Customer Purchase Terms and Conditions EMEA

CUSTOMER PURCHASE TERMS AND CONDITIONS

IMPORTANT: PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY.

THESE TERMS AND CONDITIONS (THIS “AGREEMENT”) ARE LIMITED TO THOSE CONTAINED HEREIN. THESE TERMS APPLY TO YOUR (“YOU”, “YOUR” OR "CUSTOMER") PURCHASE OF CERTAIN PRODUCTS, SERVICES, SOFTWARE, AND/OR HOSTING SERVICES (ALL OF WHICH ARE DEFINED BELOW) PROVIDED AND SOLD BY STANLEY BLACK & DECKER BELGIUM BV, WHOSE REGISTERED OFFICE IS AT EGIDE WALSCHAERTSSTRAAT 16, 2800 MECHELEN, BELGIUM (“CRIBMASTER”) AS DESCRIBED IN THE CRIBMASTER ORDER FORM(S) (DEFINED BELOW). BY PLACING AN ORDER FOR THE PRODUCTS THROUGH CRIBMASTER OR A CRIBMASTER DISTRIBUTOR, CUSTOMER AGREES TO BE BOUND BY AND ACCEPT THIS AGREEMENT UNLESS CUSTOMER AND CRIBMASTER HAVE SIGNED A SEPARATE AGREEMENT THAT EXPRESSLY OVERRIDES THIS AGREEMENT, IN WHICH CASE THAT SEPARATE AGREEMENT WILL CONTROL.

CUSTOMER MAY ISSUE A PURCHASE ORDER OR OTHER FORM FOR ADMINISTRATIVE PURPOSES ONLY. ADDITIONAL OR DIFFERENT TERMS AND CONDITIONS CONTAINED IN ANY SUCH PURCHASE ORDER OR ANY FORM DELIVERED BY CUSTOMER (I) WILL BE NULL AND VOID AND (II) ARE HEREBY DEEMED TO BE MATERIAL ALTERATIONS AND NOTICE OF OBJECTION TO THEM AND REJECTION OF THEM IS HEREBY GIVEN. CRIBMASTER’S FULFILLMENT OF YOUR ORDER DOES NOT CONSTITUTE ACCEPTANCE OF ANY OF YOUR TERMS AND CONDITIONS AND DOES NOT SERVE TO MODIFY OR AMEND THIS AGREEMENT. CUSTOMER AGREES THAT THIS AGREEMENT AND ANY CRIBMASTER ORDER FORMS ISSUED IN CONNECTION HEREWITH WILL CONTROL. NO COURSE OF PRIOR DEALINGS BETWEEN THE PARTIES AND NO USAGE OF TRADE WILL BE RELEVANT TO DETERMINE THE MEANING OF THE TERMS OF THIS AGREEMENT OR ANY CRIBMASTER ORDER FORM.

Definitions

“CribMaster Order Forms” means collectively, any invoice, sales quote, purchase order form, or other documentation provided by CribMaster in connection with the Products provided hereunder.

“Data Protection Law” means all laws and regulations applicable to the Processing of Personal Data under the Agreement, including, without limitation, those of the European Union, the European Economic Area and their member states, Switzerland, the United Kingdom and the United States and its states.

“Deliverables” means the documents, work product, and other materials that are delivered to Customer hereunder or prepared by or on behalf of CribMaster in the course of performing the Services, each of which shall be set forth in one or more Statements of Work or other CribMaster Order Form.

“Hosting Services” means integrated application and data hosting services including the required infrastructure, operating systems, licenses, software, network and IT administration, security, and servers to deliver the CribMaster application accessible through the Products sold by CribMaster as described in Exhibit C and the applicable CribMaster Order form.

"Personal Information” or “Personal Data” means any information that identifies an individual or relates to an identifiable individual as defined under applicable Data Protection Law that is collected through use of the Hosting Services.

“Process” or "Processing" means to take any action or perform any operation or set of operations that the Hosting Services are capable of taking or performing on any data, information, or other content. “Processing” and “Processed” have correlative meanings.

“Products” means, collectively, (i) the tangible products, including, without limitation, any machines, component parts, hardware, accessories and other tangible items sold by CribMaster to Customer hereunder, (ii) all Software, embedded, hosted or otherwise proprietary to and licensed by CribMaster to Customer hereunder, (iii) Hosting Services.

“Resultant Data” means data and information related to Customer’s use of the Products and/or Services that is collected, developed and/or used by CribMaster in an aggregate and anonymized manner, including without limitation to compile statistical and performance information related to the provision and operation of the Services.

“Services” means certain customized professional services to be provided by CribMaster under the applicable Statement(s) of Work.

“Shipping Date” means the date a Product is delivered to a carrier at CribMaster’s facility.

“Software” means CribMaster-owned software (such as CM WEB) or any third-party software provided by CribMaster under a license from a third-party supplier, including software embedded in the Products (whether operating on a single computer, network or web hosted environment).

Orders, Pricing, Changes, Cancellations, Payment and Taxes

Orders. All purchase orders are subject to acceptance by CribMaster and will be deemed to specifically incorporate this Agreement by reference.

Pricing. The prices for the Products are set forth in the applicable CribMaster Order Form(s).

Changes. Orders may be changed within 4 working days after a purchase order is submitted. This includes all Products and Services with an exception for spare parts. Orders for spare parts can be changed within 24 hours. A change order is accepted with either written notice via email or mail. Any changes after the timelines above are subject to CribMaster approval and, if approved, will be assessed a €200 administrative change fee.

Cancellations. Orders may be cancelled within 48 hours after a purchase order is submitted. This includes all Products and Services with an exception for spare parts. Orders for spare parts can be cancelled within 24 hours. A cancellation is accepted with either written notice via email or mail. Any cancellations after the timelines above are subject to CribMaster approval and, if approved, will be assessed the following fees: Cancellation fees will be determined by CribMaster with a minimum 200€ cancellation fee and up to 100% of the order value.

Please note: Software is not applicable for cancellations after the license code has been provided

Payments. CribMaster will issue invoices on the Shipping Date. Invoices are due and payable within forty-five (45) days of the invoice. In the event of partial shipments, CribMaster will invoice, and Customer will pay the pro-rata price applicable to the items shipped. Non-payment, when due, of a single invoice shall render the outstanding balances on all the other invoices recoverable immediately, even those that have not fallen due yet. Interest on late payments shall accrue daily at three times the European legal interest rate, but in no event to exceed the highest lawful rate of interest, calculated from the date the invoice amount was due until the date payment is received by CribMaster. The title to the Products will remain with CribMaster until CribMaster has received (i) full payment for them (ii) and until full payment is received as specified in this clause the Customer hereby acknowledges that they have possession of them solely as Bailee and in a fiduciary capacity for CribMaster.

Taxes. Prices are exclusive of Taxes. If applicable, VAT and/or GST shall be charged in addition. If any deduction or withholding of any taxes, cess, fee or any other charge of a similar nature from any payment is required by applicable laws or regulations, Customer shall be liable to pay any such additional amounts in excess. All fees (as set forth in the applicable CribMaster Order Form) and other amounts payable by Customer under this Agreement including all Exhibits, are exclusive of taxes and similar assessments. Without limiting the foregoing, Customer is responsible for all taxes, duties and charges of any kind imposed by any governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on CribMaster’s income.

Keys. Customers acknowledges that Customer will be given a key code which will give it access to certain Products for the permitted number of users for which license fees have been paid. In the event Customer desires to increase the maximum number of users, Customer shall first obtain CribMaster’s prior authorization and pay additional license fees to CribMaster as determined by CribMaster’s then current pricing structure.

Maintenance Renewal Fees. For CribMaster Order Forms for Products that have an ongoing term, after the first year of such CribMaster Order Form, Customer must pay the yearly maintenance renewal fees as specified in the applicable CribMaster Order Form (“Maintenance Renewal Fees”) to attain continued access to (a) customer support for the Products (as specified in the Exhibits hereto) and (b) any CribMaster proprietary software upgrades (if applicable), in each case only during the period for which the relevant Maintenance Renewal Fees are due and payable. The Maintenance Renewal Fees will be automatically billed following the end of the first year of the applicable CribMaster Order Form, and annually on the anniversary thereof, unless Customer gives written notice of non-renewal to CribMaster no later than sixty (60) days prior to the end of the then-current contract year. In the event Customer elects not to pay the Maintenance Renewal Fees but subsequently requests such services, Customer must first repay the Maintenance Renewal Fees that would have been due had Customer not terminated such services.

Third-Party Fees. CribMaster may immediately pass-through to Customer any fees and fee increases by third-party resellers for any third-party resold services identified in the applicable CribMaster Order Form (“Third-Party Resold Services”).

Representations and Warranties

Mutual Warranties. Each party represents to the other party that: (i) it is duly organized, validly existing and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization, or chartering; (ii) it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder; the execution of a CribMaster Order Form by its representative has been duly authorized by all necessary corporate action of the party; and this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.

Warranty Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION ABOVE OR ELSEWHERE IN THIS AGREEMENT (INCLUDING THE EXHIBITS) AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, CRIB MASTER DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, RELATED TO THE PRODUCTS SOLD, SERVICES, RENDERED, AND/OR DELIVERABLES PROVIDED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE, ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NON-INFRINGMENT.

Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER CRIBMASTER OR ITS AFFILIATES WILL UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY loss of income, loss of actual or anticipated profits, loss of business, loss of contracts, loss of goodwill or reputation, loss of anticipated savings, loss of marketing commitments, LOSS OF DATA, goodwill, use of money or use of products, LOST TIME, PROPERTY DAMAGE, COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS, TECHNOLOGY OR SERVICES, interruption in use or availability of data, stoppage of other work or impairment of other assets, or any type of lucrum cessans or any SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES REGARDLESS OF WHETHER CRIBMASTER HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES, WHETHER SUCH DAMAGES ARE OTHERWISE FORESEEABLE or unforeseeable, and whether based on claims in contract (including grave fault), tort (including negligence), civil liability, strict liability or otherwise arising out of or in connection with this Agreement, the provision of products hereunder, or the performance of the deliverables resulting therefrom. IN THE EVENT OF ANY LIABILITY INCURRED BY CRIBMASTER HEREUNDER, THE ENTIRE LIABILITY OF CRIBMASTER FOR DAMAGES arising out of or in connection with this Agreement, the provision of Products hereunder, or the performance of the deliverables resulting therefrom, WHETHER based on claims IN CONTRACT (including grave fault), TORT, CIVIL LIABILITY OR OTHERWISE, WILL NOT EXCEED (I) in case of Product defects or damages caused by defective Products, THE TOTAL AMOUNT ACTUALLY PAID TO CRIBMASTER BY CUSTOMER FOR THE APPLICABLE PRODUCT THAT CAUSED THE DAMAGE, OR (II) for any other types of damages, THE TOTAL AMOUNT PAID TO CRIBMASTER by CUSTOMER PURSUANT TO THIS AGREEMENT IN THE six (6) MONTHS PRIOR TO THE EVENT(S) GIVING RISE TO ANY CLAIM FOR DAMAGES. THIS SECTION SHALL NOT APPLY ONLY WHEN AND TO THE EXTENT THAT APPLICABLE LAW SPECIFICALLY REQUIRES LIABILITY, DESPITE THE FOREGOING EXCLUSION AND LIMITATION.

The limitation of CribMaster’s liability will survive the expiration and/or termination of this Agreement.

Indemnity

By CribMaster. CribMaster shall indemnify Customer from and against all claims, demands, actions, costs, expenses (including, but not limited to reasonable legal costs and disbursements), losses and damages arising out of or in connection with the infringement by the Product of a valid patent, copyright or trade secret right of a third party, provided Customer notifies CribMaster promptly upon your receipt of any notice or claim in writing of any claim or threatened claim against Customer and thereafter co-operate with CribMaster so that CribMaster will not be prejudiced in the defense, settlement or other handling of such claim or threatened claim.

By Customer. Customer shall indemnify CribMaster against all claims, demands, actions, costs, expenses (including, but not limited to, reasonable legal costs and disbursements), losses and damages arising out of or with respect to (i) your breach of this Agreement, and/or (ii) your fraud, gross negligence or willful misconduct. Your obligation to indemnify CribMaster for claims in this section is contingent upon CribMaster notifying Customer promptly upon CribMaster’s receipt of any notice or claim against CribMaster and thereafter co-operating with Customer so that Customer will not be prejudiced in the defense, settlement or other handling of such claim or threatened claim.

Resultant Data Aggregation. Customer acknowledges and agrees that CribMaster is entitled to collect and utilize certain statistical and performance information related to the Products in an aggregate and anonymized manner for the purposes of improving the performance of the Products and/or general marketing purposes. Any collection and use of such data hereunder shall be conducted in accordance with all applicable laws.

Trademarks. Customer acknowledges that CribMaster owns and/or is licensed to use and sublicense to third parties, certain trademarks, trade names, and other proprietary logos, slogans, and designs, whether registered or unregistered, in various countries around the world (herein separately and collectively referred to as the “Trademarks”) that may be imprinted upon or otherwise associated with the Products and Services. Unless otherwise set forth in the applicable CribMaster Order Form, Customer acknowledges and agrees that no rights, license, or interest to or in the Trademarks is granted hereunder and that CribMaster retains all ownership of the Trademarks. Customer acknowledges and agrees that it is prohibited from altering, modifying, removing, obscuring or covering any Trademarks, copyright notices, or trademark notices or other proprietary rights legends placed on or embedded by CribMaster in the Products, Software, or otherwise included in the Services and/or Deliverables.

Product-Specific Terms and Conditions. Any purchase and sale of Products hereunder shall be governed as set forth below. For the avoidance of doubt, Exhibits A, B, and C, shall be part of this Agreement, including, in particular, the Order of Precedence described below.

Any purchase and sale of Products, other than Hosting Services, shall also be governed by the terms and conditions set forth in Exhibit A.

Customer’s use of all Software and related documentation provided by CribMaster, shall also be governed by the terms and conditions set forth in Exhibit B. Notwithstanding the foregoing, in some cases Customer may license software directly from a third party other than CribMaster. In those instances, such third party may require Customer to agree to the third party’s terms and conditions, such as an end user license agreement, and that applicable agreement will exclusively govern Customer’s use of such third-party software. Customer will look solely to that third party for any loss, claims or damages arising from or related to the provision of such third-party software. Any combination of the Products, or any unit or copy thereof, with equipment or software or other items not licensed by CribMaster will result in the extinction of any warranty claims to the Product.

Any purchase and sale of Hosting Services, shall also be governed by the terms and conditions set forth in Exhibit C.

Term and Termination

Term. The Term applicable to any Products, Services, Software, and/or Hosting Services is set forth in the applicable CribMaster Order Form.

Termination without Breach. Unless otherwise set forth in a CribMaster Order Form, either party may terminate a CribMaster Order Form (including this Agreement and the related Exhibits) at any time without cause, upon sixty (60) days’ prior written notice to the other party.

Termination for Breach. Either party may terminate a CribMaster Order Form (including this Agreement and the related Exhibits) immediately upon the other party's material breach of any term of this Agreement, without prior intervention of a court or arbitral tribunal being required by providing such other party with thirty (30) days’ written notice of such termination, including the nature of the breach upon which such notice is based, and such other party fails to cure such breach within such thirty (30) day notice period.

Termination for Insolvency. CribMaster may terminate a CribMaster Order Form (including this Agreement and the related Exhibits) immediately by providing notice in writing to Customer, should any of the following events occur: (a) Customer shall make an assignment for the benefit of creditors; (b) Customer shall admit in writing its inability to pay its debts as they mature; (c) the application for the appointment of a trustee or receiver of any parts of its assets, or the commencement of any proceedings under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution, or other liquidation law of any jurisdiction; (d) a bankruptcy act which is acquiesced in or results in final adjudication in bankruptcy; or (e) Customer fails to perform any obligation herein.

Effect of Expiration or Termination. Upon expiration or termination of a CribMaster Order Form (including this Agreement and the related Exhibits) for any reason, Customer shall return all materials and information relating to the marketing, promotion, distribution and support of the Products.

Personal Information/Personal Data. Unless otherwise set forth in this Agreement, Exhibit C and Schedule C where applicable, or the applicable CribMaster Order Form, Customer understands – and represents and warrants to CribMaster – that the Products and/or Services contemplated hereunder are not intended to in any way involve CribMaster’s handling of, access or exposure to Personal Data controlled by the Customer (or Authorized Users). In the event it appears that the Products and/or Services or Deliverables (will) involve Personal Data controlled by the Customer (or Authorized Users) in any way, the Customer shall provide CribMaster with fifteen (15) days’ prior written notice. Pursuant to Exhibit C to this Agreement, the parties will then enter into appropriate data processing or data transfer agreement(s) as required under applicable Data Protection Law and as attached in Schedule C where applicable. Any such required documentation shall be in effect prior to CribMaster’s receipt of Personal Data. The terms of Exhibit C shall apply to any Personal Data received by CribMaster. The preceding is without prejudice to CribMaster Processing Personal Data about representatives or personnel of Customer (or Authorized Users) for the purposes of the entering into, management, performance and termination of this Agreement, invoicing, after sale services, statistical purposes (see Resultant Data), billing, product updates as data controller, as further detailed under Exhibit C in accordance with CribMaster's available Privacy Policy (available https://www.stanleyblackanddecker.com/privacy-policy). Customer shall provide any notices to its representatives or personnel with respect to Processing by CribMaster as data controller or data processor pursuant to these Terms and Conditions, Exhibit C and Schedule C where applicable.

Confidentiality. All non-public, confidential or proprietary information of CribMaster, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by CribMaster to you, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by CribMaster in writing. Upon CribMaster’s request, Customer shall promptly return all documents and other materials received from CribMaster. CribMaster shall be entitled to injunctive relief for any violation of this section. This section does not apply to information that is: (a) in the public domain; (b) known to Customer at the time of disclosure; or (c) rightfully obtained by Customer on a non-confidential basis from a third party.

Compliance with Law. Customer shall at all times comply with all laws, ordinances, regulations, and orders that are applicable to the operation of Customer’s business and to this Agreement and your performance hereunder. Without limiting the generality of the foregoing, Customer shall at all times, at your own expense, obtain and maintain all certifications, credentials, authorizations, licenses, and permits necessary to conduct your business as it relates to the exercise of your rights and the performance of your obligations under this Agreement.

Sanctions Representation and Warranty. Customer warrants and represents it is in compliance with the laws and regulations administered by the Office of Foreign Assets Control ("OFAC") and any other applicable Governmental Authority, including but not limited to those of the United States, the United Kingdom, and the European Union and its Member States, that administers, enacts, or enforces economic sanctions or trade embargoes ("Economic Sanctions Laws") against countries or regions ("Embargoed Countries"), their governments, and Persons designated or otherwise targeted under such Laws, including those directly or indirectly owned or controlled by or acting on behalf of such Persons ("Embargoed Parties"). Customer warrants and represents that its directors, executive officers, senior management, key employees, agents, shareholders, or any person having a controlling interest in Customer is not an Embargoed Party nor is otherwise targeted by any Economic Sanctions Laws.

Without limiting the generality of the foregoing, Customer shall not:

(a) directly or indirectly sell, re-sell, transfer, release, export, re-export, tranship, or otherwise deliver the Products or any portion of the Products to or through an Embargoed Country or Embargoed Party; or
(b) broker, finance, or otherwise facilitate any transaction in violation of any Economic Sanctions Laws or take or refrain from any action that would cause CribMaster or its affiliates to be in breach of, or exposed to any adverse consequences under, any Economic Sanctions Laws.

Export Regulation Covenant. Customer acknowledges that the Products, including any software, documentation and any related technical data included with, or contained in, such Products, and any products utilizing any such Products, software, documentation, or technical data (collectively, "Regulated Products") may be subject to U.S., EU, UK, or other applicable export control and trade sanctions Laws and regulations, including the Export Administration Regulations administered by the U.S. Department of Commerce and the International Traffic in Arms Regulations administered by the U.S. Department of State, Regulation (EU) 2021/821 and the UK Dual Use Regulation (Retained Council Regulation (EC) 428/2009) ("Export Controls"). Without limiting the generality of the above, Customer shall not, and shall not cause or permit any Person to, directly or indirectly, sell, re-sell, transfer, release, export, re-export, tranship, or otherwise deliver any Regulated Products to any jurisdiction/country or Person, or otherwise deal in any Regulated Products, in violation of applicable United States federal Laws, including Export Controls, or applicable Belgian law. Customer expressly represents and warrants that, under no circumstances, shall it sell, re-sell, transfer, release, export, re-export, tranship, or otherwise deliver any of the Regulated Products, or any spare parts, warranty items or technical data related to the Regulated Products, directly or indirectly, to or for the benefit of a person or entity located in or organized under the laws of Crimea, Russia, Belarus, the so-called Donetsk People's Republic or the Luhansk People's Republic, the non-government controlled areas of the Kherson and Zaporizhzhia oblasts of Ukraine, Cuba, Iran, North Korea, or Syria.

Without limiting the generality of the above paragraphs, Customer shall complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to using, selling, re-selling, transferring, releasing, exporting, re-exporting, transhipping, delivering, or otherwise dealing with any Regulated Products. Customer shall provide prior written notice of the need to comply with such laws to any Person, firm, or entity which it has reason to believe is obtaining any such Regulated Products from the Customer with the intent to export, re-export, or transfer to third parties.

Customer commits to performing sufficient screening to ensure its foregoing obligations are met. Customer shall require its sub-distributors or other third parties acting on behalf of the Customer that may receive Products (including Regulated Products) from Customer to comply with the foregoing requirements by the terms of any relevant contract or agreement and shall ensure that no such sub-distributor or other third party acting on behalf of the Customer will engage in any activity with respect to the Products that may cause CribMaster to be in breach of, or exposed to, any adverse consequences under, any applicable Economic Sanctions Laws or Export Controls.

CribMaster shall have the right to suspend or terminate this Agreement immediately without any liability and without notice in the event that (i) CribMaster reasonably determines that there is any breach by CribMaster of this section or (ii) Customer, or any sub-dealer or other third party acting on Customer’s behalf, becomes an Embargoed Party or otherwise targeted by any Economic Sanctions Laws. Customer shall indemnify and hold harmless CribMaster from any damages, losses, expenses, or claims arising in connection to a breach of this section.

CribMaster shall have the right to refuse or cancel without any liability any order placed under this Agreement immediately and without notice in the event that CribMaster determines that (1) the order may involve, directly or indirectly, an end customer or other party that is an Embargoed Party or otherwise targeted by any Economic Sanctions Laws, or (2) shipment would be restricted under Export Controls or other similar laws.

Notwithstanding the foregoing or any provision of this Agreement, no provision in this Agreement shall be interpreted to cause, or more generally to oblige, CribMaster to act or refrain from acting (or to consent to act or refrain from acting) or to perform its obligations under the Agreement in a manner that constitutes or could constitute a violation of or be conflicting with, or expose CribMaster to penalty under, any laws, rules, or regulations, including those of the United States.

General

Binding Agreement and Assignments. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. This Agreement and related CribMaster Order Forms are not transferable or assignable by Customer without the prior written consent of CribMaster. Any purported transfer or assignment in violation hereof shall be void and of no force and effect. However, CribMaster shall be entitled to assign this Agreement and related CribMaster Order Forms to any affiliated company of Stanley Black & Decker Group. Parties will be fully released from their obligations under this Agreement if and to the extent they have been assigned pursuant to this clause to the extent they became due and payable on or after the effective date of the assignment.

Waiver. No waiver of any provision or breach shall be implied by failure to enforce any rights or remedies herein provided, and no express waiver shall affect any provision or breach other than that to which the waiver is applicable and only for that occurrence.

Force Majeure. Neither party shall be liable for any failure, inability or delay to perform hereunder (except the payment of money), if such failure, inability or delay is due to circumstances beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, strike, lockout, labor disturbance, epidemic or pandemic resulting in government ordered closures, social conflict, fire, explosion, earth quake, natural disasters, or sabotage.

Governing Law and Jurisdiction. All issues, questions and disputes concerning the validity, interpretation, enforcement, performance or termination of this Agreement, and all matters of extra-contractual and/or tort liability, if any, arising out of or in relation with this Agreement, shall be governed by and construed in accordance with Belgian law, without giving effect to any other choice-of-law or conflict-of-laws rules or provisions (Belgian, foreign or international) that would cause the laws of any jurisdiction other than Belgium to be applicable, and excluding the UN Convention on the International Sale of Goods (1980) (“Vienna Convention”) (if applicable). As far as necessary, parties also expressly exclude the application of the provisions of Title 3/1 of Book VI of the Belgian Economic Law Code.

If any dispute arises between the parties arising out of or in connection with this Agreement and/or any contractual or non-contractual (including pre-contractual and extra-contractual) matters in connection with its conclusion, validity, interpretation, enforcement, performance and termination, the parties agree that a good faith attempt to resolve the dispute will be conducted by senior executives of each party with authority to reach agreement regarding the dispute. If no such meeting can be arranged 30 days of demand for such meeting, or the parties are unable to reach agreement within one (1) week after such meeting, the parties agree that will be submitted to the exclusive jurisdiction of the courts of Mechelen (Belgium). Optionally, CribMaster shall also have the right to bring any action at your principal business place of business or before other courts competent according to any national or foreign laws.

Independent Contractor. Nothing in this Agreement, and no course of dealing between the parties, shall be construed to create an employment or agency relationship or a partnership between a party and the other party. Each party shall be solely responsible for payment of its employees’ salaries (including withholding of income taxes and social security), workers’ compensation, and all other employment benefits. Neither party is authorized to, or will, make any representation, contract, or commitment on behalf of the other party.

Entire Agreement. This Agreement, each CribMaster Order Form issued hereunder, and all referenced exhibits set forth the entire Agreement and understanding between the parties with respect to the subject matter hereof, and replaces any prior oral or written communications. For the avoidance of doubt, the referenced exhibits and each CribMaster Order Form issued hereunder or in connection herewith are made a part of this Agreement. This Agreement shall not be supplemented, modified or amended except by a written instrument signed by duly authorized representatives of Customer and CribMaster, respectively, and no other person has or shall have the authority to supplement, modify or amend this Agreement in another manner.

Severability. In the event any term or provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining terms and provisions will continue in full force and effect, subject, however, to the essential terms and conditions of this Agreement for each party remaining valid, binding and enforceable. Moreover, in this case, the parties shall amend the invalid, illegal or unenforceable provision(s) or any part thereof and/or agree on a new provision which embodies as closely as possible the purpose of the invalid, illegal or unenforceable provision(s).

Fair and Equitable. To the extent necessary, parties acknowledge that they have expressly and with full understanding of the implications agreed to all of the provisions contained in this Agreement and expressly confirm that such provisions are fair and equitable. The parties furthermore confirm that the provisions on liability and limitations thereof as set out in this Agreement are indivisibly connected to the pricing and remuneration provisions in this Agreement. Parties expressly acknowledge that without these provisions they would not have concluded this Agreement with these pricing and remuneration provisions.

Territorial scope of this Agreement. This Agreement shall have effect and be enforceable in the European Union, United Kingdom, Norway, Switzerland, Turkey, Iceland, Serbia, South Africa, Egypt, UAE, KSA, Qatar, Kuwait, Jordan, Bahrain, Israel, China, India, Singapore, Malaysia, Thailand, Indonesia, South Korea, Japan, Hong Kong, Maldives, Mauritius, Philippines, Taiwan and Vietnam.

Headings and Interpretations. The headings of the sections of this Agreement are intended solely for convenience or reference and shall be given no effect in the construction or interpretation of this Agreement. Each party has been or has had the opportunity to be represented by counsel in connection with this Agreement and, accordingly, any rule of law or legal doctrine that would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application and is expressly waived. The use of the masculine pronoun herein shall, where the context so indicates, be deemed to include the feminine and the neuter and vice versa, and the use of the singular shall be deemed to include the plural and vice versa.

Order of Precedence. In the event of any conflict or inconsistency of terms among the various documents that, at any given time, constitute this Agreement, the order of precedence that shall apply is as follows, with each listed document or type of document superseding and prevailing over any subsequently listed document or type of document, and with later executed documents prevailing over earlier documents of the same type, each solely to the extent of any irreconcilable conflict or inconsistency of the terms and conditions thereof: (i) change orders or other modifications to CribMaster Order Forms that are executed by the parties; (ii) the applicable CribMaster Order Forms; and (ii) this Agreement. In case of a conflict between the terms as set out in the main body of this Agreement and any of the Exhibits (including Schedules), the terms of the latter shall prevail. Any preprinted terms and conditions on your purchase orders or other documents shall be deleted and be void and of no effect.

Remedies. CribMaster’s remedies shall be cumulative, and remedies specified herein do not exclude any remedies allowed by law.

EXHIBIT A

Product Specific Terms and Conditions

These Product-Specific Terms and Conditions shall govern any the purchase and sale of any Products (other than Software and Hosting Services) purchased under the Agreement by way of a CribMaster Order Form, to which these Terms and Conditions are attached and made a part thereof.

Pricing. Customer may obtain Products at the prices reflected on the applicable CribMaster Order Form.

Delivery. Title to the Products and risk of loss or damage during shipment pass from CribMaster to Customer upon delivery to a carrier at CribMaster’s facilities (F.C.A. Incoterms 2020). CribMaster will make every reasonable effort to meet scheduled Shipping Dates, but those dates are estimates only and not binding contractual commitments, and CribMaster will not be responsible or liable for its failure to meet any Shipping Date. For the avoidance of doubt and notwithstanding the foregoing, title to any Software purchased and/or licensed hereunder will remain with CribMaster and Customer’s rights therein shall be governed by the Agreement.

Customer Support. Subject to Customer’s satisfying its payment obligations under the Agreement, CribMaster shall provide reasonable technical support to Customer’s technical personnel by telephone or electronic mail weekdays (excluding localized public holidays) between the hours of 0830 – 1800 (CET) and 1800 – 0000 (diverted to United States) to resolve problems relating to the use and operation of the Products.

Installation. Installation is the sole and exclusive responsibility of the Customer unless installation is purchased as a separate Service in accordance with the Agreement and a SOW executed by the parties.

Limited Warranties. CribMaster warrants and represents to Customer that the Products: (a) will, at the time of delivery, materially conform to the specifications provided to Customer; and (b) do not knowingly violate or infringe any valid patent, trademark, copyright, or other intellectual property right of any third party. The knowing non-infringement warranty shall not apply to any infringement which results from (i) any modifications or derivatives developed by Customer or its customer(s) or their employees or contractors, (ii) any unit or copy of the Products, or any part thereof manufactured and produced by Customer, or (iii) any combination by Customer of the Products, or any unit or copy thereof, with equipment or software or other items not supplied by CribMaster, and Customer shall indemnify CribMaster for damages suffered by CribMaster resulting solely from subsections (i), (ii), and (iii) of this Section 5. Additional Product-specific warranties may be listed in the applicable CribMaster Order Forms.

Exclusive Remedy. Without prejudice to the Limitation of Liability Section as set out in the main body of this Agreement, in the event that a Product is nonconforming with the limited warranties set forth above CribMaster will use commercially reasonable efforts to repair, replace, re-perform, or otherwise correct, as applicable, any such nonconforming Product. If CribMaster is unable to repair, replace, reperform, or otherwise correct such nonconforming Product within a reasonable time after receiving written notice thereof, CribMaster shall reimburse to Customer the payments made to CribMaster for such Product. With respect to the warranty set forth in Section 5(b), if the Product becomes, or in CribMaster’s opinion is likely to become, the subject of such an infringement or similar claim, CribMaster may, at CribMaster’s option and expense, either procure the right for Customer to continue using the Product or replace or modify such Product so that it becomes non-infringing. If neither of the foregoing alternatives is available on terms that CribMaster, in its sole discretion, deems reasonable, CribMaster shall reimburse to Customer the payments made to CribMaster for such Product. In such event, Customer will promptly cease using the infringing Product under this Agreement. The remedies set forth in this Section 6 constitute the Customer’s sole remedy for any warranty claims hereunder.

EXHIBIT B

CribMaster Software Licence Agreement

THE FOLLOWING LICENSE AGREEMENT ("LICENSE AGREEMENT") APPLIES TO YOUR USE OF ALL SOFTWARE AND RELATED DOCUMENTATION PROVIDED BY CRIBMASTER (“CRIBMASTER”), INCLUDING CRIBMASTER OWNED SOFTWARE, MOBILE APPLICATIONS, SOFTWARE EMBEDDED IN HARDWARE (“EMBEDDED SOFTWARE”) THAT IS PROVIDED BY CRIBMASTER, AND SOFTWARE OR MOBILE APPLICATIONS PROVIDED BY CRIBMASTER UNDER A LICENSE FROM A THIRD PARTY SUPPLIER (COLLECTIVELY, THE “SOFTWARE”) WHETHER OPERATING ON A SINGLE COMPUTER, MOBILE DEVICE, NETWORK OR WEB HOSTED ENVIRONMENT. READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE CONTINUING USE OF THE SOFTWARE. CUSTOMER (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) MUST AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT BEFORE USING THE SOFTWARE. THIS LICENSE AGREEMENT REPRESENTS THE ENTIRE AGREEMENT CONCERNING THE SOFTWARE BETWEEN CUSTOMER AND CRIBMASTER, AND IT SUPERSEDES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING BETWEEN THE PARTIES. BY INSTALLING OR OTHERWISE USING THE SOFTWARE, CUSTOMER IS ACCEPTING AND AGREEING TO THE TERMS OF THE LICENSE AGREEMENT. IF CUSTOMER IS NOT WILLING TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT, CUSTOMER SHOULD PROMPTLY RETURN ALL MATERIALS TO CRIBMASTER.

License Grant. CribMaster hereby grants to Customer, and Customer accepts, a limited, non-exclusive, non-transferable, non-sublicensable license to use, through its directors, employees or agents, the Software in object-code-only form, and the accompanying user documentation only as authorized in this License Agreement. The Software, other than Embedded Software, may be used on a single computer or, should Customer choose to purchase a mobile application, mobile device, owned, leased, or otherwise controlled by you. Embedded Software may only be used with the hardware in which it is embedded and may not be transferred or otherwise removed from such hardware. Customer agrees they will not assign, sub license, transfer, pledge, lease, rent, or share your rights under this License Agreement. Customer may not modify, adapt, alter, translate, or create derivative works of the Software, and may not merge the Embedded Software with any other software or code. Upon loading the Software, other than Embedded Software, into your computer or mobile device, Customer may retain the media on which the Software was delivered to Customer for backup purposes. No copies of the Software or any portion thereof may be made by Customer or any person under your authority or control, provided, however, that backup to the “Cloud” as protection against loss or theft of your computer or mobile device is permitted.

Customer expressly acknowledges and agrees that it is not granted any other rights and that the license may not be used by it for any other purpose, except as expressly authorized in this License Agreement, and that it shall not take any action which may, in the reasonable opinion of CribMaster, adversely affect or impair Cribmaster’s or its supplier's rights, title and interests in and to the Software. Consequently, and without being limited thereto, Customer cannot:

change the source code of the Software;
in any way affect the functionality of the Software;
decompile, disassemble or reverse engineer the Software, source code or any part thereof;
use the Software for operations that are not related to its business activities.

Software Transfer. Customer may permanently transfer all of its rights under this License Agreement, provided Customer retains no copies of the Software, Customer transfer all of the Software (including all component parts, the media, and any upgrades) and the recipient agrees to the terms of this License Agreement. If the Software is an upgrade, any transfer must include all prior versions of the Software. Notwithstanding the foregoing, Embedded Software may only be transferred in connection with a transfer of the hardware in which it is embedded.

Licensor’s Rights. Customer acknowledges and agrees that the Software consists of proprietary, unpublished products of CribMaster and its suppliers and is protected under copyright law (including US copyright law) and trade secret laws of general applicability. Customer further acknowledges and agrees that all right, title, and interest in and to the Software are and shall remain with CribMaster or its suppliers, as applicable. This License Agreement does not convey to Customer an interest in or to the Software but only a limited right to use the Software in accordance with the terms of this License Agreement.

Limitation on Reverse Engineering. Customer may not reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the Software unless such activity is expressly permitted by applicable law.

Term and Termination. This CribMaster Software License Agreement becomes effective upon your use of the Software and shall continue until termination. Customer may terminate this License Agreement at any time by ceasing use of the Software and returning the Software and all copies thereof and extracts therefrom to CribMaster. CribMaster may terminate this License Agreement immediately upon breach by Customer of any term hereof, without prior intervention of a court or arbitral tribunal being required, by providing the Customer with thirty (30) days’ written notice of such termination, including the nature of the breach upon which such notice is based, and the Customer fails to cure such breach within such thirty (30) day notice period. It being understood that termination of the License Agreement (for any reason whatsoever), will not affect the other terms and conditions of the CribMaster Order Form (including this Agreement) that do not relate to the Software license, which will therefore remain in full force and effect unless and until terminated in accordance with the provisions of the main body of the Agreement.

Effect of Expiration or Termination. Upon expiration or termination of a CribMaster Order Form (including this Agreement and the related Exhibits) for any reason, Customer shall return all materials and information relating to the marketing, promotion, distribution and support of the Products.

Copyright. All title and copyrights in and to the Software (including but not limited to any images, photographs, animations, video, audio, music, text, and “applets” incorporated into the Software), the accompanying printed materials, and any copies of the Software are owned by CribMaster or its suppliers. The Software is protected by copyright laws and international treaty provisions. Therefore, Customer must treat the Software like any other copyrighted material except that Customer may install the Software, other than the Embedded Software, on a single computer or, should Customer purchase a mobile application, your mobile device, provided Customer keeps the original solely for backup purposes. Customer may copy the printed materials accompanying the Software for your internal use only.

Limited Warranty. CribMaster warrants, for Customer’s benefit alone, that the media on which the Software is embedded shall, for a period of 90 days from the date of commencement of this License Agreement (referred to as “Warranty Period”), be substantially free from defects in material and workmanship. CribMaster further warrants, for Customer’s benefit alone, that during the Warranty Period the Software shall operate substantially in accordance with the functional specifications in the user documentation. In the event Customer finds any Services or Deliverables provided hereunder to be nonconforming with the foregoing limited warranties, after having been notified thereof in writing by Customer, CribMaster shall promptly correct such Services or Deliverables to conform with such limited warranties. In the event that CribMaster is unable to correct such Services or Deliverables after three (3) attempts, CribMaster shall reimburse to Customer the payments made to CribMaster for such Services or Deliverables. If CribMaster is supplying third party hardware or software as part of the Services or Deliverables, CribMaster’s own warranty provided to Customer shall be limited to the warranty claims CribMaster itself has against such third party and such warranty shall be effected by assignment of these warranty claims to the Customer who hereby already accepts this assignment for this situation. Notwithstanding anything to the contrary in this License Agreement, and to the extent permitted by applicable law, CribMaster makes no independent warranties whatsoever with regards to third party hardware or software. Customer agrees that the forgoing constitutes Customer’s sole and exclusive remedy for breach of any warranties made under this License Agreement, to the extent permitted by applicable law. EXCEPT FOR THE WARRANTIES SET FORTH ABOVE AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE MEDIA AND THE SOFTWARE ARE LICENSED “AS IS” AND CRIBMASTER AND ITS SUPPLIERS DISCLAIM ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING (WITHOUT LIMITATION) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. THESE LIMITED WARRANTIES GIVE CUSTOMER SPECIFIC LEGAL RIGHTS, AND CUSTOMER MAY HAVE OTHER LEGAL RIGHTS WHICH MAY VARY FROM JURISDICTION TO JURISDICTION.

Limitation of Liability. Notwithstanding anything to the contrary in the (main body of the) Agreement, under no circumstances will CribMaster, its affiliates or its suppliers be liable to Customer or any other person for any loss of income, loss of actual or anticipated profits, loss of business, loss of contracts, loss of goodwill or reputation, loss of anticipated savings, loss of marketing commitments, loss of data, goodwill, use of money, or use of products, interruption in use or availability of data, stoppage of other work or impairment of other assets or any type of lucrum cessans or any consequential, indirect, special, punitive, or incidental damages, whether foreseeable or unforeseeable, based on claims in contract (including grave fault), tort or otherwise arising out of or in connection with this License Agreement. In no event shall the aggregate liability to Customer or any other person which CribMaster, its affiliates or its suppliers may incur, whether foreseeable or unforeseeable, based on claims in contract (including grave fault), tort or otherwise arising out of or in connection with this License Agreement, exceed, as applicable, the total license fees actually paid to CribMaster by Customer for the use of the Software under this License Agreement in the six (6) months prior to the event(s) giving rise to any claim for damages. Nothing in this License Agreement shall restrict or exclude Licensor’s liability for death or personal injury caused by CribMaster’s negligence or the negligence of its employees or sub-contractors or any other liability which may not be lawfully excluded or limited.

The parties confirm that the provisions on liability as set out in this Section are indivisibly connected to the agreed arrangement. Parties expressly acknowledge that without these provisions they would not have concluded this License Agreement with this pricing arrangements.

Trademark. “CribMaster” is a trademark of CribMaster. No rights, license, or interest of such trademarks is granted hereunder, and Customer agrees that no such rights, license, or interest shall be asserted by Customer with respect to such trademark.

Governing Law and Jurisdiction. All issues, questions and disputes concerning the validity, interpretation, enforcement, performance or termination of this License Agreement, and all matters of extra-contractual and/or tort liability, if any, arising out of or in relation with this License Agreement, shall be governed by and construed in accordance with Belgian law, without giving effect to any other choice-of-law or conflict-of-laws rules or provisions (Belgian, foreign or international) that would cause the laws of any jurisdiction other than Belgium to be applicable, and excluding the UN Convention on the International Sale of Goods (1980) (“Vienna Convention”) (if applicable). As far as necessary, parties also expressly exclude the application of the provisions of Title 3/1 of Book VI of the Belgian Economic Law Code.

If any dispute arises between the parties arising out of or in connection with this License Agreement and/or any contractual or non-contractual (including pre-contractual and extra-contractual) matters in connection with its conclusion, validity, interpretation, enforcement, performance and termination, the parties agree that a good faith attempt to resolve the dispute will be conducted by senior executives of each party with authority to reach agreement regarding the dispute. If no such meeting can be arranged 30 days of demand for such meeting, or the parties are unable to reach agreement within one (1) week after such meeting, the parties agree that will be submitted to the exclusive jurisdiction of the courts of Mechelen (Belgium). Optionally, CribMaster shall also have the right to bring any action at your principal business place of business or before other courts competent according to any national or foreign laws.

Cost of Litigation. If any action is brought by either party to this License Agreement against the other party regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition to any relief granted, reasonable attorney’s fees and expenses of litigation.

Severability. Should any term of the License Agreement be declared invalid, illegal or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof, subject, however, to the essential terms and conditions of this License Agreement for each party remaining valid, binding and enforceable. Moreover, in this case, the parties shall amend the invalid, illegal or unenforceable provision(s) or any part thereof and/or agree on a new provision which embodies as closely as possible the purpose of the invalid, illegal or unenforceable provision(s).

No Waiver. The failure of either party to enforce any right granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of further breaches.

EXHIBIT C

Hosting Services Terms and Conditions

These Terms and Conditions (the “Terms and Conditions”) shall govern any Hosting Services (as defined above) required by any of the Products and/or purchased under the Agreement, to which these Terms and Conditions are attached and made a part thereof.

Definitions. Solely for the purposes of these Terms and Conditions, the terms below shall have the meaning ascribed to them below:

“Access Credentials” means any username, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device used, alone or in combination, to verify an individual’s identity and authorization to access and use the Hosting Services.

“Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the direct or indirect power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

“Authorized User” means Customer’s employees, consultants, contractors, and Customers (a) who are authorized by Customer to access and use the Hosting Services under the rights granted to Customer pursuant to these Terms and Conditions; and (b) for whom access to the Hosting Services has been purchased hereunder.

“CribMaster Materials” means the Hosting Services, Documentation and CribMaster Systems and any and all other information, data, documents, materials, works and other content, devices, methods, processes, hardware, software and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by CribMaster or any Subcontractor in connection with the Hosting Services or otherwise comprise or relate to the Hosting Services or CribMaster Systems. For the avoidance of doubt, the term “CribMaster Materials” includes Resultant Data and any information, data, or other content derived from CribMaster’s monitoring of Customer’s or end customers’ access to or use of the Hosting Services, but does not include Customer Data.

“CribMaster Personnel” means all individuals involved in the performance of Services as employees, agents, or independent contractors of CribMaster or any Subcontractor.

“CribMaster Systems” means the information technology infrastructure used by or on behalf of CribMaster in performing the Hosting Services, including all computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by CribMaster or through the use of third-party services.

“Customer Data” means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly from Customer or an Authorized User by or through the Services or that incorporates or is derived from the Processing of such information, data, or content by or through the Services. For the avoidance of doubt, Customer Data does not include Resultant Data or any other information reflecting the access or use of the Services by or on behalf of Customer or any Authorized User.

“Documentation” means any manuals, instructions, or other documents or materials that CribMaster provides or makes available to Customer in any form or medium and which describe the functionality, components, features, or requirements of the Services or CribMaster Materials, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof.

“Harmful Code” means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data Processed thereby; or (b) prevent Customer or any Authorized User from accessing or using the Hosting Services or CribMaster Systems as intended by these Terms and Conditions.

“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws and all similar or equivalent rights or forms of protection, in any part of the world.

“Losses” means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

“Permitted Use” means any use of the Hosting Services by an Authorized User for the purpose of storing Customer Data collected through the Customer’s, or its Authorized Users’, use of CribMaster software.

“Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.

“Process” means to take any action or perform any operation or set of operations that the Hosting Services are capable of taking or performing on any data, information, or other content. “Processing” and “Processed” have correlative meanings.

“Representatives” means, with respect to a party, that party’s and its Affiliates’ employees, officers, directors, consultants, agents, independent contractors, CribMaster’s, sublicensees, subcontractors and legal advisors.

“Resultant Data” means data and information related to Customer’s use of the Hosting Services that is collected, developed or used by CribMaster in an aggregate and anonymized manner, including without limitation to compile statistical and performance information related to the provision and operation of the Hosting Services.

“Security Incident” means any accidental or unauthorized access, acquisition, use, modification, disclosure, loss, destruction of, or damage to Customer Data, or any other unauthorized Processing of Customer Data.

“Special categories of personal data” means any special category of personal data, which may also be referred to as “sensitive personal information,” under applicable Data Protection Law, which may include, depending on applicable Data Protection Law, the following types of Personal Information: (i) social security number, taxpayer identification number, passport number, driver’s license number or other government-issued identification number; (ii) credit or debit card details or financial account number, with or without any code or password that would permit access to the account or credit history; or (iii) information on race, religion, ethnicity, sex life or practices or sexual orientation, medical or health information, genetic or biometric information, biometric templates, political or philosophical beliefs, political party or trade union membership, background check information or judicial data such as criminal records or information on other judicial or administrative proceedings.

“Hosting Services” means the data hosting services described in Exhibit C attached and incorporated herein.

“Service Level Failure” means a material failure of the Hosting Services to meet the Availability Requirement.

“Service Unavailability” means the Hosting Services are not available for access and use by Customer and its Authorized Users over the Internet and the unavailability is not due, in whole or in part, to any: (a) act or omission by Customer or any Authorized User that does not strictly comply with these Terms and Conditions; (b) Customer Failure (as defined below); (c) Customer’s or its Authorized User’s Internet connectivity; (d) Force Majeure Event; (e) failure, interruption, outage, or other problem with any software, hardware, system, network, facility, or other matter not supplied by CribMaster pursuant to these Terms and Conditions; (f) Scheduled Downtime; (g) disabling, suspension, or termination of the Hosting Services pursuant to Suspension or Termination of Services below; or (h) Harmful Code.

“Third-Party Materials” means materials and information, in any form or medium, including any software, documents, data, content, specifications, products, equipment, or components of or relating to the Hosting Services that are provided by CribMaster and are not proprietary to CribMaster

Services

Access and Use. Subject to and conditioned on Customer’s and its Authorized Users’ compliance with these Terms and Conditions, CribMaster hereby grants Customer and its Authorized Users a non-exclusive, non-transferable, non-sublicensable right to access and use the Hosting Services during the Term for the Permitted Use, solely for use by Customer or its Authorized Users in accordance with the terms and conditions herein and pursuant to validly issued Access Credentials. The total number of Authorized Users will not exceed the number set forth in the CribMaster Order Form for the Hosting Services, except as expressly agreed to in writing by the parties and subject to any appropriate adjustment of the Fees payable hereunder.

Documentation License. CribMaster hereby grants to Customer a non-exclusive, non-transferable license to use the Documentation during the Term solely for Customer’s or its Authorized Users’ internal business purposes in connection with its use of the Hosting Services.

Service and System Control. Except as otherwise expressly provided in these Terms and Conditions, as between the parties with respect to the Hosting Services:

CribMaster has and will retain sole control over the operation, provision, maintenance and management of the CribMaster Materials; and

Customer has and will retain sole control over the operation, maintenance and management of and all access to and use of, the Customer Systems (as defined below) and sole responsibility for all access to and use of the CribMaster Materials by any Person by or through the Customer Systems or any other means controlled by Customer or any Authorized User, including any: (i) information, instructions, or materials provided by any of them to the Hosting Services or CribMaster; (ii) results obtained from any use of the Hosting Services or CribMaster Materials; and (iii) conclusions, decisions, or actions based on such use.

Reservation of Rights. Except and only to the extent required for the Customer or any Authorized User to exercise its rights granted hereunder, nothing in these Terms and Conditions grants to Customer or any Authorized User any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Hosting Services, CribMaster Materials, or Third-Party Materials, whether expressly, by implication, or otherwise. All right, title and interest in and to the Hosting Services, the CribMaster Materials and the Third-Party Materials are and will remain with CribMaster and the respective rights holders in the Third-Party Materials.

Changes. CribMaster reserves the right, in its sole discretion, to make any changes to the Hosting Services and CribMaster Materials that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of CribMaster’s services to its customers; (ii) the competitive strength of or market for CribMaster’s services; or (iii) the Hosting Services’ cost efficiency or performance; or (b) to comply with applicable law. Without limiting the foregoing, either party may, at any time during the term, request in writing changes to the Hosting Services. No requested changes will be effective unless and until memorialized in a written change order signed by both parties. Notwithstanding any other provision in these Terms and Conditions, CribMaster shall not be liable for any Service Unavailability or disruption to the Hosting Services arising from a custom program or script written or provided by Customer or an Authorized User, regardless of whether such custom program or script is accepted and/or implemented by CribMaster.

Subcontractors. CribMaster may from time to time in its discretion engage third parties to perform Services that will have access to Personal Information (each, a “Subcontractor” or “Sub-processor”), subject to the following conditions: (a) CribMaster will maintain a list of the Subcontractors (see Schedule C where applicable) and will provide this list to Customer upon Customer’s request; (b) CribMaster will provide Customer prior notice of the addition of any Subcontractor to this list and the opportunity to object to such addition(s); and (c) if Customer makes such an objection on reasonable grounds and CribMaster is unable to modify the Hosting Services to prevent access to Personal Information by the additional Subcontractor, Customer will have the right to terminate the relevant Processing. CribMaster will, prior to engaging any Subcontractor, enter into an agreement with such third party that is at least as restrictive as and contains substantially similar data protection obligations as those set forth in these Terms and Conditions and in Schedule C where applicable. Without prejudice to the generality of the foregoing, CribMaster shall only appoint Sub-processors in accordance with applicable Data Protection Law and, where the GDPR is applicable, the specific requirements set forth under the data processing agreement provided under Schedule C.

Suspension or Termination of Services. CribMaster may, directly or indirectly, suspend, terminate, or otherwise deny Customer’s, any Authorized User’s, or any other Person’s access to or use of all or any part of the Hosting Services or CribMaster Materials with immediate effect, without prior intervention of a court or arbitral tribunal being required and without incurring any resulting obligation or liability, if: (a) CribMaster receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires CribMaster to do so; or (b) CribMaster believes, in its good faith and sole discretion, that: (i) Customer or any Authorized User has failed to comply with any term of these Terms and Conditions, or accessed or used the Hosting Services beyond the scope of the rights granted or for a purpose not authorized under these Terms and Conditions or in any manner that does not comply with any instruction or requirement of the specifications; (ii) Customer or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with any of the Hosting Services; (iii) these Terms and Conditions expire or are terminated; or (iv) suspension, termination, or any other denial of access is reasonably required to address Harmful Code. This Section Suspension or Termination of Services, does not limit any of CribMaster’s other rights or remedies, whether at law, in equity, or under the Agreement. If Customer or any Authorized User’s access to the Hosting Services is suspended under this Section 2.7 and later reinstated, CribMaster reserves the right to charge Customer a reconnection fee, in addition to the Fees.

Use Restrictions; Service Usage and Data Storage

Use Restrictions. Customer shall not and shall not permit any other Person to, access or use the Hosting Services or CribMaster Materials except for the Permitted Use and as expressly permitted by these Terms and Conditions and, in the case of Third-Party Materials, the applicable third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, Customer shall not, except as these Terms and Conditions expressly permits:

exceed any bandwidth or storage space limitations for Customer’s account, if any, or attempt to circumvent or alter the processes or procedures to measure time, bandwidth, utilization, or other methods to document use of the Hosting Services;

rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Hosting Services or CribMaster Materials to any Person other than Authorized Users;

bypass or breach any security device or protection used by the Hosting Services or CribMaster Materials or access or use the Hosting Services or CribMaster Materials other than by an Authorized User through the use of his or her own then valid Access Credentials;

input, upload, transmit, or otherwise provide to or through the Hosting Services or CribMaster Systems, any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;

access or use the Hosting Services or CribMaster Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data of any other CribMaster customer), or that violates any applicable law; and

otherwise access or use the Hosting Services or CribMaster Materials beyond the scope of the authorization granted under these Terms and Conditions or in an unlawful or illegal manner.

Service Usage and Data Storage. Any Fees for designated levels of usage and data storage (each a “Service Allocation”) will be set forth in the applicable CribMaster Order Form, beginning with the Fees payable by Customer for the levels of usage and data storage in effect as of the Effective Date. CribMaster will notify Customer in writing if Customer has reached eighty (80) percent of its then current Service Allocation and Customer may increase its Service Allocation and corresponding Fee obligations in accordance with this Agreement and the applicable CribMaster Order Form. If Customer exceeds its Service Allocation for any relevant period, Customer shall also pay to CribMaster the applicable excess usage and storage Fees set forth in the applicable CribMaster Order Form. Customer acknowledges that exceeding its then-current Service Allocation may result in service degradation for Customer and other CribMaster customers and agrees that (i) CribMaster has no obligation to permit Customer to exceed its then-current Service Allocation and (ii) no denial of service by CribMaster as a result of Customer voluntarily or involuntarily exceeding its then-current Service Allocation shall be deemed to be an event of Service Unavailability.

Customer Obligations

Customer Systems and Cooperation. Customer shall at all times during the term: (a) set up, maintain and operate in good repair all Customer Systems on or through which the Hosting Services are accessed or used; and (b) provide all cooperation and assistance as CribMaster may reasonably request to enable CribMaster to exercise its rights and perform its obligations under and in connection with these Terms and Conditions.

Effect of Customer Failure or Delay. CribMaster is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer’s delay in performing, or failure to perform, any of its obligations under these Terms and Conditions (each, a “Customer Failure”).

Corrective Action and Notice. If Customer becomes aware of any actual or threatened activity prohibited by Use Restrictions above, Customer shall and shall cause its Authorized Users to, immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Hosting Services and CribMaster Materials); and (b) notify CribMaster of any such actual or threatened activity.

Notice. Customer will be responsible for: (i) providing any necessary notices to individuals with respect to the Processing by and transfer of Personal Information to CribMaster pursuant to these Terms and Conditions, and (ii) ensuring it may share Personal Information with CribMaster for the purposes described in these Terms and Conditions in accordance with applicable Data Protection Law.

Service Levels; Support

Service Levels. Subject to the terms and conditions of these Terms and Conditions, CribMaster will use commercially reasonable efforts to limit Customer’s Service Unavailability to less than ninety (90) consecutive minutes as measured over the course of each calendar month during the Term (each such calendar month, a “Service Period”) (the “Availability Requirement”).

Scheduled Downtime. CribMaster will use commercially reasonable efforts to: (a) schedule downtime for routine maintenance of the Hosting Services during hours which are intended to minimize the adverse impact of such downtime on CribMaster’s customers; and (b) give Customer at least thirty-six (36) hours prior notice of all scheduled outages of the Hosting Services (“Scheduled Downtime”).

Service Support. Subject to Customer’s satisfying its payment obligations under the Agreement, CribMaster shall provide reasonable technical support to Customer’s technical personnel by telephone or electronic mail weekdays (excluding localized public holidays) between the hours of 0830 – 1800 (CET) and 1800 – 0000 (diverted to United States) to resolve problems relating to the use and operation of the Products.

Data Backup. The CribMaster Systems are programmed to perform routine data backups consistent with CribMaster’s Hosting Services Backup Strategy document, which is available upon the Customer’s request. Customer may request its then most current back-ups of Customer Data from CribMaster, which CribMaster shall provide to Customer at Customer’s expense. In the event of any loss, destruction, damage, or corruption of Customer Data caused by the CribMaster Systems or Services, CribMaster will, as its sole obligation and liability and as Customer’s sole remedy, use commercially reasonable efforts to restore the Customer Data from CribMaster’s then most current backup of such Customer Data. EXCEPT AS SET FORTH HEREIN AND TO THE EXTENT PERMITTED UNDER APPLICABLE LAW CRIBMASTER HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF CUSTOMER DATA.

Privacy & Data Protection

To the extent that CribMaster obtains Personal Information from Customers and/or Authorized users through the Hosting Services, CribMaster agrees to the following:

Use. CribMaster will Process Personal Information on behalf of Customer to deliver Services in accordance with these Terms and Conditions or other documented instructions of Customer, whether in written or electronic form, or as otherwise required by applicable law. The scope, classification, purposes and details of Processing are described in the Description of Transfer attached hereto as Schedule B. To the extent required under applicable Data Protection Laws, CribMaster and Customer will enter into a separate data processing agreement conforming to applicable Data Protection Laws requirements (as an example, Article 28 GDPR as applicable) and this data processing agreement (in the form attached as Schedule C as applicable) will supersede any provisions to the contrary herein.

Confidentiality. Without prejudice to the more specific requirements of the data processing agreement attached as Schedule C where applicable, CribMaster will hold Personal Information in strict confidence and impose confidentiality obligations on CribMaster personnel who will be provided access to, or will otherwise Process, Personal Information, including requiring personnel to protect all Personal Information.

Information Security Program. Without prejudice to the more specific requirements of the data processing agreement attached as Schedule C where applicable, CribMaster will maintain a written information security program that contains appropriate administrative, technical, and physical safeguards to protect Personal Information against anticipated threats or hazards to its security, confidentiality or integrity.

Cross-Border Transfers. In connection with the performance of these Terms and Conditions, CribMaster may transfer Personal Information to various locations. CribMaster will protect Personal Information in accordance with these Terms and Conditions and Schedule C where applicable regardless of the jurisdiction in which it is located. If required by applicable law, the parties will enter into EU Standard Contractual Clauses (Controller to Processor) or other similar agreements for the lawful transfer of Personal Information cross border.

Requests or Complaints from Individuals. CribMaster will promptly notify Customer, unless specifically prohibited by laws applicable to CribMaster, if CribMaster receives: (i) any requests from an individual with respect to Personal Information Processed, including but not limited to opt-out requests, requests for access and/or rectification, erasure, restriction, requests for data portability, and all similar requests; or (ii) any complaint relating to the Processing of Personal Information, including allegations that the Processing infringes on an individual’s rights. CribMaster will not respond directly to any such request or complaint, but will cooperate with Customer with respect to any action taken relating to such request or complaint, and will seek to implement appropriate processes (including technical and organizational measures) to assist Customer in responding to requests or complaints from individuals. Customer is responsible for ensuring the accuracy of any Personal Information provided to CribMaster. This is without prejudice to the more specific requirements of the data processing agreement attached as Schedule C where applicable.

Regulatory Requests. At Customer’s request, CribMaster will assist Customer in the event of an investigation by a competent regulator, including a data protection regulator or similar authority, if and to the extent that such investigation relates to the Processing of Personal Information by CribMaster on behalf of Customer in accordance with these Terms and Conditions. CribMaster reserves the right to charge a reasonable fee to Customer for such requested assistance, to the extent permitted by applicable law. This is without prejudice to the more specific requirements of the data processing agreement attached as Schedule C where applicable.

Unauthorized Access. CribMaster will take appropriate actions to address incidents of unauthorized access to Personal Information, including notifying Customer as soon as possible following any such incident. In the event of an incident of unauthorized access, CribMaster will allow Customer to determine whether any reports are required to be made or notices given (to public officials, data subjects, or any other person) and CribMaster will assist Customer with filing any such reports and giving any such notices. This is without prejudice to the more specific requirements of the data processing agreement attached as Schedule C where applicable.

Audit. CribMaster will provide to Customer, its authorized representatives, and such independent inspection body as Customer may appoint, on reasonable notice: a copy of our most recent independent audit . Audits are the expense of the Customer. This is without prejudice to the more specific requirements of the data processing agreement attached as Schedule C where applicable.

Return or Disposal. Upon termination or expiration of the Hosting Services for any reason or upon Customer’s request and expense, CribMaster will, return or destroy Personal Information, except as otherwise required by law applicable to CribMaster. This is without prejudice to the more specific requirements of the data processing agreement attached as Schedule C where applicable.

Security; Use of Customer Data

CribMaster Systems and Security Obligations; Use of Customer Data. Without prejudice to the more specific requirements of the data processing agreement attached as Schedule C where applicable, CribMaster will employ reasonable security measures in accordance with standard industry practice. This may include troubleshooting to prevent, find and fix problems with the operation of the Hosting Services. CribMaster will not use Customer Data or derive information from it for any advertising or other commercial purposes without Customer’s consent. CribMaster may use Resultant Data to improve the Hosting Services, or for any other lawful purpose.

Security Incident Procedures

Discovery by CribMaster. Without prejudice to the above provisions relating to Unauthorized Access, in the event CribMaster confirms a Security Incident caused by CribMaster, CribMaster shall notify Customer within forty-eight (48) hours and shall, subject to applicable laws, regulations, or a governmental request, provide Customer with details of the Security Incident, to the extent available, including any information relating to the cause of the Security Incident. In the event of a Security Incident, CribMaster and Customer shall cooperate in good faith to resolve any privacy or data security issues involving Customer Data and to make any notifications to individuals affected by the Security Incident as required by law and equally share the cost of the same. If the Security Incident resulted from the negligence or malicious activity of Customer, any legally required notifications and actions shall be made at Customer’s expense. This is without prejudice to the more specific requirements of the data processing agreement attached as Schedule C where applicable.

Discovery by Customer. In the event Customer becomes aware of a Security Incident related to the Hosting Services, Customer shall, in the most expedient time possible under the circumstances, notify CribMaster of the Security Incident and shall, subject to applicable laws, regulations, or a governmental request, provide CribMaster with details to the extent available about the Security Incident, including information related to the cause of the Security Incident. In the event of a Security Incident, Customer and CribMaster shall cooperate in good faith to resolve any privacy or data security issues involving Customer Data and to make any notifications to individuals affected by the Security Incident as required by law. If the Security Incident resulted from the negligence of Customer, any legally required notifications and actions shall be made at Customer’s expense.

Customer Control and Responsibility. Customer has and will retain sole responsibility for: (a) all Customer Data, including its content and use; (b) all information, instructions and materials provided by or on behalf of Customer or any Authorized User in connection with the Hosting Services; (c) Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) and networks, whether operated directly by Customer or through the use of third-party services (“Customer Systems”); (d) the use of Customer’s and its Authorized Users’ Access Credentials (e) all access to and use of the Hosting Services and CribMaster Materials directly or indirectly by or through the Customer Systems or its or its Authorized Users’ Access Credentials, with or without Customer’s knowledge or consent; and (f) all results obtained from and all conclusions, decisions and actions based on access or use of the Hosting Services and CribMaster Materials.

Access and Security. Customer shall employ physical, administrative and technical controls, screening and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the Hosting Services; and (b) control the content and use of Customer Data, including the uploading or other provision of Customer Data for Processing by the Hosting Services. This is without prejudice to the more specific requirements of the data processing agreement attached as Schedule C where applicable.

Prohibited Data. Customer acknowledges that the Hosting Services are not designed with security and access management for Processing the following categories of information: (a) Sensitive Personal Information; (b) data that is classified and or used on the U.S. Munitions list, including software and technical data; (c) articles, services, and related technical data designated as defense articles or defense services; and (d) ITAR (International Traffic in Arms Regulations) related data; (e) or any other data the handling and/or storage of which is restricted pursuant to applicable law (each of the foregoing, “Prohibited Data”). Customer shall not, and shall not permit any Authorized User or other Person to, provide any Prohibited Data to, or Process any Prohibited Data through, the Hosting Services, the CribMaster Systems, or any CribMaster Personnel. Customer is solely responsible for reviewing all Customer Data and shall ensure that no Customer Data constitutes or contains any Prohibited Data.

Use of Information of customer representatives. Customer acknowledges that CribMaster will use information relating to customer representatives for its administrative purposes, such as administering these Terms and Conditions, billing, product updates and other similar uses as further detailed in CribMaster’s Privacy Policy (https://www.stanleyblackanddecker.com/privacy-policy).

Fees and Payment

Fees. Customer shall pay CribMaster the fees set forth in the applicable CribMaster Order Form (“Fees”) in accordance with this Section 9 (Fees and Payments).

Payment. Customer shall pay all undisputed Fees within forty-five (45) days after the date of the invoice therefor. Customer shall make all payments hereunder in Euros, Pounds or U.S. dollars by the payment methods set forth in the invoice.

Late Payment. If Customer fails to make any payment when due then, in addition to all other remedies that may be available:

Non-payment, when due, of a single invoice shall render the outstanding balances on all the other invoices recoverable immediately, even those that have not fallen due yet. Interest on late payments shall accrue daily at three times the European legal interest rate, but in no event to exceed the highest lawful rate of interest, calculated from the date the invoice amount was due until the date payment is received by CribMaster.

Customer shall reimburse CribMaster for all reasonable costs incurred by CribMaster in collecting any late payments or interest, including attorneys’ fees, court costs and collection agency fees; and

if such failure continues for thirty (30) days following written notice thereof, CribMaster may suspend performance of the Hosting Services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Customer or any other Person by reason of such suspension.

No Deductions or Setoffs. All amounts payable to CribMaster under these Terms and Conditions shall be paid by Customer to CribMaster in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason or any deduction or withholding of tax as may be required by applicable law.

Fee Increases. CribMaster may increase Fees for valid reasons (including, but not limited to, to account for an increase in raw material, supply chain and/or labor costs), by providing written notice to Customer at least thirty (30) calendar days prior to the date the Fees are to increase, at which time the applicable CribMaster Order Form shall be deemed amended accordingly.

Reimbursable Expenses. Customer shall reimburse CribMaster for out-of-pocket expenses incurred by CribMaster in connection with performing the Hosting Services as set forth in the applicable CribMaster Order Form (“Reimbursable Expenses”).

Term and Termination. The Hosting Services will be provided during the term as set out in CribMaster Order Form. Each party may terminate the Hosting Services immediately upon the other party's material breach of any term of this Agreement, without prior intervention of a court or arbitral tribunal being required by providing such other party with thirty (30) days’ written notice of such termination, including the nature of the breach upon which such notice is based, and such other party fails to cure such breach within such thirty (30) day notice period. For the avoidance of doubt, parties expressly acknowledge and agree that the termination of the Hosting Services (for any reason whatsoever) will not affect the other terms and conditions of the CribMaster Order Form (including this Agreement) that do not relate to the Hosting Services, which will therefore remain in full force and effect unless and until terminated in accordance with the provisions of the main body of the Agreement.

Effect of Termination or Expiration. Upon termination or expiration of the Hosting Services, Customer agrees to return to CribMaster Materials and all copies and portions thereof.

Customer Purchase Terms and Conditions for EMEA

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