Terms and conditions.

Terms & Conditions
ARKITE N.V. GENERAL TERMS AND CONDITIONS OF SALE

1. GENERAL.
These general terms and conditions of sale (along with any associated written specification, quotation and/or supplemental terms and conditions provided by Seller) exclusively will govern the sale or licensing by Seller of all goods and services (including without limitation, hardware, firmware and software products, training, programming, maintenance, engineering, parts, repair and remanufacturing services – hereinafter, “Products”) furnished to Buyer hereunder, whether such sale or licensing is effected by paper-based transactions or via facsimile or other forms of electronic data interchange (“EDI”) or electronic commerce, and represents the entire agreement between Buyer and Seller with respect thereto. Buyer’s receipt or acceptance of delivery of any of the Products ordered or purchased hereunder will constitute its acceptance of these terms and conditions. No addition or modification to these terms and conditions will be binding on Seller unless agreed to in writing signed by an authorized representative at Seller’s headquarters. Seller objects to and rejects other terms and conditions that may be proposed by Buyer or that appear on or are referenced in Buyer’s purchase order or requisition that are in addition to or otherwise not consistent with the terms and conditions set forth or referenced herein.

2. PAYMENT TERMS.
Net thirty (30) days from date of invoice with ongoing approved credit as determined by Seller. Seller may render partial invoices and require progressive payments. Seller reserves the right to render invoices electronically and to receive payment by way of electronic funds transfer. Payment by credit card, when permitted, is subject to credit card validation and authorization both at time of agreement and immediately prior to shipment. Seller reserves the right to suspend any further performance hereunder or otherwise in the event payment is not made when due. No payment by offset is permitted. Interest charges will be added to overdue invoices at the rate of 1.5% per month (subject to any limit imposed by applicable law).

3. DELIVERY TERMS.
Delivery terms are Ex Works Seller’s plant or warehouse (per current Incoterms) or as otherwise agreed to as evidenced by Seller’s order
acknowledgment. In all cases title transfers to Buyer upon the earlier of Seller’s delivery to Buyer or receipt by the first carrier for transport to Buyer, except that title
to all intellectual property rights associated with the Products remains with Seller or its suppliers and licensors. Acknowledged shipping dates are approximate only and based on prompt receipt of all necessary information from Buyer. Seller disclaims all liability for late delivery. Where applicable, prepaid shipping will be billed as a separate invoice item.

4. WARRANTY.
a. Hardware: Seller warrants that new hardware Products furnished hereunder will be free from defects in material, workmanship and design for a period of one (1) year from the date of invoice from Seller or its appointed distributor, as the case may be. Repaired or replacement Products provided as a result of this warranty subparagraph are similarly warranted for a period of six (6) months from the date of shipment to Buyer or the remainder of the original warranty term for that particular Product, whichever is longer.
b. Software and Firmware: Unless otherwise provided in a Seller or third party license, Seller warrants that standard software or firmware Products furnished hereunder, when used with Seller-specified hardware, will perform in accordance with published specifications prepared, approved, and issued by Seller for a period of one (1) year from the date of invoice from Seller or its appointed distributor, as the case may be. Seller makes no representation or warranty, express or implied, that the operation of the software or firmware Products will be uninterrupted or error free, or that the functions contained therein will meet or satisfy Buyer’s intended use or requirements.
c. Non-Warranty Factory Remanufacture, Repair and Field Exchange: Seller warrants that non-warranty factory remanufactured or field exchanged hardware Products or repaired hardware Product components will be free from defects in material and workmanship for a period of one (1) year from the date of invoice from Seller or its appointed distributor, as the case may be.
d. Services: Seller warrants that Products comprised solely of services (e.g., training, on-site repair, engineering and custom application programming services) will be performed by appropriately skilled personnel employed or retained by Seller.
e. “Open Box” Products: Seller warrants that hardware Products sold as “Open Box” (e.g., customer and distributor returns, factory refurbished or reconditioned, etc.) will be free from defects in material and workmanship for a period of ninety (90) days from the date of invoice from Seller or its appointed distributor, as the case may be. “Open Box” Products, while serviceable, may not reflect the latest series or revision.
f. Buyer Specifications/Compatibility: Seller does not warrant and will not be liable for any design, materials, construction criteria or goods furnished or specified by Buyer (including that sourced from other manufacturers or vendors specified by Buyer). Any warranty applicable to such Buyer specified items will be limited solely to the warranty, if any, extended by the original manufacturer or vendor directly or indirectly to Buyer. Seller does not warrant the compatibility of its Products with the goods of other manufacturers or Buyer’s application except to the extent expressly represented in Seller’s published specifications or written quotation.
g. Recyclable Materials: In keeping with environmental policies and practices, Seller reserves the right to utilise in its product manufacturing, repair and remanufacturing processes certain recyclable materials (e.g., fasteners, plastics and the like) or remanufactured parts equivalent to new in performance or parts which may have been subject to incidental use. However, such utilization will not affect any provided Product warranty or published reliability statistics.
h. Remedies: Remedies under the above warranties will be limited, at Seller’s option, to the replacement, repair, re-performance or modification of, or issuance of a credit for the purchase price, of the Products involved, and where applicable, only after the return of such Products pursuant to Seller’s instructions. Replacement
Products may be new, remanufactured, refurbished or reconditioned at Seller’s discretion. Buyer requested on-site warranty service (consisting of time, travel and expenses related to such services) will be at Buyer’s expense. The foregoing will be the exclusive remedies for any breach of warranty or breach of contract arising therefrom.
i. General: Warranty satisfaction is available only if
(a) Seller is provided prompt written notice of the warranty claim and
(b) Seller’s examination discloses that any alleged defect has not been caused by misuse; neglect; improper installation, improper operation, improper maintenance, improper repair, improper alteration or improper modification by other than Seller; accident; or unusual deterioration or degradation of the Products or parts thereof due to physical environment or electrical or electromagnetic noise environment.
j. THE ABOVE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESSED, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE, OR PERFORMANCE OR APPLICATIONWARRANTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. Rights under the above warranties (subject to noted limitations) extend to Buyer’s customers if Buyer is a Seller-appointed distributor for the Products.

5. DISCLAIMER AND LIMITATION OF LIABILITY.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SELLER WILL NOT BE LIABLE FOR ANY BUSINESS INTERRUPTION OR LOSS OF PROFIT, REVENUE, MATERIALS, ANTICIPATED SAVINGS, DATA, CONTRACT, GOODWILL OR THE LIKE (WHETHER DIRECT OR INDIRECT IN NATURE) OR FOR ANY OTHER FORM OF INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND. SELLER’S MAXIMUM CUMULATIVE LIABILITY RELATIVE TO ALL OTHER CLAIMS AND LIABILITIES, INCLUDING OBLIGATIONS UNDER ANY INDEMNITY, WHETHER OR NOT INSURED, WILL NOT EXCEED THE COST OF THE PRODUCT(S) GIVING RISE TO THE CLAIM OR LIABILITY. SELLER DISCLAIMS ALL LIABILITY RELATIVE TO GRATUITOUS INFORMATION OR ASSISTANCE PROVIDED BY, BUT NOT REQUIRED OF SELLER HEREUNDER. ANY ACTION AGAINST SELLER MUST BE BROUGHT WITHIN EIGHTEEN (18) MONTHS AFTER THE CAUSE OF ACTION ACCRUES. THESE DISCLAIMERS AND LIMITATIONS OF LIABILITY WILL APPLY REGARDLESS OF ANY OTHER CONTRARY PROVISION HEREOF AND REGARDLESS OF THE FORM OF ACTION, 3 WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, AND FURTHER WILL EXTEND TO THE BENEFIT OF SELLER’S VENDORS, APPOINTED DISTRIBUTORS AND OTHER AUTHORISED RESELLERS AS THIRD-PARTY BENEFICIARIES. EACH PROVISION HEREOF WHICH PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTY OR CONDITION OR EXCLUSION OF DAMAGES IS SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION AND IS TO BE ENFORCED AS SUCH.

6. INTELLECTUAL PROPERTY INDEMNITY.
Except as excluded herein, Seller will defend any suit or proceeding brought against Buyer arising out of a claim that the design or construction of the Products sold or licensed hereunder by Seller infringes any patent, copyright or trademark granted or registered in the country of Seller’s shipping destination, provided
(a) Buyer promptly notifies Seller in writing of any such claim and any suit or proceeding,
(b) at Seller’s expense, Buyer gives Seller the sole right to defend, settle and control the defense of the suit or proceeding,
(c) Buyer provides all necessary information and assistance for such defense or settlement, and
(d) Buyer takes no position adverse to Seller in connection with such claim. In the event Seller is obligated to defend such suit or proceeding, Seller will pay all costs and damages finally awarded or agreed upon by Seller that are directly related thereto, limited to the total contract value of the current product purchase between Seller and Buyer shipped to the area/country where infringement took place. Seller’s obligations under this paragraph will be fulfilled if Seller, at its option and expense: (i) procures for Buyer the right to continue using such Products, (ii) replaces the same with non-infringing equipment/software having functionality similar to that of the Products, (iii) modifies the Products to make them non-infringing while retaining similar functionality, or (iv) if (i)-(iii) are not commercially practicable, refunds to Buyer the purchase price of the affected Products in exchange for their return. Seller will have no obligation to defend or for any other liability with respect to: [a] any suit or proceeding to the extent based on or arising out of a configuration or modification made, specified or requested by Buyer and which is incorporated into or constitutes the Products, [b] the use of the Products in a process or application specified, requested or controlled by Buyer or any third parties, or [c] the use of the Products in combination with other equipment, software or materials not supplied by Seller. As used in this paragraph, the term “Products” shall mean only Seller’s standard hardware and software that are generally commercially available, and expressly excludes thirdparty-branded equipment/software.
THIS PARAGRAPH IS IN LIEU OF ALL WARRANTIES OR REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, THAT THE PRODUCTS WILL BE FREE OF THE RIGHTFUL CLAIM OF ANY THIRD PARTY BY WAY OF INFRINGEMENT OR THE LIKE.

7. RESALE OF THIRD-PARTY BRANDED PRODUCTS AND SERVICES. NOTWITHSTANDING ANY OTHER PROVISION HEREIN, SELLER MAKES NO REPRESENTATIONS, PROVIDES NO INDEMNITIES (INTELLECTUAL PROPERTY OR OTHERWISE), AND DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED RELATIVE TO ANY THIRD-PARTY BRANDED PRODUCT OR SERVICE (INCLUDING TRAINING) WHICH MAY BE RESOLD OR SUBLICENCED BY SELLER AS A DISCRETE ITEM HEREUNDER.

8. LICENCED SOFTWARE AND FIRMWARE. Use of Products comprised of software or firmware may be subject to Buyer’s acceptance of additional terms and conditions set forth in separate Seller or third-party license agreements that will control to the extent necessary to resolve any conflict with the terms and conditions stated or otherwise referenced herein. In the absence of a separate Seller’s license agreement, Buyer is granted a non-exclusive, non-transferable license to use provided Seller’s software or firmware only in object code form and solely in conjunction with Seller-provided Products, with no rights to sublicense, disclose, disassemble, decompile, reverse engineer, or otherwise modify the software or firmware.

9. PACKING AND MARKING. Buyer-specified packing or marking may be subject to additional charges not otherwise included in the price of the Products.

10. WEIGHTS AND DIMENSIONS. Published or advertised weights and dimensions are estimates or approximations only and are not warranted.

11. PRICES. Prices and other information shown in any Seller publication (including product catalogs and brochures) are subject to change without notice and to confirmation by specific quotation. Such publications are not offers to sell and are maintained only as a source of general information. Prices do not include sales, use, excise, customs, value-added or similar taxes. Buyer will pay or reimburse Seller for all such taxes as may be applicable. Time and material services will be provided in accordance with Seller’s published service rates (including applicable overtime and travel expenses) in effect as of the date such services are provided, unless otherwise confirmed by Seller’s written quotation or order acknowledgment. Billable service time includes travel time to and from the job site and all time Seller’s representatives are available for work and waiting (whether on or off the job site) to perform the services.

12. CHANGES AND SUBSTITUTIONS. Buyer-requested order changes, including those affecting the identity, scope and delivery of the Products, must be documented in writing and are subject to Seller’s prior approval and adjustments in price, scheduling and other affected terms and conditions. In any event, Seller reserves the right to reject any change that it deems unsafe, technically inadvisable or inconsistent with established engineering or quality guidelines and standards, or incompatible with Seller’s design or manufacturing capabilities. Seller further reserves the right to substitute using the latest superseding revision or series or equivalent Product having comparable form, fit and function.

13. RETURNS. All returns of Products will be pursuant to Seller’s instructions. Non-warranty returns of unused and resalable Products for credit will be subject to Seller’s return policies in effect at the time, including applicable restocking charges and other conditions of return. Products returned under warranty must be properly packed and shipped to Seller-specified locations. Shipping containers must be clearly marked per Seller’s instruction and shipped freight prepaid by Buyer. Notwithstanding the foregoing, all sales of “Open Box” Products and any third-party branded products are final and do not qualify for non-warranty return.

14. ORDER CANCELLATION. Cancellation by Buyer prior to shipment is permitted only by written notice and upon payment to Seller of reasonable cancellation and restocking charges, including reimbursement for direct costs. Cancellation charges associated with orders for custom Products or Products specifically manufactured to Buyer’s specification may equal the actual selling price of the Products. Seller has the right to cancel an order for cause at any time by written notice, and Seller will be entitled to cancellation and restocking charges as identified above. No termination by Buyer for cause will be effective unless and until Seller has failed to correct such alleged cause within forty-five (45) days after receipt of Buyer’s written notice specifying such cause.

15. FORCE MAJEURE. Seller will not be liable for any loss, damage or delay arising out of its failure (or that of its subcontractors) to perform hereunder due to causes beyond its reasonable control, including without limitation, acts of God, acts or omissions of Buyer, acts of civil or military authority, fires, strikes, floods, epidemics, quarantine restrictions, war, riots, acts of terrorism, delays in transportation, or transportation embargoes. In the event of such delay, Seller’s performance date(s) will be extended for such length of time as may be reasonably necessary to compensate for the delay.

16. GOVERNMENT CLAUSES AND CONTRACTS. Application of government contract regulations and clauses to the Products or the agreement evidenced by these terms and conditions are subject to the separate review and consent by an authorized representative at Seller’s headquarters. Products sold or licensed hereunder are not intended to be used, nor should they be used, in any nuclear-related application either as a “Basic Component” as defined under United States nuclear regulations or under similar nuclear laws and regulations of any other country or otherwise.

17. EXPORT CONTROL. Products and associated materials supplied or licensed hereunder may be subject to various export laws and regulations. It is the responsibility of the exporter to comply with all such laws and regulations. Notwithstanding any other provision herein to the contrary, in the event that local law requires export authorization for the export or re-export of any Product or associated technology, no delivery can be made until such export authorization is obtained, regardless of any otherwise promised delivery date. In the event that any required export authorization is denied, Seller will be relieved of any further obligation relative to the sale and/or license and delivery of the Product(s) subject to such denial without liability of any kind relative to Buyer or any other party. Seller will not comply with boycott related requests except to the extent permitted by Seller’s local law and then only at Seller’s discretion.

18. DISPUTES. The parties will attempt in good faith promptly to resolve any dispute arising hereunder by negotiations between representatives of the parties who have authority to settle the dispute. If unsuccessful, the parties further will attempt in good faith to settle the dispute by non-binding third-party mediation, with 4 mediator fees and expenses apportioned equally to each side. Any dispute not so resolved by negotiation or mediation may then be submitted to a court of competent jurisdiction in accordance with the terms hereof. These procedures are the exclusive procedures for the resolution of all such disputes between the parties.

19. GOVERNING LAW AND FORUM. The agreement evidenced hereby and all disputes arising thereunder will be governed by and interpreted in accordance with the internal laws and will be subject to the exclusive jurisdiction of the courts of Antwerp, Belgium, in which Seller’s principal place of business resides. Should any term or provision hereof be held wholly or partly invalid or unenforceable under applicable law, the remainder of the agreement evidenced hereby will not be affected thereby.

20. ASSIGNMENT. The agreement evidenced hereby may not be assigned by either party without the written consent of the other (which consent will not be unreasonably withheld). However, consent will not be required for internal transfers and assignments as between Seller and its parent company, subsidiaries or affiliates as part of a consolidation, merger or any other form of corporate reorganization.
ARKITE N.V. ARKITE SERVICE CONTRACT TERMS AND CONDITIONS

1. Services Provided by ARKITE NV
a. With respect to the Application Software, as defined in the License Agreement to which these terms and conditions are applicable (“License Agreement”), ARKITE NV will provide the following services during the applicable period: i. Service Support. Service Support is purchased based on the number of purchased ARKITE NV licenses of the Licensed Application Software. ARKITE NV will provide consultation by telephone or through the Online Support Portal to Customer regarding use and operation of the Application Software. Such consultation will be available between 8:00 A.M. to 6:00 P.M. Central European Time, Monday through Friday, excluding Belgian holidays, and shall be available solely to the up to three (3) registered individuals designated by Customer in writing to ARKITE NV. Customer may register additional individuals for an additional
fee. ii. In addition to such online consultation, ARKITE NV will provide the customer with all Application Software version upgrades that are released during the term of this agreement (“Upgrades”), at no additional charge. Upgrades are provided for the quantity of registered Application Software systems on site (corresponding to the amount of purchased hardware units). Upgrades apply only to the Application Software and do not include any updates, enhancements, or upgrades to the operating system or other software. iii. Problem Solving. ARKITE NV technical personnel will be assigned to attempt correction of problems in the Application Software discovered by Customer and reported in writing to ARKITE NV in sufficient detail to permit ARKITE NV to reproduce such problems. Corrections to such problems made by ARKITE NV will be supplied in media and form for entry by Customer, or, at ARKITE NV’s option, ARKITE NV may provide such problem correction through its next scheduled release of the Application Software. ARKITE NV’s obligation in such regard shall be to use its reasonable efforts to correct such problems; however, ARKITE NV does not warrant that all such reported problems will be corrected. In the event a reported problem is determined to be of customer origin, ARKITE NV may bill Customer at ARKITE NV’s then current per diem rates for any time expended in an effort to correct such problem.
b. All Upgrades, corrections, updates, enhancements, documentation, modifications, and other such supporting materials furnished to Customer hereunder shall be considered part of the Application Software and subject to all the terms and conditions of the License Agreement, including those provisions limiting the use of the Application Software to the hardware unit upon which initially installed.
c. ARKITE NV warrants to the Customer that services provided hereunder not identified in paragraph 1.b above shall be performed in a manner consistent with standard commercial practices in the industry. If any failure to meet this warranty appears within thirty (30) days from completion of the services, ARKITE NV will correct any such failure by reperforming any defective portion of the services furnished. If reperformance is not practicable, ARKITE NV will furnish without charge services in an amount essentially equal to those which, in ARKITE NV’s sole judgment, would have been required for reperformance. The warranties and remedies set forth herein are conditioned upon: i. proper storage, installation, use and maintenance, and conformance with any applicable recommendations of ARKITE NV (corresponding ARKITE NV’s manuals); and ii. Customer will notify ARKITE NV within the next forty eight (48) hours of any defects and, if required, making the product available for correction. The preceding sets forth the exclusive remedy for all claims based on failure of, or defect in, services provided hereunder, 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 (including negligence), strict liability or otherwise. Upon the expiration of the warranty period, all such liability shall terminate. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL, IMPLIED OR STATUTORY. NO IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE SHALL APPLY. ARKITE NV DOES NOT WARRANT ANY PRODUCTS OR SERVICES OF OTHERS WHICH CUSTOMER HAS DESIGNATED.
d. ARKITE NV’S LIABILITY ON ALL CLAIMS OF ANY KIND, WHETHER BASED ON CONTRACT, INDEMNITY, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, FOR ALL LOSSES OR DAMAGES ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM ANY PRODUCTS OR SERVICES COVERED BY OR FURNISHED UNDER THESE TERMS AND CONDITIONS (INCLUDING REMEDIAL WARRANTY EFFORTS), OR FROM THE PERFORMANCE OR BREACH OF THESE TERMS AND CONDITIONS, SHALL IN NO CASE EXCEED THE ANNUAL CONTRACT PRICE OF THE SUPPORT SERVICES FURNISHED HEREUNDER. ALL SUCH LIABILITY SHALL TERMINATE UPON THE EXPIRATION OF THE WARRANTY PERIOD SPECIFIED IN SECTION 1.C ABOVE.
e. IN NO EVENT, WHETHER BASED ON CONTRACT, INDEMNITY, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL ARKITE NV, ITS EMPLOYEES AND SUPPLIERS BE LIABLE FOR SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF ANY PROPERTY, COST OF CAPITAL, COST OF PURCHASED POWER, COST OF SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF THE CUSTOMER FOR SUCH DAMAGES AND THE CUSTOMER WILL INDEMNIFY ARKITE NV, ITS EMPLOYEES AND SUPPLIERS AGAINST ANY SUCH CLAIMS FROM THE CUSTOMER’S CUSTOMERS.
f. If ARKITE NV furnishes the Customer with advice or assistance concerning any products or systems which is not required pursuant to these terms and conditions, the furnishing of such advice or assistance will not subject ARKITE NV to any liability, whether in contract, indemnity, warranty, tort (including negligence), strict liability or otherwise.

2. Conditions of Service
a. The Application Software must be unmodified, in normal operating condition, and maintained at the latest or second latest release or revision level. b. The Hardware must be supported in accordance to the Release Notes. For each release, the Release Notes will specify the supported Hardware version(s).
c. The Application Software must be accessible remotely through TeamViewer, no other remote control software is permitted without prior written approval by Arkite NV. In the event that Customer does not provide ARKITE NV remote access to the Application Software all onsite support provided is subjected to commercial practices and all Online Portal support is free as long as the absence of the remote connection doesn’t change the nature or amount of support required.
d. The Application Software must be connected to a stable and secured power supply. Failure to do so will exempt ARKITE NV from all liability or warranty claims.

3. Term and Termination
a. Service Support will be provided for an initial period running from the date of the License Agreement until Project Completion, with a maximum of thirty (30) days.
b. The Service Contract will be effective from the Project Completion date. Customer shall have the right to renew Service Support on a yearly basis as provided herein, subject to continuation of the program and payment of the applicable ARKITE NV yearly service fee then in effect.
c. After the period of one year, the Term will renew for successive terms of one (1) year each, unless either party gives within notice to the other of its intention not to renew at least sixty (60) days before commencement of the next term.
d. ARKITE NV may alter or discontinue the Service Support Program at any time. Customers will be notified of any alterations or planned discontinuations in the program at the time of the commencement of any initial or renewal term of such program. In the event of a discontinuation of the program, ARKITE NV will continue to provide program support to existing customers, subject to payment of the applicable ARKITE NV yearly service fee then in effect, until the expiration of the customer’s initial or renewal term.
e. Support Services hereunder shall automatically terminate in the event the License Agreement is terminated.

4. Charges
a. ARKITE NV may adjust its applicable yearly service fee for Support Services for each renewal year following the initial period of its provision of Support Services,
provided that ARKITE NV notifies Customer of the amount of such adjustment at least forty-five (45) days in advance of each such renewal.
b. Charges for each renewal year of Support Services are due in advance upon a renewal and shall be paid within thirty (30) days of the date of ARKITE NV’s
invoice therefor.