risk of loss, destruction, or damage to the Rental Equipment from any cause or condition shall be borne solely and exclusively by Customer from the date of shipment of the Rental Equipment until it has been returned in accordance with the terms of this Agreement. No loss, theft, destruction, or damage to the Rental Equipment shall relieve Customer of the obligation to pay amounts due under or to comply with any obligation pursuant to this Agreement.

2. Customer shall immediately notify Canrig of all details concerning any damage to, or loss of the Rental Equipment arising out of any event or occurrence whatsoever, including, but not limited to, the alleged or apparent improper manufacture, functioning, or operation of the Rental Equipment. Customer shall, at its cost and expense, follow the instructions provided by Canrig with regard to repair or replacement of the Rental Equipment affected by such loss or damage.

10. Maintenance.

1. Unless otherwise specified in this Agreement, Customer shall have sole responsibility for the installation, routine inspection, service and maintenance of the Rental Equipment, and shall be responsible for furnishing or obtaining all labor, parts and other materials necessary to service and maintain the Rental Equipment in good operating condition throughout the rental period in accordance with the Rental Equipment Instructions using spare parts from the inventory consigned by Canrig, and as directed by Canrig. Customer shall be responsible for keeping and properly storing an adequate stock of consigned spare parts on-site. Any associated charges shall be invoiced to Customer as incurred and Customer shall pay such invoices in accordance with the terms of this Agreement. Customer warrants routine maintenance shall be performed by skilled and qualified technicians trained in the function and operation of the Rental Equipment or by a repair facility designated by Canrig. Customer shall maintain reports indicating the details of all maintenance and service performed on the Rental Equipment, as well as of spare parts on hand. Customer shall provide a copy of any and all such reports to Canrig upon request, and Canrig may audit any such report at any reasonable time.

2. If agreed between Canrig and Customer in this Agreement, Customer shall have an option to elect a Canrig maintenance plan whereby Canrig shall provide an on-site technician to assist Customer in the operation and routine maintenance of the Rental Equipment at the rates set forth in such Agreement. If an on-site technician is not provided, Canrig will dispatch a technician for regularly scheduled on-site visits for maintenance monitoring, inventory audit, and personnel training. Customer shall reimburse Canrig, on invoice, for all travel costs and expenses associated with such visits. In addition, if the Canrig maintenance plan option is elected by Customer, Canrig may provide repair and replacement parts as necessary to keep the Rental Equipment in good operating condition under normal operating conditions, provided Customer provides Canrig written notice of the need for repair.

3. Notwithstanding the foregoing, Customer shall be responsible for all costs associated with Canrig’s provision of repair or replacement parts or services in connection with any operational failure of the Rental Equipment which does not arise from the normal and proper use of the Rental Equipment (an “Excluded Cause”), including but not limited to, negligence, accident, misuse, improper application, and/or Customer’s failure to install, maintain, transport, operate, move, or remove the Rental Equipment in accordance with the Rental Equipment Instructions. If Canrig reasonably determines problems or failures in operation result from an Excluded Cause, Customer shall be charged for the support and remediation provided by Canrig at Canrig’s then standard charges for such services, plus expenses, and Customer agrees to pay such invoice in accordance with the terms set forth in this Agreement.

11. Return of Rental Equipment. Upon expiration of the Rental Term or earlier termination of this Agreement, Customer shall return all Rental Equipment DDP Canrig’s named facility (Incoterms 2010) clean, and in a condition at least equivalent to its original condition at the time of delivery, ordinary wear and tear excepted, and shall pay or reimburse Canrig for the costs of any inspections performed by Canrig or any third party engaged by Canrig for such purpose. Where Rental Equipment is returned in a condition which varies from that set forth herein, Canrig reserves the right to take any necessary action to return the Rental Equipment to such condition. In such case, all charges associated with any remediation and the disposal of any waste resulting therefrom shall be subject to reimbursement by Customer, plus, in the case of third party work, fifteen percent (15%). Notwithstanding the provisions of this Section VI, if the Rental Equipment is damaged or otherwise not returned in the same condition as delivered to Customer, ordinary wear and tear excepted, Customer shall pay to Canrig the lesser of

1. All costs incurred by Canrig to restore the same to such condition, or

2. Its replacement price (plus applicable taxes and shipping costs).

12. Rental Equipment parts or components replaced shall be charged to Customer at Canrig’s current published rate or the manufacturer’s current list price, as applicable. Customer shall promptly pay all applicable charges and shall retain all risk of loss or damage until Canrig has executed a written acknowledgement of return. Except as otherwise set forth in this Section VI, Rental payments shall not apply to the cost of repair or replacement.

7. Performance Tools License.

1. Title, ownership, and all patent, trademark, copyright, trade secret, and intellectual property/proprietary rights (“Rights”) to any software, firmware, PLC, or other logic instructions, configuration settings, all related documentation, and any copies and/or derivative works thereof (“Performance Tools”) provided by or used in connection with any products or equipment provided by Canrig are either owned by or licensed to Canrig.

2. Accordingly, Customer understands and agrees:

1. Canrig or its licensor (as applicable) is and shall remain the sole owner of all Rights in the Performance Tools;

2. Canrig owns and reserves all Rights in any interface hardware provided to Customer for the purpose of allowing information or data to be accessible by the Performance Tools;

3. No Rights to the Performance Tools or their associated hardware are granted to Customer; and

4. The license Canrig grants to Customer herein is limited, personal, non-exclusive, non-sublicensable, and non-transferable (“Performance Tools License”).

3. The Performance Tools License:

1. Provides Customer with the ability to utilize the Performance Tools exclusively as installed by Canrig solely in conjunction with Canrig’s products and only for Customer’s internal business purposes;

2. Prohibits the disclosure of, access to, or right to use any associated source code; and

3. Does not entitle Customer to enhancements, updates, or any other modifications to the Performance Tools or to any of the equipment on which such Performance Tools are installed.

4. Customer agrees it shall not, without Canrig’s prior written authorization:

1. Circumvent any technological measure, such as a password, encryption, or the like, used to control access to the Performance Tools;

2. Copy, reverse engineer, decompile, disassemble, or transfer the Performance Tools;

3. Attempt to derive any source code, alter default settings, translate, or convert the Performance Tools into another language or system;

4. Establish any type of interface with the Performance Tools either directly or indirectly;

5. Replace the Performance Tools or their code with any version or type not provided to Customer by Canrig; or

6. Utilize the Performance Tools in conjunction with non-Canrig products or equipment.

Customer shall promptly report to Canrig any actual or suspected violation of this Performance Tools License provision and shall take all reasonable and necessary further steps requested by Canrig to prevent or remedy any such violation.

8. SaaS Solutions. The provisions of this Section VIII apply to software-as-a-service and related software, hardware, and services offered by Canrig to connect third-party drilling rigs, equipment, and other controllable devices for the purpose of performing analytics, processing, displaying, and storing data in the cloud using mobile applications, online portals, and other interfaces (“SaaS Solutions”). SaaS Solutions shall be distinguished as such in this Agreement from other types of solutions which may be available from Canrig and/or associated with a related Service, as provided herein. To the degree any terms in this Section VIII conflict with corresponding Terms herein, with regard to SaaS Solutions, this Section VIII shall prevail.

1. Use. Subject to Customer’s compliance with these Terms and timely payment of applicable Fees Canrig will provide Customer access to SaaS Solutions specified in the subject Order, and grant to Customer a personal, revocable, non-assignable, non-exclusive, non-transferable license to download, install, and use the SaaS Solutions (“Use Rights”). Acceptable use of the SaaS Solutions is limited to Use Rights. Use Rights are subject to any limits as may be detailed in any Order (including but not limited to number of users, sensors, data limits, or other methods of measuring Customer usage), and Canrig may suspend access to SaaS Solutions until any required Fees are paid. Use Rights are further subject to Customer’s compliance with all laws and regulations applicable to use of the SaaS Solutions including but not limited to: (a) data privacy, (b) data residency, (c) data localization, (d) anti-bribery, and (e) export control laws. Customer shall not use SaaS Solutions pursuant to efforts to: (a) benchmark or gather information to create a competing offering; (b) create derivative works, improvements, or reverse engineer; (c) interfere with the security or operation of the SaaS Solutions (including vulnerability testing, probing, or misrepresenting transmission sources); (d) infringing on a third-party’s intellectual property rights; or (e) use in any environment other than that specified in the subject Order. Customer is responsible for binding Users to these Terms and for any breaches of such Terms by Users. “Users” means Customer, its employees or service providers or any third party or person using Customer’s Use Rights to access the SaaS Solutions on Customer’s behalf (including any channel partners and any party to which Customer “sells on” such Use Rights (if expressly permissible in any Order). Users may utilize Customer Use Rights under these Terms provided Customer has bound such Users to these Terms. Notwithstanding the foregoing, Customer shall be responsible for Users’ breaches of, and compliance with, these Terms and shall remain responsible for Users’ acts and omissions. Canrig reserves the right to take SaaS or manual actions to prevent unauthorized use. Unless otherwise expressly agreed in writing by the parties Customer shall use SaaS Solutions for its internal use only and has no right to use SaaS Solutions (or the analytics derived from the SaaS Solutions) to provide services for third parties.

2. Accounts. Customer and Users must: (i) maintain confidentiality of log in credentials; and (ii) not allow others to use Customer’s credentials. Customer shall promptly notify Canrig (and maintain in confidentiality) any: (a) unauthorized use of Customer’s or any other account; or (b) breach of security or security vulnerability discovered by Customer.

3. Equipment and Support. Use of SaaS Solutions may require compatible equipment, internet access, and certain software. Provision and initial set up and configuration are provided if stated in the Order. Except for downtime for required maintenance, Canrig will use commercially reasonable efforts to make SaaS Solutions available to Customer. Canrig is not responsible or liable for any security incidents, delays, or other issues arising from or related to: (i) conditions or events reasonably outside of Canrig’s control; (ii) cyberattack; (iii) public internet and communications networks; (iv) data, software, hardware, telecommunications, infrastructure or networking equipment not provided by Canrig; (v) Customer’s and Users’ negligence, gross negligence, or willful misconduct, or failure to use the latest version or follow published documentation; (vi) modifications or alterations not made by Canrig; or (v) unauthorized access made using Customer’s credentials.

4. Channel Partners. Canrig may use other parties to sell or support SaaS Solutions, or to include SaaS Solutions with other equipment and software provided by such other parties each of whom are independent entities (“Channel Partners”). Canrig is not responsible for the pricing, support, acts, omissions, promises or warranties of Channel Partners.

5. Indemnification. Canrig will: (i) defend claims against Customer that Customer’s use of the SaaS Solutions (subject to Use Rights) infringes a valid U.S. patent existing as of the effective date of the subject Order; and (ii) indemnify Customer for any resulting final judgment against Customer provided Customer: (a) gives Canrig prompt notice on becoming aware of a claim, (b) gives complete authority and assistance to Canrig (at Canrig’s expense) for disposition of the claim, and (c) makes no prejudicial statement about the claim. Canrig has no liability, and Customer will indemnify Canrig for claims related to: (a) use of SaaS Solutions other than for Use Rights, (b) combining SaaS Solutions with other software or equipment not supplied by Canrig, (c) Customer Data, (d) Customer’s use of output data provided by Canrig, (e) modifications to SaaS Solutions made by Customer, (f) failure to accept any of the remedies provided herein to make Customer non-infringing, or (g) settlements or concessions made by Customer without Canrig’s prior written consent. If an infringement claim is made or is likely Canrig may at its option and expense: (i) procure a right for Customer to continue using the SaaS Solution, (ii) modify the SaaS Solution to make it non-infringing (including Canrig’s provision of a non-infringing version or release of the SaaS Solutions), or (iii) procure a license to a reasonable alternate product. If Canrig is not able to effect one of the aforementioned remedies, then Canrig may at its option terminate the subject Order and refund to Customer a pro-rata portion of any pre-paid Fees made under the subject Order. THE FOREGOING STATES CANRIG’S SOLE LIABILITY AND OBLIGATION AND CUSTOMER’S SOLE RECOURSE AND EXCLUSIVE REMEDIES WITH RESPECT TO INFRINGEMENT. ALL WARRANTIES AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS WHETHER IMPLIED, STATUTORY, OR EXPRESS, ARE DISCLAIMED. Customer will defend (at its cost and expense) Canrig and its Channel Partners, licensor, and suppliers (and the employees, consultants, agents, directors, and affiliates of each) (“Canrig Indemnitees”) against all claims, demands, suits, actions or proceedings, and will hold Canrig Indemnitees harmless from and pay out or reimburse all liabilities arising out of third party claims related to: (a) possession, processing or use of Customer Data or Personal Data related to an Order for SaaS Solutions, or (b) violation or misappropriation of Canrig intellectual property or the intellectual property of a third party (except if caused by Customer while in compliance of Use Rights).

6. Intellectual Property and Data. Canrig retains all global rights, title, and interest (including all intellectual property rights, proprietary rights, and moral rights in and to the SaaS Solutions and all improvements and derivative works). Customer retains all rights over Customer Data or its Users input into the system, or that is collected from Customer’s devices and equipment by the SaaS Solutions (“Customer Data”). Customer grants to Canrig and its Channel Partners and their respective affiliates the right to use Customer Data to provide and protect the SaaS Solutions, and for any other purpose provided Canrig aggregates and anonymizes the Customer Data (“Data Rights”). Canrig shall own any analysis, inventions, algorithms, or the like resulting from utilization of Data Rights and same shall be Canrig’s Confidential Information. Customer and its Users waive any rights to feedback or suggestions provided to Canrig with respect to the SaaS Solutions. Canrig may store, transfer, process or perform analytics using Customer Data in any jurisdiction where Canrig has infrastructure provided Canrig abides by all applicable data residency laws and localization regulations.

7. Confidentiality. In addition to as otherwise provided in these Terms: (i) all information shared between the parties in performance of any SaaS Solution that is not generally known; and (ii) the contents of these Terms shall be considered Confidential Information and treated as such by the parties. The parties further agree the internal operation, workings, processes, and performance of the SaaS Solutions (including trial evaluation results if any) are the Confidential Information of Canrig.

8. Privacy. The parties agree each may process certain business contact information relating to persons employed by or working on behalf of the parties (“Personal Data”) in performance of obligations hereunder or under any Order. Each party agrees to: (i) take commercially reasonable measures to adequately protect Personal Data against any security breaches; and (ii) delete Personal Data once no longer needed for purposes required hereunder or under any Order.

9. Security. (i) Canrig will use commercially reasonable administrative, physical and technical safeguards to protect Personal Data and follow industry-standard security practices; and (ii) following a confirmed breach of security leading to the accidental or unlawful destruction, loss, alteration or unauthorized access, disclosure or use of Customer Personal Data Canrig will notify Customer without undue delay. Canrig will further notify Customer as relevant information becomes available to assist in meeting Customer’s potential reporting or notice obligations under applicable law and Customer will work with Canrig in good faith to develop any related public statements or required notices. Customer will implement commercially reasonable administrative, physical, and technical safeguards to protect the SaaS Solutions and follow industry-standard security practices. Customer is solely responsible for costs and liability incurred due to unauthorized use or access through Customer or User’s account credentials or systems.

10. Warranty Disclaimer. CANRIG EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PURPOSE. CANRIG FURTHER MAKES THESE SAME DISCLAIMERS ON BEHALF OF ITS LICENSORS AND SUPPLIERS. CANRIG DOES NOT WARRANT THAT SAAS SOLUTIONS WILL MEET CUSTOMER REQUIREMENTS, NOR THAT SAAS SOLUTIONS WILL BE ERROR FREE OR OPERATE WITHOUT INTERRUPTION.

11. Limitation of Liability and Waiver of Consequential Damages.

1. Limitation of Liability. CANRIG’S AGGREGATE LIABILITY FOR ALL CLAIMS (HOWSOEVER CAUSED) ARISING UNDER AN ORDER SHALL NOT EXCEED THE TOTAL OF AMOUNTS PAID OR PAYABLE TO CANRIG UNDER THE SAME ORDER ISSUED PURSUANT TO THESE TERMS DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE ASSERTION OF ANY CLAIM. CANRIG’S AGGREGATE LIABILIY FOR ALL CLAIMS ARISING UNDER EVALUATION OR TRIAL USE OF SAAS SOLUTIONS BY CUSTOMER IS LIMITED TO $1,000.00 USD. NOTWITHSTANDING ANY LANGUAGE TO THE CONTRARY IN THESE TERMS OR THE SUBJECT ORDER CUSTOMER SHALL INDEMNIFY CANRIG INDEMNITIEES FOR ALL AMOUNTS IN EXCESS OF THE AFOREMENTIONED LIMITS.

2. Consequential Damages. EXCEPT FOR BREACHES OF THE: (I) CONFIDENTIALITY; (II) USE RIGHTS; (III) LICENSES, OR (IV) OWNERSHIP OF INTELLECTUAL PROPERTY PROVISIONS OF THESE TERMS NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING LOST PROFITS AND REVENUES, OR THE LOSS OR CORRUPTION OF DATA.

12. Other. Canrig has the right to monitor usage of SaaS Solutions. For the duration of any SaaS Solutions Order and for 12 months thereafter Canrig reserves the right, on five (5) days of notice in writing, to inspect and audit (including on-site) Customer’s compliance with these Terms. Customer shall cooperate fully with such audits and inspections. Customer has no right to assign, novate, or transfer these Terms or any Order without Canrig’s prior written consent and any attempt to do so shall be void. Except for payment obligations failures to perform which are beyond a party’s reasonable control are excused. The terms of these Terms shall govern Company’s use of SaaS Solutions whether purchased from Canrig or a third party. Customer purchase orders are applicable only for purposes of authorizing payment and any additional or different terms and conditions contained therein shall not apply.

9. Limited Warranty.

1. Repair Services. Canrig warrants its equipment repair Services shall be performed in a good and workmanlike manner. If Customer identifies non-compliance in Canrig’s equipment repair Services within ninety (90) days from the date of completion of Canrig’s performance, or in the case of a full recertification of capital equipment, one hundred eighty (180) days from the date of completion of Canrig’s performance, Customer shall promptly notify Canrig in writing and if, in Canrig’s sole judgment, the equipment repair Services were not performed in a good and workmanlike manner, Canrig shall, at its option, re-perform or refund the portion of the price associated with the applicable repair Service found to be non-conforming.

2. Canrig Equipment.

1. Canrig warrants Equipment Canrig manufactures and sells pursuant to this Agreement (“Canrig Equipment”), shall be free from defects in materials and workmanship at the time of delivery and for a period equal to the earlier to expire of twelve (12) months from the date on which such Canrig Equipment is installed and/or commissioned, or eighteen (18) months from the date of Canrig’s delivery or from the date of notice of the Canrig Equipment being ready for shipment, in the event such delivery cannot take place for reasons not ascribable to Canrig.

2. If a failure to meet any warranty set forth in this Article VIIIB appears within the applicable warranty period above, Customer shall promptly notify Canrig in writing and if, in Canrig’s sole judgment, the Canrig Equipment does not conform or is found to be defective in material or workmanship, then Customer shall, at Canrig’s request, return such Canrig Equipment, part, or product F.O.B. to Canrig’s designated plant or service location. Canrig, at its expense, shall thereafter correct the warranty defect specified by Customer, at its option by:

1. Replacement of the defective Canrig Equipment or part,

2. Repair of the defective Canrig Equipment, or

3. Making available necessary replacement parts or components in accordance with the original delivery terms, and Canrig shall reimburse Customer for any reasonable and evidenced transportation costs.

Canrig shall not be responsible for the removal or replacement of systems, structures, or other parts of Customer’s facility. If a defect in each of Equipment or Goods cannot be corrected by Canrig’s reasonable efforts, the parties will negotiate an equitable adjustment in price with respect to such Equipment or Good.

3. Other Manufacturers. No warranty is made with respect to any equipment, including, but not limited to, component parts or accessories, manufactured by others but supplied by Canrig; however, to the extent it may do so, Canrig may use commercially reasonable efforts to assign to Customer any warranties granted to Canrig by such other manufacturers.

4. Exclusions. There is no warranty applicable to consumables or Rental Equipment (or similar), even if such equipment would otherwise be considered Canrig Equipment. Further, Canrig shall have no warranty obligation under this Agreement if:

1. Customer does not report the alleged non-compliance with the applicable warranty within thirty (30) days after discovery;

2. the defect arises after the expiration of the warranty period;

3. the Canrig Equipment is modified after delivery;

4. the Canrig Equipment is subjected to improper handling, storage, installation, operation, or maintenance, including use of unauthorized replacement parts, or operation under more severe conditions than those for which such equipment is rated;

5. the Canrig Equipment (or any component thereof) requires repair or replacement because of normal wear and tear;

6. Customer’s warranty claim is based on a modification or specification provided by Customer;

7. Customer fails to implement any update, upgrade, or adjustment to the Canrig Equipment (or any component thereof) recommended by Canrig (including those identified in any Product Bulletin), which was made available at the time by Canrig without cost to Customer; or

8. Customer resells or rents the Canrig Equipment to a non-affiliated third party.

5. Data & Recommendations. Canrig will provide Customer with the benefit of its judgment based upon Canrig's experience interpreting information and making recommendations, either verbally or written, as to logs, tests, or other data; the type(s) or quantities of materials or Service required or furnished; the manner of performance; or the prediction of results. Canrig’s recommendations and predictions are opinions only and do not constitute any guarantee or certainty, due to: the impracticability of obtaining first-hand knowledge of numerous variable factors; the reliance on inferences, measurements, and assumptions which are not infallible; and/or the necessity of relying on facts and/or supporting oilfield services furnished by others. Notwithstanding the foregoing, no warranty is provided concerning, and Canrig Group shall have no responsibility or liability for, the accuracy or completeness of any log, test, or other data; the design, engineering, performance, or effectiveness of goods, products, supplies, or Rental Equipment used; reservoir or seismic data, including, without limitation, software models; recommendations given; or results of the Services rendered. Canrig shall not be held responsible or liable for any loss or damage arising from or relating to the results and/or recommendations suggested by its Work, nor is the Work intended to provide the basis for any decisions subsequently made by Customer, which are and shall remain Customer’s sole responsibility. Moreover, Canrig shall not be responsible or liable for the accidental or intentional interception of, or tampering with data or samples by others, nor does Canrig guarantee or warrant the safety or length of time of storage, or against the loss of or damage to any samples, digital tapes, disks, optical logs, prints, or other similar products or materials.

6. Exclusive Warranty. The foregoing paragraphs in this Article VIII set forth the exclusive remedies for all claims based on failure of or defect in Canrig Equipment or Services provided under this Agreement, whether the failure or defect arises before or during the warranty period and whether a claim, however instituted, is based on contract, indemnity, warranty, tort/extracontractual liability (including negligence) strict liability or otherwise. The foregoing warranties are exclusive and are in lieu of and negate all other warranties, whether oral, written, express, implied, statutory, regulatory, pursuant to government requirements, or at law. NO IMPLIED STATUTORY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE SHALL APPLY.

10. Confidentiality.

1. Canrig and Customer acknowledge, in the performance of this Agreement, each shall have access to certain information which the other party deems proprietary or confidential. The parties agree the party who receives such information (“Recipient”) shall not use and shall prevent the disclosure of any information it receives from the party providing the information (“Discloser”), whether delivered in writing, orally, or otherwise (“Confidential Information”). Recipient shall use the same degree of care, but not less than reasonable care, to avoid the disclosure of such Confidential Information as Recipient employs with respect to its own Confidential Information of like importance.

2. The parties agree Confidential Information shall not include, and Recipient shall have no obligation with respect to any such information which Recipient can show:

1. Is known to Recipient, without any confidentiality restriction, prior to receipt from Discloser;

2. Is, or becomes publicly known through no action or inaction by Recipient;

3. Is received from a third party without breach of this Agreement or any other obligation to maintain the confidentiality of such information;

4. Is independently developed by Recipient without use of Discloser’s Confidential Information; or

5. Is required to be disclosed by securities laws or the rules or regulations of a stock exchange.

Any combination of elements of information shall not be deemed to be excluded from the class of Confidential Information by reason of each such element satisfying one or more of the exclusions set forth in Section X(B)(1-5), unless the combination itself satisfies one or more such exclusions.

3. If Recipient is required by legal process to disclose any of Discloser’s Confidential Information, Recipient shall, to the extent not prohibited by law, promptly notify Discloser of such requirement so Discloser may seek an appropriate protective order or waive compliance with this Section X. If, in the absence of a protective order or the receipt of a waiver hereunder, Recipient is compelled to disclose the Confidential Information, Recipient agrees to disclose only such of the Confidential Information as is required by such legal process and, in connection with such compelled disclosure, Recipient shall use commercially reasonable efforts to obtain from the party to whom such disclosure is made written assurance confidential treatment will be accorded the information.

4. Discloser agrees Recipient may disclose Discloser’s Confidential Information to its affiliates and their respective employees, directors, and officers (collectively, “Representatives”), but only for the purpose of facilitating Recipient’s performance under this Agreement, and only if each internal recipient of such information is informed of and agrees to comply with the use and disclosure prohibitions contained in this Section X. Notwithstanding the foregoing, Recipient shall remain responsible for any breach of the terms of this Agreement as a result of a disclosure by its Representatives.

5. All written data delivered by Discloser to Recipient pursuant to this Agreement shall be and remain the property of Discloser, and all such written data, and all copies thereof, shall be promptly returned to Discloser upon written request, or destroyed at Discloser's option. Each of Canrig and Customer agree monetary damages may not be a sufficient remedy for any breach of this Agreement by Recipient and Discloser shall be entitled to seek specific performance and injunctive relief as remedies for any such breach, without requirement of posting bond. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but will be in addition to all other remedies available at law or in equity.

11. Indemnification.

1. As used in this Agreement, “Claims” means all liabilities, losses, costs, damages (including punitive damages), fines, penalties, causes of action, proceedings, claims, demands, and expenses (including reasonable attorney’s fees) whatsoever.

2. EXCEPT AS MAY BE OTHERWISE PROVIDED IN THIS AGREEMENT, CANRIG SHALL RELEASE, INDEMNIFY, DEFEND, AND HOLD HARMLESS CUSTOMER, ITS AFFILIATES, SUBSIDIARIES, PREDECESSORS, SUCCESSORS, CONTRACTORS, SUBCONTRACTORS (EXCLUDING CONTRACTOR GROUP, AS DEFINED BELOW), CO-OWNERS, CO-VENTURERS, PARTNERS, ANY ENTITY WITH WHOM CUSTOMER HAS AN ECONOMIC INTEREST WITH RESPECT TO THE WORK, INCLUDING CUSTOMER’S CUSTOMER(S), AND THE AFFILIATES, SUBSIDIARIES, PREDECESSORS, SUCCESSORS; EMPLOYEES, DIRECTORS, AND OFFICERS OF ANY OF THE FOREGOING (COLLECTIVELY, THE “CUSTOMER GROUP”) FROM AND AGAINST ANY CLAIMS ARISING OUT OF, RESULTING FROM, OR RELATED TO THE PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE OF ANY MEMBER OF CANRIG GROUP (AS DEFINED BELOW) ARISING OUT OF OR IN CONNECTION WITH THE WORK.

3. EXCEPT AS MAY BE OTHERWISE PROVIDED IN THIS AGREEMENT, CUSTOMER SHALL RELEASE, INDEMNIFY, DEFEND, AND HOLD HARMLESS CANRIG, ITS AFFILIATES, SUBSIDIARIES, PREDECESSORS, SUCCESSORS, AND SUBCONTRACTORS; AND THE EMPLOYEES, DIRECTORS, AND OFFICERS OF ANY OF THE FOREGOING (COLLECTIVELY, “CANRIG GROUP”) FROM AND AGAINST ANY CLAIMS ARISING OUT OF, RESULTING FROM, OR RELATED TO THE PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE OF ANY MEMBER OF THE CUSTOMER GROUP ARISING OUT OF OR IN CONNECTION WITH THE WORK.

4. CUSTOMER SHALL RELEASE, INDEMNIFY, DEFEND, AND HOLD HARMLESS CANRIG GROUP FROM AND AGAINST ANY CLAIMS ARISING FROM OR RELATED TO:

1. DAMAGE TO OR LOSS OF THE HOLE, INCLUDING THE CASING THEREIN;

2. DAMAGE TO OR LOSS OF CANRIG GROUP’S (OR ITS SUBCONTRACTOR’S) IN-HOLE EQUIPMENT WHILE IN THE HOLE BELOW THE ROTARY TABLE;

3. DAMAGE TO OR LOSS OF CANRIG GROUP’S (OR ITS SUBCONTRACTOR’S) EQUIPMENT, INCLUDING CORROSION AND CONTAMINATION THEREOF, RESULTING FROM THE PRESENCE OF H2S, CO2, OR OTHER CORROSIVE, DESTRUCTIVE, OR ABRASIVE ELEMENTS INTRODUCED INTO THE DRILLING FLUID (INCLUDING ELEMENTS INTRODUCED FROM THE HOLE);

4. ANY MATTER INVOLVING THE RENTAL EQUIPMENT, INCLUDING, BUT NOT LIMITED TO:

1. DAMAGE, DESTRUCTION, FAILURE, DELIVERY, USE, OPERATION, MAINTENANCE, TRANSFER, TRANSPORTATION, OR DISPOSAL;

2. CUSTOMER GROUP’S VIOLATION OR ALLEGED VIOLATION OF ANY FEDERAL, STATE, COUNTY OR LOCAL LAWS OR REGULATION, INCLUDING WITHOUT LIMITATION, THE LAWS AND REGULATIONS GOVERNING IMPORT AND EXPORT, PRODUCT SAFETY, LABELING, PACKAGING AND LABOR PRACTICES; OR CUSTOMER’S BREACH OF THIS AGREEMENT.

5. DAMAGE TO, DESTRUCTION OF, OR LOSS OR IMPAIRMENT OF ANY PROPERTY RIGHT IN OR TO OIL, GAS, OR OTHER MINERAL SUBSTANCE OR WATER, IF AT THE TIME OF THE ACT OR OMISSION CAUSING SUCH DAMAGE, DESTRUCTION, LOSS, OR IMPAIRMENT, SAID SUBSTANCE HAD NOT BEEN REDUCED TO PHYSICAL POSSESSION ABOVE THE SURFACE OF THE EARTH;

6. LOSS OF OR DAMAGE TO ANY PROPERTY, EQUIPMENT, STRUCTURE, FORMATION, STRATA, OR RESERVOIR BENEATH THE SURFACE OF THE EARTH;

7. LOSS OF WELL CONTROL;

8. CATASTROPHIC LOSSES, INCLUDING, BUT NOT LIMITED TO, THAT WHICH MAY RESULT FROM:

1. ANY BLOWOUT, FIRE, EXPLOSION, OR OTHER CATASTROPHIC EVENT RESULTING IN A WILD WELL, OR ANY FIRE OR EXPLOSION AT THE WORKSITE, AND ALL COSTS ASSOCIATED WITH ANY OF THE FOREGOING EVENTS, INCLUDING:

1. THE COST OF REGAINING CONTROL OF A WILD WELL,

2. DAMAGES CAUSED TO A RIG, PLATFORM, VESSEL, PIPELINE, ANY SUBSEA STRUCTURE, OR ANY OTHER OIL AND GAS INFRASTRUCTURE ITEM,

3. ANY DOWNTIME OR REMEDIATION/RECOVERY TIME,

4. ANY COSTS OF CLEAN UP OR REMEDIATION WITH RESPECT TO ANY CONTAMINATION OR POLLUTION, AND/OR

5. THE COSTS OF REMOVING DEBRIS OR WRECKAGE;

2. LOSS OR DAMAGE TO ANY RESERVOIR, FORMATION, OR WELL BORE, AND ANY OTHER SUBSURFACE AND SUBSEA LOSS OR DAMAGE, AND/OR THE COST OF REDRILLING A WELL OR FISHING; AND/OR

3. ANY LOSS, DAMAGE, INJURY AND/OR DEATH SUFFERED OR SUSTAINED BY ANY THIRD PARTY RESULTING FROM ANY OF THE EVENTS DESCRIBED IN SECTIONS XI(D)(8)(a) OR XI(D)(8)(b) ABOVE, INCLUDING LOSS OF, OR DAMAGE TO, OIL OR GAS PRODUCTION FACILITIES, PIPELINES, FLOW LINES, SUBSEA STRUCTURES, OR ANY OTHER THIRD-PARTY PROPERTY, INSTALLATIONS, RIGS, PLATFORMS, OR VESSELS.

FOR PURPOSES OF THIS SECTION XI(D), “WILD WELL” MEANS A WELL IN WHICH THE ESCAPE OF OIL OR GAS IS NOT INTENDED AND CANNOT BE CONTROLLED BY EQUIPMENT USED IN NORMAL DRILLING PRACTICE.

5. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED BY AND BETWEEN CANRIG AND CUSTOMER, THE RESPONSIBILITY FOR POLLUTION OR CONTAMINATION SHALL BE AS FOLLOWS:

1. CANRIG SHALL ASSUME ALL RESPONSIBILITY AND LIABILITY FOR (INCLUDING CONTROL AND REMOVAL OF THE POLLUTANT INVOLVED) AND SHALL RELEASE, DEFEND, INDEMNIFY, AND HOLD CUSTOMER GROUP HARMLESS FROM AND AGAINST ALL CLAIMS ARISING FROM ALL POLLUTION OR CONTAMINATION ORIGINATING ABOVE THE SURFACE OF THE LAND, OR IF OFFSHORE, THE SURFACE OF THE WATER, FROM SPILLS OF FUELS, LUBRICANTS, MOTOR OILS, PIPE DOPE, PAINTS, SOLVENTS, BALLAST, BILGE AND GARBAGE, EXCEPT UNAVOIDABLE POLLUTION OF OR FROM RESERVE PITS, WHOLLY IN CANRIG’S POSSESSION AND CONTROL AND DIRECTLY ORIGINATING FROM CANRIG’S EQUIPMENT (OTHER THAN RENTAL EQUIPMENT) AND FACILITIES;

2. CUSTOMER SHALL ASSUME ALL RESPONSIBILITY FOR (INCLUDING CONTROL AND REMOVAL OF THE POLLUTANT INVOLVED) AND SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD CANRIG GROUP HARMLESS FROM AND AGAINST ALL CLAIMS ARISING FROM ALL POLLUTION OR CONTAMINATION, OTHER THAN THAT DESCRIBED IN SECTION XI(E)(1) ABOVE, INCLUDING, BUT NOT LIMITED TO, THAT WHICH MAY RESULT FROM FIRE, BLOWOUT, CRATERING, SEEPAGE OR ANY FLOW OF GAS, WATER OR OTHER SUBSTANCE, OR THE USE OR DISPOSITION OF DRILLING AND COMPLETION FLUIDS (INCLUDING OIL EMULSION, OIL BASE OR CHEMICALLY TREATED FLUIDS), CONTAMINATED CUTTINGS OR CARVINGS, LOST CIRCULATION AND FISH RECOVERY MATERIALS AND FLUIDS; AND

3. IN THE EVENT A THIRD PARTY COMMITS AN ACT OR OMISSION RESULTING IN POLLUTION OR CONTAMINATION FOR WHICH EITHER CANRIG OR CUSTOMER, FOR WHOM SUCH PARTY IS PERFORMING WORK, IS HELD TO BE LEGALLY LIABLE, THE RESPONSIBILITY THEREFOR SHALL BE CONSIDERED, AS BETWEEN CANRIG AND CUSTOMER, TO BE THE SAME AS IF THE PARTY FOR WHOM THE WORK WAS PERFORMED HAS PERFORMED THE SAME AND ALL OF THE OBLIGATIONS RESPECTING RELEASE, DEFENSE, INDEMNITY, HOLDING HARMLESS AND LIMITATION OF RESPONSIBILITY AND LIABILITY, AS SET FORTH IN THIS SECTION XI(E), SHALL BE SPECIFICALLY APPLIED.

6. THE LIMITATION, LIABILITY, RELEASE, DEFENSE, AND INDEMNITY PROVISIONS CONTAINED IN THIS AGREEMENT SHALL APPLY NOTWITHSTANDING ANY BREACH OR ALLEGED BREACH OF THIS AGREEMENT OR ANY CONTRACT, OR THE VIOLATION OR ALLEGED VIOLATION OF ANY LAWS, AND SHALL BE WITHOUT REGARD TO CAUSE OR CAUSES, INCLUDING, BUT NOT LIMITED TO, PRE-EXISTING DEFECTS IN EQUIPMENT (OR RENTAL EQUIPMENT) OR MATERIALS, THE NEGLIGENCE, WHETHER SOLE, CONCURRENT, ACTIVE, PASSIVE, SIMPLE, GROSS, PRIMARY OR SECONDARY, OF EITHER PARTY OR ANY OTHER PERSON, INCLUDING, BUT NOT LIMITED TO, THE PARTY OR PERSON BEING RELEASED OR INDEMNIFIED, OR OTHERWISE, STRICT LIABILITY OR THE UNSEAWORTHINESS OF ANY VESSEL, INGRESS AND EGRESS, LOADING AND UNLOADING.

7. If it is judicially determined the monetary limits of the indemnities voluntarily assumed hereunder (or of the insurance required under Section XII exceed the maximum limits permitted under applicable law, it is agreed said indemnities or insurance requirements shall automatically be amended to conform to the maximum monetary limits permitted under such law.

12. Insurance. Canrig and Customer each agree to procure and maintain insurance in support of their respective indemnification obligations pursuant to this Agreement in mutually agreed, equal amounts. Each party agrees the mutual amount of such supporting insurance shall be the lesser of the maximum amount carried by either party at the time of the incident giving rise to the claim. If a party does not carry or fails to maintain insurance as mutually agreed, such party will be deemed to be self-insured in an amount equal to the amount of insurance carried by the other party in compliance with this Section XII. Customer shall name Canrig Group as an additional insured under Customer’s insurance policies, shall provide Customer’s underwriters and insurance companies shall not have any right of subrogation against Canrig Group or their underwriters and insurance companies, and shall provide the Customer’s insurance will be primary and non-contributory in relation to any insurance Canrig Group may carry. Customer shall provide a certificate of insurance evidencing the requirements in this Agreement upon request by Canrig.

13. Limitation of Liability. EXCEPT FOR EACH PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, AND EXCEPT FOR CLAIMS ARISING FROM A BREACH OF SECTIONS V (PROPRIETARY WORKS) OR VII (PERFORMANCE TOOLS LICENSE), AND EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THESE TERMS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, PUNITIVE, OR EXEMPLARY DAMAGES (WHETHER OR NOT FORESEEABLE); LOST REVENUE OR PROFITS; LOSS OR DELAY OF USE OR PRODUCTION; RESERVOIR LOSS OR DAMAGE; LIQUIDATED OR BUSINESS INTERRUPTION DAMAGES; OR ANY OTHER DAMAGES NOT MEASURED BY ACTUAL DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CANRIG GROUP’S LIABILITY TO CUSTOMER GROUP EXCEED THE AMOUNT RECEIVED BY CANRIG FROM CUSTOMER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, NOT TO EXCEED ONE MILLION DOLLARS ($1,000,000.00) (THE “LIABILITY CAP”), AND CUSTOMER HEREBY WAIVES AND RELEASES CANRIG GROUP FROM ANY SUCH LIABILITY IN EXCESS OF THE LIABILITY CAP. THE PARTIES ACKNOWLEDGE THE FEES ARE BASED ON THE AGREED ALLOCATION OF RISK IN THESE TERMS. IF, NOTWITHSTANDING THIS AGREEMENT, A COURT OF COMPETENT JURISDICTION DETERMINES ANY TERMS AND CONDITIONS OTHER THAN THESE TERMS APPLY TO THIS AGREEMENT, CANRIG SHALL HAVE THE RIGHT TO EITHER:

1. MODIFY THE PRICES OR FEES (INCLUDING RETROACTIVELY) ACCORDING TO THE ADDITIONAL LEVEL OF RISK AND RESPONSIBILITY THE TERMS AND CONDITIONS REQUIRE CANRIG TO UNDERTAKE OR

2. TERMINATE THIS AGREEMENT AT ANY TIME WITHOUT LIABILITY FOR SUCH TERMINATION.

14. Cancellation of Work.

1. Subject to the provisions of this Section XIVV, Customer may cancel this Agreement prior to being notified by Canrig the applicable Work is ready for delivery or complete, by providing Canrig with a written notice of cancellation.

2. With respect to the cancellation of this Agreement for:

1. Equipment or Performance Tools, Customer shall pay or reimburse Canrig the greater of:

1. A cancellation fee of twenty-five percent (25%) of the price of the cancelled Work, or

2. The vendor termination fees or charges incurred by Canrig with respect to any cancelled Order.

2. Equipment which has been or is being specially manufactured or modified to Customer’s specifications, Customer shall pay or reimburse Canrig:

1. The costs and fees described in Section XIV(B)(1) above, and

2. The full cost of any raw materials or component parts purchased for that Equipment, after receipt of which Canrig shall deliver the raw materials and component parts to Customer, at Customer’s expense, without any warranty of any kind.

3. Services, Customer shall pay or reimburse Canrig for

1. All Services performed prior to the date Canrig receives the notice of cancellation,

2. All costs incurred by Canrig which would not have been incurred, but for the cancellation, including vendor or subcontractor termination fees or charges; and

3. Any mobilization and demobilization costs incurred by Canrig.

3. Canrig may terminate this Agreement without prior notice if it is assigned by Customer without Canrig’s prior written consent or if there is a change in the control or management of Customer which is unacceptable to Canrig.

4. The provisions of this Agreement which by their nature are reasonably intended by the parties to survive its cancellation, expiration or termination, including, but not limited to, Sections II-XIII, and XVI-XXII, shall survive the cancellation, expiration, or termination of this Agreement.

15. Change Orders, Amendments.

1. Any Customer request for changes in the scope and/or scheduling of the Work must be given in the form of a written change order (“Change Order”).

2. Upon Canrig’s receipt of a Change Order, the parties shall negotiate in good faith the scope of Work to be included therein. Each Change Order shall reference the original Agreement and shall specify:

1. The changes in the scope or timing of the Work to be provided under the affected Agreement, and

2. The adjustment (if any) to be made to the Fees and other amounts due to Canrig in connection therewith.

3. Once mutually agreed, such Change Order shall be executed on behalf of each party by an authorized officer, and shall be considered an amendment to this Agreement, subject to these Terms (“Amendment”).

3. Notwithstanding the foregoing, Canrig reserves the right to invoice Customer after delivery for additional costs associated with Change Orders, regardless of whether such cost was foreseeable. Customer shall pay such invoices in accordance with the Change Order and Section III of these Terms.

4. Requests for change may be given orally to Canrig’s worksite supervisor when the worksite or other conditions demand an immediate response (and Canrig may rely on the authority of any Customer representative who makes such oral request); however, such request shall be documented in a mutually acceptable Amendment within seven (7) days of Canrig’s receipt of the oral request, failing which, Canrig shall not be required to continue with any requested changes to the Work, and may suspend the Work unless and until an appropriate Amendment has been executed. If the parties are unable to agree upon or fail to timely execute an Amendment with respect to orally requested changes to the Work, Canrig shall be entitled to permanently suspend the Work and cancel the affected Agreement, and Customer shall pay Canrig for all Work performed prior to the date of cancellation, as well as any applicable mobilization or demobilization charges or other costs incurred by Canrig.

16. Force Majeure. Canrig shall not be liable for any delays in delivery or performance, or for failure to deliver or perform, due to any Force Majeure Event. “Force Majeure Event” means any cause beyond Canrig’s reasonable control, including, but not limited to, acts of God, acts of governmental authority, acts of civil or military authority, acts of terrorism, governmental priorities, strikes or other labor disturbances, floods, named storms, epidemics, war, riot, delays in transportation or railcar shortages, unavailability on reasonable commercial terms of necessary labor, materials, components, services, facilities, energy, fuel, or transportation, or delays in or unavailability of necessary government or governmental agency authorizations or instructions. Canrig may, in its sole discretion, terminate this Agreement upon notice to Customer for any Force Majeure Event lasting more than fourteen (14) days.

17. Compliance with Regulations and Laws.

1. Canrig shall comply with its own safety rules and regulations as well as all applicable state and federal safety standards and shall comply with such safety rules as may be reasonably requested by Customer and provided to Canrig in advance of any Work performed for Customer.

2. Customer agrees it shall comply in all material respects with all relevant and applicable provisions of national, state, and local laws and regulations including, but not limited to, all export/import control laws and regulations and all laws and regulations regarding the procurement, production, storage, transportation, zoning, and/or sale of any hazardous, toxic, or other regulated substances.

3. Customer acknowledges its receipt and/or use of the products and services associated with the Work is subject to United States Government import and export laws and regulations (including, but not limited to, the U.S. Export Administration Regulations at 15 C.F.R. Part 730 et. seq., and the U.S. Office of Foreign Assets Control (“OFAC”) Regulations at 31 C.F.R. Part 500 et. seq.), and may be subject to other similar foreign laws and regulations. Customer is solely responsible for and will comply with such laws and regulations. Customer warrants it is legally eligible to procure the products and services contemplated pursuant to this Agreement, and, specifically, Customer warrants it is not named on any of the following:

1. OFAC’s Specially Designated Nationals or Blocked Persons List;

2. OFAC’s Consolidated Sanctions List or any of its component lists;

3. The Denied Persons List of the U.S. Department of Commerce Bureau of Industry and Security; or

4. Any similar table of denial orders or entity lists.

4. Customer agrees it will not, directly or indirectly, sell, transfer, license, import, export, re-export, utilize, and/or enable the utilization of any of Canrig’s products or services in violation of any applicable U.S. or foreign import or export laws or regulations.

5. Should Customer learn of or have reason to know of any violation of this Section XVII, Customer will immediately advise Canrig of its knowledge or suspicion in writing. Customer shall use its best efforts to assist Canrig in validating evidence relating to any potential violation, and shall provide Canrig access to Customer’s relevant documentation or correspondence to obtain such information.

6. In the event Canrig reasonably believes or learns Customer has violated or intends to violate this Section XVII, Canrig has the right, in its sole discretion to:

1. Review Customer’s relevant records to obtain this information,

2. Provide written notice to the appropriate government agency of its knowledge or suspicion, and/or

3. Terminate this Agreement with immediate effect, without notice or penalty, in addition to, and not in lieu of all other remedies available to Canrig due to Customer’s default.

7. Customer agrees to complete Canrig’s end-use, end-user, and end-destination documentation when requested.

8. Canrig complies with, and requires each member of the Customer Group comply with, the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act of 2010, and/or any applicable laws related to anti-corruption, anti-kickbacks, and anti-money laundering with regards to the Work. Customer shall make no facilitating payments, or grease payments, with regards to the Work.

9. Canrig, its affiliates, and/or its agents or Representatives bear no responsibility to notify Customer of any regulatory changes which may limit the use of the Work.

18. Assignment, Successors, and Assigns. Except to an affiliate, this Agreement may not be assigned by either Customer or Canrig to any person or entity without the other party’s written consent. Notwithstanding the foregoing, Canrig may assign its right to payment to any person or entity without Customer’s consent.

19. Entire Agreement. This Agreement is the final, complete, and exclusive agreement between the parties with regard to the subject matter addressed herein and supersedes all proposals, oral or written, and all other communications between the parties relating to the subject matter of this Agreement. Any representation, promise, course of dealing or trade usage not contained or referenced herein shall not be binding on Canrig. No modification, amendment, rescission, waiver, or other change shall be binding on Canrig unless agreed to in writing by Canrig’s authorized representative. To the extent there is a conflict between these Terms and any other document, these Terms control.

20. Severability and Waiver. If any provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, for any reason, the invalidity, illegality, or unenforceability of that provision will not affect any other provision in this Agreement, but the invalid, illegal, or unenforceable provision will be substituted with a valid provision most closely approximating the intent and the economic effect of the original provision and which would be enforceable to the maximum extent permitted in the jurisdiction.

21. Applicable Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Texas, excluding the conflict of laws provisions thereof otherwise requiring the application of the law of any other jurisdiction. The parties agree to the exclusive jurisdiction of the Federal or State courts of Texas with respect to any dispute between the parties arising out of this Agreement or the performance thereof, including, but not limited to, its interpretation or the breach of or performance required herein. The parties submit to the personal jurisdiction of the Federal and State courts of Texas with respect to any dispute between the parties arising out of this Agreement or the performance thereof including, but not limited to, its interpretation or the breach of or performance required. The parties agree the venue for any action arising out of this Agreement or the performance thereof including, but not limited to, its interpretation or the breach of or performance required by this Agreement shall be in the Federal or State courts of Houston, Texas. The parties expressly disclaim the application of the United Nations Convention on Contracts for the International Sale of Goods. The parties have expressly required these Terms be prepared in the English language.

22. Waiver of Sovereign Immunity. IF CUSTOMER IS OWNED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, BY ANY COUNTRY OR SOVEREIGN, OR IS AN AUTHORITY OR AGENCY OF ANY COUNTRY OR SOVEREIGN, THEN CUSTOMER HEREBY WAIVES ANY AND ALL RIGHTS AND IMMUNITIES, INCLUDING WITHOUT LIMITATION, ANY IMMUNITIES FROM LAWSUITS, CLAIMS, PREJUDGMENT SEIZURE, ARREST, OR ATTACHMENT IT MAY HAVE UNDER ANY STATUTE, LAW, RULE, OR REGULATION OF ANY COUNTRY OR SOVEREIGN.

23. Nabors Dispute Resolution Program. Customer, its parent, subsidiary and affiliated corporations, as well as the employees, officers and directors of each (collectively, “Customer”) is cognizant of the Nabors Dispute Resolution Program and wishes to become an Electing Entity, as defined in that Program. Accordingly, Customer and Nabors Industries, Inc., its parent, subsidiary and affiliated corporations (“Nabors”) hereby agree that Customer is an Electing Entity as to all Disputes between Customer and the present and former Employees and Applicants of Nabors pursuant to the Nabors Dispute Resolution Program as it currently exists and as may be amended from time to time. In the event the Program is amended, Nabors agrees to provide a copy of the amendment(s) to Customer. Customer may withdraw this election to participate in the Program at any time by giving notice of such withdrawal to Nabors, such revocation to be effective with respect to any claims not yet instituted as of the date of revocation. Customer understands that it is bound by the terms of the Program with respect to all Disputes with Nabors employees, regardless of whether such Dispute is initiated by the employee or by Customer. Customer and Nabors acknowledge that the Program does not apply to disputes between Customer and Nabors and that the Program does not alter the terms of any indemnification agreement between them.

24. Acknowledgement and Acceptance. Canrig may revise and update these Terms from time-to-time, and this Agreement will be subject to the most recent version of these Terms. In accepting Work from Canrig, Customer shall be deemed to have accepted these Terms, unless Canrig and Customer have entered into a separate, written master agreement or other contract which governs the Work signed by authorized officers of each of Customer and Canrig.