Agora Website Terms and Conditions of Use

Access. BY USING THIS WEBSITE YOU AGREE TO THE TERMS AND CONDITIONS EXPRESSED HERE. They apply exclusively to your access to, and use of, this Website and do not alter in any way the Terms and Conditions of any other agreement you may have with Schlumberger Technology Corporation or Agora a Division of Schlumberger Technology Corporation (“Agora”).

General. Agora operates and maintains this Website, at least in part, from Houston, Texas, USA.

Contacts. Address questions or comments via the email provided on the Website. Privacy. See the Agora Privacy Policy on the Website.

Submissions. Except as otherwise provided in a separate written agreement between you and Agora, you agree that any materials, including but not limited to questions, comments, suggestions, ideas, discoveries, plans, notes, drawings, original or creative materials, or other information, provided by you in the form of e-mail or electronic submissions to Agora, or postings at this Website, are nonconfidential and shall become the sole property of Agora to the fullest extent permitted by applicable law. Agora shall own exclusive rights and shall be entitled to the unrestricted use of these materials for any purpose, commercial or otherwise, without acknowledgment or additional compensation to you. In the event applicable law operates to prevent Agora from becoming the sole owner of any such property, then this provision shall be effective as granting to Agora (with unfettered rights of assignment) a perpetual, worldwide, paid-in-full, nonexclusive right (including any moral rights) and license to make, use, sell, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, communicate to the public, perform and display the content (in whole or in part) worldwide and or to incorporate it in other works in any form, media, or technology now known or later developed, for the full term of any rights that may exist in any such material.

Company's Proprietary Rights. The Services and Software, and all of the content made available through the Site, including, but not limited to, all text and images ('Content'), and all software used to make the Site available are and shall remain the property of Company and its licensors and suppliers, and are protected by copyright, trademark, patent, and/or other proprietary rights and laws. From time to time Company may permit you to download and view one (1) copy of selected Content and Software on the Site to which we provide you access or download, on any single computer, solely for your personal, non-commercial home use, subject to your compliance with these Terms, and solely for so long as you are permitted by Company to access and use the Site and provided that you keep intact all copyright and other proprietary notices. Except as otherwise expressly authorized here and otherwise in writing in advance by Company, you agree not to reproduce, modify, publish, license, transmit, reuse, rent, lease, loan, sell, distribute, adapt, translate, create derivative works based (whether in whole or in part) on, reverse engineer, decompile or disassemble any Services or Software, all or any part of the Site, or any Content made available through the Site. Certain Software may be governed by an additional end user license agreement or 'EULA' to which you may be required to agree before using such Software.

Any content that is a trademark, logo, or service mark is also a registered or unregistered trademark of Agora or others. Your use of any Content, except as provided in these Terms of Use, without the written permission of the Content owner is strictly prohibited. The trade names, trademarks and service marks owned by Agora, whether registered or unregistered, may not be used in connection with any product or service that is not Agora’s. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of Agora’s trade names, trademarks or service marks without our express prior written consent. Agora will aggressively enforce its intellectual property rights to the fullest extent of the law, including by seeking criminal prosecution.

Copyrights, trademarks, and permissions. You acknowledge that Agora or third parties granting rights to Agora hold title to all materials on this site, which are the copyrighted works of Agora or the third parties, with all rights reserved. Such materials include but are not limited to design, text, graphics, files, photographs, video and audio clips, and the selection and arrangement thereof. Agora authorizes you to view and use the Website with the following restrictions: 1) use must be solely for your personal informational and noncommercial use, except that commercial transactions may take place on this site to the extent that Agora offers goods for sale on this site; 2) downloading is limited to one electronic or hard copy of limited portions; 3) each page downloaded must include this copyright statement displayed in a prominent position: “Agora. All rights reserved.”; 4) materials cannot be modified, forwarded, displayed, distributed, performed, or published in any media without the prior written permission of Agora.

You may not frame or use framing techniques to enclose any portion of this site without the express written consent of Agora. You may not use meta tags or any other hidden text using the Agora name or trademarks and service marks without the express written consent of Agora.

No commercial use of the information on or under this Website is licensed or permitted, except to the extent necessary in connection with the offering of goods for sale by Agora. The use of automated systems (robots, spiders, or any other data-mining or similar data-gathering and extraction tools) to access, acquire, or download information on this Website is expressly prohibited where such systems are employed in connection with commercial objectives, or in a fashion that directly or indirectly violates the privacy interests of any individual. The word Agora,' the Agora logo, and the products and services described in this Website are either trademarks, trade names, or service marks of Agora and its licensors, or are the property of their respective owners. These marks may not be copied, imitated, or used, in whole or in part, without the express prior written permission of Agora or their respective owners, and then with the proper acknowledgments. In addition, page headers, custom graphics, button icons, and scripts may be service marks, trademarks, or trade dress of Agora, and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Agora.

Contact Agora with queries regarding these issues.

Forums, interactive areas, postings, and feedback. This Website may include discussion forums or other interactive areas, including chat rooms, bulletin boards, and collaboration facilities. You agree not to upload to, distribute, or otherwise publish through this Website any content that is unlawful, libelous, defamatory, obscene, pornographic, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, or otherwise objectionable, or that would constitute or encourage a criminal offense, violate the rights of any party, or otherwise create liability or violate any law. Forums and interactive areas shall be used only for noncommercial purposes. On this site you cannot, without the express written approval of Agora, distribute or publish promotions, advertising or solicitations for funds, goods, or services. You shall remain solely liable for the content of any messages or other information posted by you on this Website, and Agora takes no responsibility and assumes no liability for the content of posted or uploaded material. Please contact Agora concerning any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography, or profanity you may encounter on this site. Agora reserves the right, in its sole discretion, to remove or edit any material posted by you that is determined to be harmful, offensive, or otherwise inappropriate.

Feedback. If you provide to us any ideas, proposals, suggestions or other materials ('Feedback'), whether related to the Site or otherwise, such Feedback will be deemed a Submission, and you hereby acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is gratuitous, unsolicited and without restriction, and does not place Company under any fiduciary or other obligation.

Copyright infringement by postings. By posting software or other content to this site, you warrant to us (and we rely on this warranty) that such items are known to you to be free shareware or otherwise in the public domain, and you agree to indemnify us against all claims, damages, or losses arising from an action alleging infringement of copyright or other proprietary rights in such work. We undertake no duty to determine the validity of any claim of copyright. Upon receiving written notice to Agora that any item posted on this site is believed to infringe a copyright or other proprietary right, we will remove said work and will not permit its reposting. We make no warranty as to the currency, operability, or fitness for any particular purpose of any shareware software posted to this site, and we will assume no liability for any losses or damages alleged to arise from use of or reliance on such software. We undertake no duty to determine the currency, operability, or fitness for any particular purpose of any shareware software posted to this site.

Agora software. Any Agora software, including any files, images incorporated in or generated by the software, and data accompanying the software (collectively 'Software'), that may be made available on this Website is licensed to you by Agora for your personal, noncommercial use, and no ownership rights pass to you. You shall not copy, distribute, sell, modify, transfer, decompile, reverse engineer, disassemble, or create derivative works from any Software.

Hyperlinks. Agora makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature, or reliability of Websites accessible by hyperlink from this Website, or Websites linking to this Website.

Third-party information resources and stock-trading facilities. Information here is provided for informational purposes only and is not intended for trading purposes. If you are contemplating trading in the securities of Agora, we advise you to seek independent professional advice before making any investment decisions. Agora does not warrant or guarantee, and has not taken any steps to verify, the adequacy, accuracy, or completeness of the tools, information, or data provided by using any of the links here, and under no circumstances will Agora be liable for any inaccuracies or omissions in any such tools, information, or data, any delays or errors in the transmission thereof, or any loss or damages caused by reliance on such items or the risks arising from the stock markets. Neither Agora nor any of its data, tool, or content providers (such as Thomson Reuters and Dow Jones) shall be liable for any errors or delays in the content, or for any actions taken in reliance thereon. External trading services which users may access through the links on this page are services of the listed independent brokerage companies. To use these services, you need to have an existing account with such brokerage company or you will need to set up such an account with such brokerage company. Agora may provide links to brokerage companies for your convenience only. Agora is not a registered broker-dealer and does not endorse or recommend the services of any brokerage company. The brokerage company you select is solely responsible for its services to you, the user. Agora shall not be liable for any damages or costs of any type arising out of or in any way connected with your use of the services of the brokerage company.

Financial-material disclosure. This Website together with any documents issued by Agora and available through this Website may contain statements that constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Those statements may appear in a number of places in this Website (together with any documents issued by Agora and available through this Website) and can be identified by the use of forward-looking terminology such as 'believe,' 'expect,' 'plan,' 'may,' 'will,' 'should,' 'anticipate' or similar statements or the negative thereof or other variations thereof. Such forward-looking statements include, without limitation, statements made as to future operations, costs, capital expenditures, cash flow, improvements in infrastructure, distribution and replenishment systems and operating efficiencies, sales and earnings estimates or trends, and expansion plans and projections. Such forward-looking statements are based on current expectations and by their nature involve known and unknown internal and external risks, uncertainties, and other factors that may cause the actual results, performance, or achievements to be materially different from those expressed or implied. The information contained in the most recent Agora Annual Reports to stockholders, including information contained under the section captioned 'Management's Discussion and Analysis,' as well as other information included under the caption 'Risk Factors' or in other Agora filings with the Securities and Exchange Commission, identifies important factors that could cause such results, performance, or achievements not to be realized. Agora undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date such statements were made.

Disclaimer. THIS WEBSITE AND THE MATERIALS UNDER THIS WEBSITE ARE PROVIDED ON AN 'AS IS' AND 'AS AVAILABLE' BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. AGORA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. AGORA DOES NOT REPRESENT OR WARRANT THAT MATERIALS IN THIS WEBSITE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. AGORA DOES NOT REPRESENT OR WARRANT THAT THIS WEBSITE OR ITS SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Agora reserves the right to change any and all content contained on this Website at any time without notice. References to any products, services, processes, or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof by Agora.

Limitation of liability. IN NO EVENT SHALL AGORA BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS WEBSITE OR THE MATERIALS CONTAINED IN, OR ACCESSED THROUGH, THIS WEBSITE.

Applicable laws. The laws of the state of Texas (for users located in the United States), or the laws of the Province of Alberta (for users located in Canada), or the laws of England & Wales (for users located outside the United States and Canada) shall govern the construction and interpretation of these Terms and Conditions and the rights of the parties hereunder. By accessing or placing orders under this Website, you acknowledge that you have read, understood, and agreed to be bound by these Terms and Conditions and by all applicable laws and regulations, including U.S. Export control laws and regulations. Visitors who do not agree with these Terms and Conditions should not access or place orders through this Website. Any controversy or claim arising out of or relating to your use of this Website or any services provided hereunder shall be settled by binding arbitration to be held in the English language in Houston, Texas, USA, in accordance with the commercial arbitration rules of the American Arbitration Association (for users located in the United States), or in Calgary, Alberta, in accordance with the arbitration rules of the Alberta Arbitration Act (for users located in Canada) or in London, England, in accordance with the arbitration rules of the International Chamber of Commerce (for users located outside the United States and Canada). Any judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction. Any award rendered by the Arbitrator(s) may include costs against either Party, but under no circumstances are the Arbitrator(s) authorized or empowered to award special, punitive, or multiple damages against either Party.

Termination. Notwithstanding any of these Terms and Conditions, Agora reserves the right, without notice and in its sole discretion, to terminate your license to use this Website and to block or prevent future access to and use of this Website.

Severability. If any provision of these Terms and Conditions shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and Conditions and shall not affect the validity and enforceability of any remaining provisions.

Language. It is at the express consent of the parties that the present agreement be written in English. C'est la demande expresse des parties que cette convention soit r dig e en anglais.

Changes to these Terms. Agora reserves the right to change, modify, or update these Terms and Conditions of Use, at any time without notice. The date of the latest update is presented below.

Last updated: 1 April 2019