Terms and Conditions of Sale

TERMS AND CONDITIONS OF SALE

These Fike Corporation Terms and Conditions of Sale (“Terms and Conditions”) are effective October 20, 2025 (the “Terms and Conditions Effective Date”), and supersede all prior versions covering the sale of products and related services (collectively, “Products”) by Fike Corporation and its affiliates as follows: (collectively, “Fike”, “we”, “us”, or “our”). References to “Buyer”, “you”, or “your” all pertain to the purchaser of Products. These Terms and Conditions, together with any separate agreement you may have with Fike that specifically references these Terms and Conditions (collectively, the “Agreement”) set forth the entire agreement between the parties relating to your purchase of Fike Products. This Agreement may only be modified by an authorized representative of each party in a signed writing.

• Fike Europe BV
• Fike Middle East and North Africa FZE
• Fike Canada, Inc.
• Fike India Private Limited
• Fike Japan Gōdō Kaisha
• Fike Safety Technology Ltd
• Fike International Sdn. Bhd.
• Fike Asia Pacific Sdn. Bhd.
• Fike Protection Systems Limited
• Fike Video Analytics Corporation
• Fike IC-DISC Corporation
• Fike Services, LLC
• Keller Fire & Safety, Inc.
• Intelligent Technologies and Services, Inc.
• Superior Electric, Inc.
• Suppression Systems, Inc.
• Energy Technology, Inc.
• Prestige Worldwide Development, LLC

ORDERS:

Orders (including any revised and follow-on orders) (each, an “Order”) for Fike Products are non-cancelable except as expressly set forth herein and will be governed by the terms of this Agreement. Every Order must include:

• Order number;
• Buyer’s legal name and address;
• Addresses for shipping and invoicing, if different;
• List of Products and quantities for each different type of Product;
• Price per Product (in the relevant currency); and
• Buyer’s approved payment terms.

All Orders are subject to acceptance or rejection by Fike. Fike’s acknowledgment of receipt of an order shall not constitute acceptance of such order, and an Order is deemed to be accepted upon the earlier of (i) Fike’s written acceptance or (ii) shipment of the Products specified in the Order. Bulk Sales Orders of Fike Blue™, gases, liquids, or suppression agents purchased separately and not as components of Fike suppression equipment shall be sold strictly according to the Bulk Sale Terms outlined in Appendix 1, attached and incorporated herein.

Fike’s sale of Products is expressly limited to the terms herein, save any changes that the parties explicitly agree to in any separate written agreement signed by the parties’ authorized representatives. Any conflicting, additional, and/or different terms or conditions on Buyer’s Order or any other instrument, agreement, or understanding are deemed to be material alterations and are rejected and not binding upon Fike. Fike’s acceptance of Buyer’s Order is expressly conditioned upon Buyer’s assent to the terms and conditions contained herein in their entirety. Buyer’s acceptance of delivery from Fike constitutes Buyer’s acceptance of these terms and conditions in their entirety. A valid Order number is required before processing; any Order received without one will be returned to the Buyer.

SOFTWARE PRODUCTS:

All software Products delivered by Fike to Buyer, including, without limitation, SaaS and PaaS licenses or Products that have embedded software (collectively, “Software”) are not sold and are subject to separate software license terms provided by Fike with such Software. Absent a separate written agreement with Fike, in no event shall Buyer have any right to (or authorize or allow any third party to) distribute, sell, lend, rent, transfer, or convey the Software; grant any sublicense, lease, or other rights in the Software; decompile, disassemble, reverse engineer, or otherwise attempt to reconstruct, identify, or discover any source code, underlying user interface architecture or techniques, or algorithms of the Software by any means; or take any action that would cause the Software or any portion of it to be placed in the public domain. In the event of a conflict between this Agreement and the terms of any Software license terms provided upon download or purchase, the relevant license terms shall control solely with respect to Software.

PRICING

ECONOMIC SURCHARGES

Fike may, from time-to-time and in its sole discretion, issue surcharges on new and existing Orders in order to mitigate and/or recover increased operating costs arising out of or related to, without limitation: (a) foreign currency exchange variation, (b) increased cost of third-party content, labor and materials, (c) impact of government tariffs or other actions, and (d) any conditions that increase Fike’s costs, including without limitation increased labor, freight, material or supply costs, or increased costs due to inflation (collectively, “Surcharges”). Such Surcharges will not be considered a “price increase” as contemplated hereunder and will be effective upon notice to Buyer. For avoidance of doubt, Orders placed prior to the Terms and Conditions Effective Date which have not been delivered, including those on backlog or which requested delivery more than twelve (12) months from the date of Order, are subject to Surcharges.

Fike will invoice Buyer, and Buyer agrees to pay for any Surcharges pursuant to the standard payment terms in this Agreement. If a dispute arises with respect to Surcharges and that dispute remains open for more than fifteen (15) days, Fike may, in its sole discretion, withhold performance or future shipments, or combine any other rights and remedies under this Agreement or permitted by law, until the dispute is resolved. The terms of this Section shall prevail in the event of inconsistency with any other terms in this Agreement. Any Surcharges, as well as the timing, effectiveness, and method of determination thereof, will be separate from and in addition to any changes to pricing that are affected by any other provisions in this Agreement.

ORDER MODIFICATIONS

Buyer may request add-ons or changes to quantities in an Order within 24 hours of Order placement (or later in Fike’s sole discretion), provided that the Order is open and not in a shipping status or closed, and subject in full to (i) Fike’s right to accept or reject such request in its sole discretion, and (ii) any price or schedule modification that may be required by the change request, as determined by Fike in its sole discretion.

MINIMUM ORDER QUANTITIES

Depending on Buyer’s local region and the Products being purchased, Fike may impose a minimum order value, processing fees and shipping charges for custom Orders or Orders below the imposed thresholds. Fike may also charge processing fees for orders placed manually and not through its ecommerce website.

DELIVERY

Delivery Liability

Delivery and shipment dates for Products are estimates only. Deliveries may be made in partial shipments. Fike will not be liable to Buyer or any third party for any damages or penalties whatsoever, whether direct, indirect, special or consequential (including, without limitation, liquidated damages in your contracts with your Customers), resulting from Fike’s failure to perform or its delay in performing, unless otherwise agreed in a signed writing by an authorized representative. Notwithstanding the foregoing, if Fike delivers a quantity of Product in excess of the quantity ordered by Buyer, or a type of product different than that ordered by Buyer, Buyer may return such excess or different Product to Fike within 60 days after invoice at Fike's cost for a full refund. Additionally, Fike shall bear the cost of redirecting shipments made to a location other than that set forth in the Order if caused solely by Fike’s error. Buyer is liable for any delays or increased costs incurred by Fike caused by Buyer’s acts or omissions, including, without limitation, all costs Fike incurs for redirecting shipments due to any incorrect information or address you or your representatives provide.

Delivery Charges

Delivery terms for Products (excluding software and services) are (i) FCA (FCA Incoterms 2020) Fike’s point of shipment (“Fike Dock”) for all international shipments and (ii) Ex-Works Fike Dock for all domestic shipments.

Early Delivery & Future Delivery Fike will schedule delivery in accordance with its standard lead times unless the Order states a later delivery date or the parties otherwise agree in writing. Orders will be accepted with a future ship date of up to twelve (12) months from the date of order entry, unless otherwise agreed to by the parties. Fike reserves the right to ship orders earlier than scheduled delivery dates. Early shipments will be processed using the same method and carrier identified in the Order. Without imposing any liability on Fike in respect of any delays of for nonperformance, if Buyer requests a delivery date for an Order within standard lead times that Fike accepts, Fike shall be entitled to assess an expedited freight fee on such Order. If Buyer does not accept delivery of shipment at any time, Fike reserves the right to store the product pending delivery, and Buyer shall be responsible for all costs associated with storage, insurance, re-delivery and associated logistics.

OFFERING CHANGES & DISCONTINUANCE

Except as expressly set forth in this Agreement, Fike has a policy of product improvement and reserves the right to change or discontinue, or charge additional Fees for new or improved features of functionality of, any Offering at any time without liability. Fike may, at its sole discretion, also make such changes to Offerings previously delivered to Buyer, including changes in the design, without obligation to make equivalent changes to any Offerings previously supplied to Buyer. Where Offerings have been discontinued, Buyer should consult Fike regarding availability of replacement parts, repairs, and associated charges. Fike will have no liability for discontinued Offerings. As used in these Terms and Conditions, “Offering(s)” are the software, software-as-a-service, hardware, products, services, deliverables, support services and/ or other offering(s) or related materials or rights for which Buyer has contracted and are identified in any Purchase Order issued under this Agreement.

CANCELLATIONS

Notwithstanding anything to the contrary in this Agreement, and to the extent permitted by law, if Buyer cancels an Order or any portion thereof, it will owe a cancellation fee equal to the full amount owed under the Order for special or custom order products (including without limitation, make-to-order parts), services, software or a project, or any portion thereof. All other cancelled Orders are subject to a minimum cancellation fee of thirty percent (30%) of the amount owed under the Order. Fike may cancel Orders at any time prior to shipment. If cancellation fees and costs are not paid in full by Buyer, or if Fike has already begun production of any portion of the Order (other than products that are not custom), Fike may elect to ship the Order and invoice Buyer for the full amount owed under the Order in lieu of assessing the cancellation fee. Without limiting the generality of the foregoing, Buyer acknowledges and agrees that Fike’s salvage, storage or resale of Product might be impossible or impracticable and that if Buyer is responsible for transportation (or arranging for transportation) of product(s) and fails to do so by the agreed pick-up date, Fike may, at Buyer’s cost and without modifying or affecting the title, risk of loss, and delivery terms under this Agreement, secure transportation to deliver the product to Buyer’s location or secure reasonable storage facilities to warehouse the Product(s).

PAYMENT

Unless Buyer has been approved for credit terms by Fike, payment for all Orders will be made at the time of order placement. In the event Buyer has been approved for credit terms, payment is due no later than thirty (30) calendar days from the date of the invoice, unless a shorter time period is specified on the invoice or otherwise communicated to Buyer in writing. Fike will determine in its sole discretion if Buyer qualifies for credit terms. If credit terms are granted, Fike may change Buyer’s credit terms at any time in its sole discretion and may, without notice to Buyer, modify or withdraw credit terms for any Order, including open Orders. Fike may, at its sole discretion require additional security (e.g., bank guarantee, standby letter of credit, corporate guarantee, etc.) for a Buyer with no established credit terms and will be determined by Fike on a case-by-case basis.

Partial shipments will be invoiced as they are shipped. Fike is not required to provide a hard copy of the invoice and may submit invoices electronically. Payments must be made in U.S. Dollars, unless agreed otherwise in writing, and must be accompanied by remittance detail containing, at a minimum, the invoice number and amount paid per invoice.

Payments must be in accordance with the “Remit To” or “Pay To” field on each invoice. If Buyer makes any “unapplied payment” and fails to reply to Fike’s request for instruction on allocation within seven (7) calendar days, Fike may set off such unapplied cash amount against any Buyer past-due invoice(s) in its sole discretion. An “unapplied payment” shall mean payment(s) received from Buyer without adequate remittance detail to determine to which invoice the payment(s) shall be applied.

1. Disputes as to invoices must be accompanied by detailed supporting information and are deemed waived fifteen (15) calendar days following the invoice date. Fike reserves the right to correct any inaccurate invoices. Any corrected invoice or invalid dispute must be paid by the original invoice payment due date or the issuance date of the corrected invoice, whichever is later. Buyer must pay the undisputed amount of the invoice within the original invoice payment due date.
2. Unless agreed otherwise in writing by Fike, where Fike allows Buyer to pay by credit card, an amount not to exceed five thousand dollars ($5,000 USD) and accepts Visa, Mastercard, Discover and American Express cards in the United States and only Visa and Mastercard outside of the United States; provided, however, that Buyer’s credit card must be charged on the same day that Fike invoices Buyer. If Buyer is paying by credit card, it acknowledges and agrees:
   • Payment for every Order is due at the time of shipment of any Products or upfront for prior to Fike providing any subscription Products;
   • Buyer may not split Orders between multiple credit cards; Buyer is obligated to provide a valid credit card which has sufficient credit to be charged for any Order being placed.

In the event there is credit due back to you in connection with any order paid by credit card, the credit will be posted to your account only. No credit will be issued back to the credit card. Pre-payment or prompt payment discounts are not applied to orders paid by credit card. Credit card payments will be accepted when applied to the entire amount due on an order; partial payment of orders by credit card will not be processed. Payments by credit card have at least a seven (7) day authorization period, meaning that after order is cancelled, the payment will remain pending on the credit card account for the authorization period. Contact your credit card provider for details of your authorization period. If your credit card has to be reauthorized for any reason after an order is submitted, you will be charged additional fees. Only United States credit cards are accepted.

1. If Buyer is delinquent in its payment obligations to Fike for any undisputed amount, Fike may, at Fike’s sole option and until all delinquent amounts and late charges, if any, are paid:
   • be relieved of its obligations with respect to guarantees, including without limitation, turnaround times, spares support and lead-times;
   • refuse to process any credit to which Buyer may be entitled;
   • set off any credit or sum owed by Fike to Buyer against any undisputed amount owed by Buyer to Fike including but not limited to amounts owed under any contract or Order between the Parties;
   • withhold performance, including, without limitation, suspending all work, the prior grant of any license rights and future shipments to Buyer;declare Buyer’s performance in breach and terminate any Order;
   • repossess products, reports, technical information or any other items delivered pursuant to this Agreement for which payment has not been made;
   • deliver future shipments on a cash-with-order or cash-in-advance basis;
   • assess late charges on delinquent amounts at a rate of 1.5% per month or the maximum rate permitted by law, if lower, for each month or part thereof;
   • charge storage or inventory carrying fees on Products, parts, or raw material;
   • recover all costs of collection including, without limitation, reasonable attorneys’ fees;
   • if Buyer is delinquent on a payment schedule, accelerate all remaining payments and declare the total outstanding balance then due and owing;
   • require Buyer provide Fike with financial statements or other business records, a payment improvement plan on terms and conditions satisfactory to Fike, as signed and assured by Buyer’s senior finance officer that may include, but not limit to additional security (e.g., bank guarantee, standby letter of credit, corporate guarantee, etc.); or
   • combine any of the above rights and remedies as may be permitted by applicable law.

ASSIGNMENT OF RECEIVABLES

Fike may assign its rights relating to payment for sales made under this Agreement without Buyer’s consent and notwithstanding any confidentiality obligations and may provide any purchaser of any such rights information and documents reasonably related to such sales, provided such purchaser has a confidentiality agreement in place with Fike that precludes disclosure of any Buyer confidential information to any third party without Buyer’s consent.

SET OFF

Neither Buyer nor its affiliated entities (nor any representative or agent thereof) shall attempt to set off or recoup any invoiced amounts or any portion thereof against other amounts that are due or may become due from Fike, its parent, affiliates, subsidiaries or other legal entities, business divisions, or units.

TAXES & DUTIES

Fike’s pricing excludes all taxes (including but not limited to sales, use, excise, value added, and other similar taxes or fees imposed on the sale or transfer of goods or provision of services under this agreement), tariffs and duties (including, but not limited to, amounts imposed upon the Product(s) or bill of material thereof under any Trade Act, including, but not limited to, the Trade Expansion Act, section 232 and the Trade Act of 1974, section 301) and charges (collectively “Taxes”). Buyer will pay all Taxes resulting from this Agreement or Fike’s performance under this Agreement, whether imposed, levied, collected, withheld, or assessed now or later. If Fike is required to impose, levy, collect, withhold, or assess any Taxes on any transaction under this Agreement, then in addition to the purchase price, Fike will invoice Buyer for such Taxes unless, at the time of Order placement, Buyer furnishes Fike with a valid exemption certificate or other documentation sufficient to verify exemption from the Taxes, including, but not limited to, a direct pay permit. If any Taxes are required to be withheld from amounts paid or payable to Fike under this Agreement, (i) the amount due to Fike will be increased so that the amount Fike receives, net of the Taxes withheld, equals the amount Fike would have received had no Taxes been required to be withheld, (ii) Buyer will withhold the required amount of Taxes and pay such Taxes on behalf of Fike to the relevant taxing authority in accordance with applicable law, and (iii) Buyer will forward proof of such withholding sufficient to establish the withholding amount and recipient to Fike within sixty (60) days of payment. In no event will Fike be liable for Taxes paid or payable by Buyer. This Section will survive expiration or termination of this Agreement.

LIMITED WARRANTY

BUYER’S EXCLUSIVE REMEDIES AND FIKE’S SOLE LIABILITY AS TO ANY WARRANTY CLAIM ON ANY PRODUCT SOLD IN CONNECTION WITH THIS AGREEMENT IS AS SET FORTH IN THIS SECTION. SUCH REMEDIES ARE IN LIEU OF ANY OTHER LIABILITY OR OBLIGATION OF FIKE, INCLUDING WITHOUT LIMITATION ANY LIABILITY OR OBLIGATION FOR DAMAGE, LOSS, OR INJURY (WHETHER DIRECT, INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL) ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE, OR PERFORMANCE OF THE PRODUCTS. CREDIT, REPAIR, OR REPLACEMENT (AT FIKE’S OPTION) IS THE SOLE REMEDY PROVIDED HEREUNDER. NO EXTENSION OF THIS WARRANTY WILL BE BINDING UPON FIKE UNLESS SET FORTH IN WRITING AND SIGNED BY A FIKE AUTHORIZED REPRESENTATIVE. ALL THIRD PARTY PRODUCTS SOLD BY FIKE ARE SUBJECT TO THE WARRANTY PROVIDED BY THE MANUFACTURER AND ARE NOT COVERED BY THIS LIMITED WARRANTY.

1. Product Warranty Terms. Subject to compliance with this Section, Fike warrants that the Products (excluding Software) will be free from defects in workmanship and materials for the relevant period of time published by Fike on the relevant Product website or in a separate agreement between Fike and Buyer (the “Warranty Period”). This limited warranty does not cover defects caused by normal wear and tear or maintenance. Fike’s sole liability and Buyer’s exclusive remedy, which shall be determined in Fike’s sole discretion, is limited to replacement or repair of the relevant Product(s) or a credit for the purchase price of the relevant Product, less depreciation. The Warranty Period does not restart for replacement Products, and any replacement Products will only be warranted for the remainder of the original Warranty Period, if any.
2. Services Warranty. Services shall be performed in a professional and workmanlike manner warranted for ninety (90) days from the date services are performed (the “Service Warranty Period”). Fike’s obligation and Buyer’s sole remedy under this warranty is that Fike will correct or re-perform defective services or refund fees paid for the services, at Fike’s sole election, if Buyer notifies Fike in writing of defective services within the Service Warranty Period. All services reperformed are warranted for the remainder of the original Service Warranty Period.
3. Services shall be performed in a professional and workmanlike manner warranted for ninety (90) days from the date services are performed (the “Service Warranty Period”). Fike’s obligation and Buyer’s sole remedy under this warranty is that Fike will correct or re-perform defective services or refund fees paid for the services, at Fike’s sole election, if Buyer notifies Fike in writing of defective services within the Service Warranty Period. All services reperformed are warranted for the remainder of the original Service Warranty Period.
4. Extended Warranty G2 Rupture Discs. Solely for G2 Rupture Disc products manufactured by Fike that are expressly described or labeled as G2 Rupture Discs and specified in this Section 14, the term of warranty shall be as follows: (i) RD300 and RD320 products are warranted to be free from defects in material and workmanship for three (3) years from date of shipment; and (ii) RD500 and RD520 products are warranted to be free from defects in material and workmanship for five (5) years from date of shipment, when the aforementioned G2 rupture disc products and their respective component parts are properly installed and maintained under normal use and service and in accordance with the provided Fike installation and maintenance instructions, and have neither been tampered with nor modified during their respective warranty periods. Buyer acknowledges and agrees that this Section 14 only applies to G2 rupture disc products and does not provide Buyer with any additional rights or remedies vis-à-vis Seller with regard to the G2 rupture disc products beyond those stated in this Section 14. SELLER MAKES NO OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED AND EXCLUDES, AND DISCLAIMS ALL OTHER WARRANTIES INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Exclusive Remedy: Buyer’s sole and exclusive remedy during the aforementioned warranty periods, unless varied by written agreement with Seller, is that Seller will, at Seller’s option, repair or replace any defective part of the G2 rupture disc products manufactured by Seller, which is returned to Seller within ninety (90) days of discovery of the defect.
   1. Warranty Exclusions. THIS WARRANTY IS VOID WITH RESPECT TO ANY PRODUCT OR SERVICE THAT IS:

• Software;
• altered or repaired by anyone other than Fike’s authorized employees or agents;
• installed, used, serviced, or maintained in a manner that fails to conform with Fike’s documentation, technical or instruction bulletins, notifications of vulnerabilities or technical issues, or training for the Product documentation or training, as well as installing all recommended patches or updates to any applicable software or the Products;
• lost or damaged, tampered with, or destroyed due to (i) rough or negligent treatment of the Product (including, without limitation, damage during shipment back to Fike caused by improper packaging on return); (ii) an act of God (including, without limitation, lightning or related voltage surges); or (iii) any other cause not within Fike’s control, including, without limitation, Buyer’s failure (or that of its Customers) to apply required or recommended updates or patches to any Software or device in the Product’s network environment.
  1. Technical Advice Any recommendation or assistance provided by Fike concerning the use, design, application, or operation of a Product shall not be construed as representations or warranties of any kind, express or implied, and Buyer accepts such information at Buyer’s own risk and without any obligation or liability to Fike. It is the Buyer’s sole responsibility to determine the suitability of a Product for use in Buyer’s application(s). The failure by Fike to make recommendations or provide assistance shall not give rise to any liability for Fike.

Procedure for Warranty Claims

If, during the applicable Warranty Period, Buyer believes there is a defect in material or workmanship covered by the relevant Product warranty, Buyer must immediately discontinue use and notify Fike. Written authorization from Fike, including a Returned Material Authorization (“RMA”) number, must be obtained prior to returning any Product(s) to Fike for warranty assessment. Return shipments and insurance must be prepaid by Buyer, include the RMA number, and be appropriately packed. Upon receipt of any such Product during the applicable Warranty Period, Fike shall, at its expense, (i) examine the product to verify the alleged defect, (ii) in Fike’s sole discretion, credit Buyer or repair or replace any defective Product, including shipment of such replacement or repaired Product back to Buyer (at Fike’s expense). Fike will credit Buyer for its return shipping costs for any defective Products, but Buyer will be responsible for paying any customs or import duties payable upon receipt of any repaired or replacement Products and also paying Fike a standard testing charge for any Products not found to be defective.

WARRANTY DISCLAIMERS

1. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, ALL OFFERINGS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND AS TO DEFECTS OR FUNCTIONALITY. BUYER BEARS ALL RISK AS TO OFFERINGS, AND FIKE MAKES NO OTHER WARRANTIES IMPLIED OR ACTUAL REGARDING ANY OF ITS OFFERINGS AND DOCUMENTATION.
   1. THE EXPRESS WARRANTIES OF FIKE STATED HEREIN DO NOT APPLY TO PRODUCTS NOT MANUFACTURED BY FIKE, SOFTWARE, CONSUMABLE ITEMS (E.G., PAPER AND RIBBONS), SPARE PARTS, OR SERVICES. THE WARRANTIES, IF ANY, APPLICABLE TO ANY SOFTWARE OR SOFTWARE COMPONENT SHALL BE SOLELY AS STATED IN SUCH OTHER LICENSE AGREEMENT OR DOCUMENT. FIKE MAKES NO WARRANTIES THAT ANY SOFTWARE, INCLUDING EMBEDDED SOFTWARE, WILL OPERATE IN CONJUNCTION WITH ANY OTHER SOFTWARE OR WITH ANY EQUIPMENT OTHER THAN THE PRODUCTS PURCHASED FROM FIKE HEREUNDER (TO THE EXTENT SPECIFIED IN THE DOCUMENTATION). BUYER’S WARRANTY SHALL BE VOID IF BUYER USES COUNTERFEIT OR REPLACEMENT PARTS THAT ARE NEITHER MANUFACTURED NOR APPROVED FOR USE BY FIKE IN ITS MANUFACTURED PRODUCTS, IF BUYER USES ANY OFFERING IN CONTRAVENTION OF THE ACCEPTABLE USE TERMS OF THE AGREEMENT, OR IF THE PRODUCTS ARE NOT PROPERLY INSTALLED OR MAINTAINED (INCLUDING FOLLOWING ALL FIKE TRAINING,DOCUMENTATION, TECHNICAL INSTRUCTION BULLETINS, OR NOTIFICATIONS OF VULNERABILITIES OR TECHNICAL ISSUES, AS WELL AS INSTALLING ALL RECOMMENDED PATCHES OR UPDATES TO ANY APPLICABLE SOFTWARE OR THE PRODUCTS). BUYER ACKNOWLEDGES THAT FIKE HAS NO OBLIGATION TO PROVIDE ANY FORM OF CYBERSECURITY OR DATA PROTECTION RELATING TO THE OPERATION OF ANY PORTION OF THE OFFERING OR THE NETWORK ENVIRONMENT. BUYER FURTHER ACKNOWLEDGES THAT FIKE HAS NO OBLIGATION TO GUARANTEECONTINUED OPERATION AND FUNCTIONALITY OF THE OFFERING BEYOND ITS STATED WARRANTY PERIOD.
   2. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, FIKE MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER WRITTEN, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, NON-INFRINGEMENT AND SATISFACTORY QUALITY AND ANY AND ALL WARRANTIES REGARDING HAZARDOUS SUBSTANCES OR MOLD. NO EXTENSION OF THIS WARRANTY WILL BE BINDING UPON FIKE UNLESS SET FORTH IN WRITING AND SIGNED BY FIKE'S AUTHORIZED REPRESENTATIVE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AND EXCEPT FO ANY EXPRESS GUARANTEES SET FORTH ELSEWHERE IN THE AGREEMENT, FIKE MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE (A) AS TO THE FUNCTIONALITY OF, EFFICACY OF, OR THE RESULTS OR OUTCOMES THAT MAY BE PRODUCED BY, ANY EQUIPMENT, SOFTWARE OR WORK PROVIDED OR MADE AVAILABLE UNDER THE AGREEMENT; (B) THAT ANY SUCH EQUIPMENT, SOFTWARE OR WORK WILL PREVENT, MITIGATE OR PROVIDE ADEQUATE WARNING OF OR PROTECTION AGAINST ANY PERSONAL INJURY, PROPERTY LOSS, BUSINESS INTERRUPTION OR OTHER DAMAGE; OR (C) THAT THE OPERATION OF ANY SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.
   3. FIKE IS NOT RESPONSIBLE AND SHALL HAVE NO LIABILITY FOR ANY ISSUES, PROBLEMS, UNAVAILABILITY, DELAY OR SECURITY INCIDENTS ARISING FROM OR RELATED TO: (A) CYBERATTACK; (B) THE PUBLIC INTERNET AND COMMUNICATIONS NETWORK; (C) DATA, SOFTWARE, HARDWARE, SERVICES, TELECOMMUNICATIONS, INFRASTRUCTURE OR NETWORKING EQUIPMENT NOT PROVIDED BY FIKE, OR ACTS OR OMISSIONS OF THIRD PARTIES NOT UNDER FIKE’S CONTROL; (D) BUYER’S NEGLIGENCE, OR THE NEGLIGENCE OF ANY USER, OR THE FAILURE OF ANY BUYER OR USER TO FOLLOW PUBLISHED DOCUMENTATION; (E) MODIFICATIONS OR ALTERATIONS NOT MADE BY FIKE; (F) LOSS OR CORRUPTION OF DATA; (G) UNAUTHORIZED ACCESS VIA BUYER’S CREDENTIALS; OR (H) BUYER’S FAILURE TO USE COMMERCIALLY REASONABLE ADMINISTRATIVE, PHYSICAL AND TECHNICAL SAFEGUARDS TO PROTECT ITS SYSTEMS OR DATA OR FOLLOW INDUSTRY-STANDARD SECURITY PRACTICES.

TRAINING

To the extent Buyer purchases training from Fike with respect to any Products, cancellations without penalty are only permitted more than fifteen (15) days prior to the date of the training. Buyer would be eligible to receive a fifty percent (50%) credit for cancellations made between fifteen (15) and ten (10) days in advance of the training. Cancellations made by Buyer with ten (10) or fewer days prior to the scheduled training will not receive any credit and will result in Buyer forfeiting all enrollment fees. Extenuating circumstances will be considered on an individual basis.

INTELLECTUAL PROPERTY RIGHTS

Fike retains for itself (or, if applicable, its suppliers) all rights, title and ownership in and to all Products and accompanying documentation, including, without limitation, all rights in patents, copyrights, trademarks, and trade secrets related thereto. Buyer shall not attempt any sale, transfer, sublicense, reverse compilation, disassembly, or redistribution of Products (including Software Products) except as expressly permitted herein or by mandatory intellectual property laws.

OTHER INDEMNIFICATION

In addition to any other Buyer indemnification obligations in LIABILITY DISCLAIMER FOR BUYER SERVICES and COMPLIANCE WITH APPLICABLE LAW AND CODE OF BUSINESS CONDUCT of these Terms and Conditions, Buyer will indemnify, defend, and hold Fike and its related entities (including, without limitation, their respective directors, officers, employees, and representatives) (collectively, “Fike Indemnitees”) harmless against third-party allegations, claims, damages, settlements, penalties and costs, including without limitation attorneys’ fees (collectively, “Claims”) arising out of Buyer’s negligence or willful misconduct due to any act or omission under this Agreement or Buyer’s breach of its obligations under this Agreement. In connection with these indemnification obligations, Buyer agrees to the following “Indemnification Procedures”: (a) Buyer will be entitled to control the defense and Fike shall give prompt notice of any such claim; (b) at Buyer’s expense, Fike will reasonably cooperate in defense of the claim including, but not limited to, promptly furnishing Buyer with all relevant information within its possession or control; (c) Fike may participate in the defense at its own expense and through counsel of its choosing; and (d) Buyer may not enter into any settlement, assume any obligation, or make any concession without the prior written approval of Fike, which approval may not be unreasonably withheld, conditioned or delayed.

INTELLECTUAL PROPERTY INDEMNIFICATION Fike will defend Buyer, its Affiliates and subcontractors against any third-party suit alleging that Buyer’s use of the Offering (as provided by Fike) in accordance with this Agreement, directly infringes any United States third-party patent or copyright, and will pay for any final judgment awarded by a court of competent jurisdiction assessed against Buyer resulting from such suit; provided that Buyer promptly notifies Fike when it is apprised of the claim and provides complete authority, information, and assistance (at Fike’s expense) as to the defense and disposition via counsel of Fike’s choice. Fike will not be responsible for any compromise, settlement, attorneys’ fees, expenses, damages, or costs incurred by Buyer without Fike’s involvement and prior, written consent. Fike has no obligation or liability for claims arising out of the following: (a) Offerings made to Buyer’s designs, drawings, or specifications; (b) use of Offerings in any process or in any manner not supported by the applicable Documentation; (c) combination or use of any Offering with materials not furnished by Fike; (d) use of a version of any Software other than the current version; (e) data Buyer provides; (f) Buyer’s use of the outputs of the Offering; (g) any alteration, customization, or other modification of the Offering other than by Fike; or (h) damages based on a theory of liability other than infringement by the Offering. Further, Buyer agrees to defend, indemnify and hold the Fike Indemnitees harmless against any claim of infringement resulting from those circumstances set forth in subparagraphs (a)-(h) of this Section, as per the Indemnification Procedures of OTHER INDEMNIFICATION of these Terms and Conditions. If a claim of infringement is made for which Fike has indemnification obligations or if Fike believes that such a claim is likely, Fike may, at its sole option and expense, (i) procure for Buyer the right to continue using the Offering or obtain a license to a reasonable substitute; (ii) replace or modify the Offering so that it is non-infringing; or (iii) in the case of Products and Software, require Buyer to return the Product (and terminate Buyer’s license to the Software) in exchange for a credit of the purchase price or license fee, less reasonable depreciation and pro-ration of license fees for Software use. Further, Fike may cease shipping Products and Software it believes may be subject to a claim of infringement without being in breach of this Agreement. If the final judgment assessed against Buyer is based on the revenue generated from the use of the Offering, as opposed to from the sale of the Offering by Fike to Buyer (whether alone or in combination with any article or service not furnished by Fike), then Fike’s liability under this indemnity, exclusive of defense costs, shall be limited to a reasonable royalty based on the contract price paid by Buyer to Fike for the Offering that gave rise to the claim. This Section shall be subject to Fike’s rights under LIMITATION OF LIABILITY of these Terms and Conditions. THIS PROVISION STATES THE PARTIES’ ENTIRE LIABILITY, SOLE RECOURSE, AND THEIR EXCLUSIVE REMEDIES WITH RESPECT TO CLAIMS OF IP INFRINGEMENT. ALL OTHER WARRANTIES AGAINST INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, STATUTORY, EXPRESS, IMPLIED, OR OTHER, ARE HEREBY DISCLAIMED.

LIMITATION OF LIABILITY

IN NO EVENT SHALL FIKE BE LIABLE UNDER THIS AGREEMENT, REGARDLESS OF WHETHER LIABILITY ARISES FROM FIKE’S INDEMNIFICATION OBLIGATIONS HEREUNDER OR A BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OPERATION OF LAW, OR OTHERWISE, FOR ANY SPECIAL INCIDENTAL INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES DUE TO BUSINESS INTERRUPTION, LOST PROFITS OR REVENUE, LOSS OR CORRUPTION OF DATA, OR LOST USE OF ANY PROPERTY OR CAPITAL) EVEN IF FIKE HAS BEEN ADVISED OF OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES AND/OR CLAIMS. ALL PRODUCT AND SERVICE CLAIMS ARE LIMITED TO THOSE EXCLUSIVE REMEDIES SET FORTH IN LIMITED WARRANTY OF THESE TERMS AND CONDITIONS. FIKE SHALL HAVE NO LIABILITY FOR ANY DAMAGES OR INJURIES ARISING FROM SERVICES PROVIDED BY BUYER TO ITS CUSTOMERS, INCLUDING WITHOUT LIMITATION SERVICES PERFORMED BY BUYER ON FIKE PRODUCTS SOLD HEREUNDER. NOR SHALL FIKE BE LIABLE FOR ANY CLAIMS OF THIRD PARTIES RELATING TO THE PRODUCTS, SAVE THE INDEMNIFICATION OBLIGATIONS SET FORTH IN THIS AGREEMENT.FIKE’S AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT, THE PARTIES’ RELATIONSHIP, THE SALE OF PRODUCTS, AND ANY PROVISION OF SERVICES TO BUYER, SHALL NOT EXCEED THE LESSER OF THE AGGREGATE PURCHASE PRICE OF THE PRODUCTS OR SERVICES PAID BY BUYER TO FIKE FOR THE PRODUCTS OR SERVICES (i) GIVING RISE TO THE CLAIM OR (ii) PROCURED BY BUYER IN THE TWELVE (12) MONTHS PRIOR TO WHEN THE CLAIM AROSE. BUYER WILL NOT BRING A LEGAL OR EQUITABLE ACTION AGAINST FIKE MORE THAN ONE YEAR AFTER THE FIRST EVENT GIVING RISE TO A CAUSE OF ACTION, UNLESS A SHORTER LIMITATIONS PERIOD IS PROVIDED BY APPLICABLE LAW.

Buyer shall include a Limitation of Liability provision in any written contract it has with a customer to which it sells Fike products or its own services (each, a “Customer”). In the event Buyer does not have a written contract with a specific Customer, Buyer shall include a Limitation of Liability provision in the terms and conditions of sale provided to its Customers. For purposes of this Section, “Limitation of Liability provision” shall mean a limitation of liability provision that (a) is commercially reasonable under the circumstances and (b) includes both (1) an express disclaimer of exemplary, incidental, consequential, statutory, punitive, special, and indirect damages (including lost profits and lost revenues) by Buyer to the Customer, and (2) an aggregate cap on the liability of Buyer to the Customer not exceeding the cost of the Products or services purchased. The disclaimers, exclusions and limitations set forth herein shall apply even if the express warranties set forth in this Agreement fail of their essential purpose. The parties agree that Fike’s prices for the Offerings provided hereunder are provided in reliance on the disclaimers, exclusions, and limitations set forth herein, and that such disclaimers, exclusions, and limitations are an agreed allocation of risk that are foundational to the bargain between the parties.

LIABILITY DISCLAIMER FOR BUYER SERVICES

Buyer acknowledges that due to the unique nature and potential safety risks posed by certain Products Buyer is not authorized to perform design, installation, repair, or other services (“Services”) for its Customers on certain Products (“Certified Products”), unless it enters into a separate written agreement with Fike and complies with the required training and certification obligations of such agreement. Buyer further agrees that performance of Services for Customers on Certified Products absent adherence to the conditions in this paragraph will void the Limited Warranty on such Certified Products.

As of the Terms and Conditions Effective Date Certified Products include at least the following product lines, but may be amended from time to time: Notifier®, GamewellFCI Fire Control Instruments®, Farenhyt, Fike BDA Systems, Pro-Watch®, xtralis®, VESDA®, Phoenix Controls®, ALERTON® programable controllers and Software, and Fike-branded programmable controllers and Software for Authorized System Distributors, Small and Medium Building Administrator, and Programmable Logic Controllers.

Buyer further acknowledges and agrees that to the extent it performs Services for its Customers on any Fike Product (including, without limitation Certified Products), it does so at its own expense and liability, and shall defend, indemnify and hold the Fike Indemnitees harmless from and against any Claims arising out of those Services it or its agents perform for its Customers as per the Indemnification Procedures of OTHER INDEMNIFICATION of these Terms and Conditions. This Section shall be subject to Fike’s rights under LIMITATION OF LIABILITY of these Terms and Conditions.

TERMINATION & SUSPENSION OF PERFORMANCE

Fike may terminate this Agreement and any or all unperformed Orders immediately upon notice to Buyer upon the occurrence of any of the following events: (a) Buyer fails to perform or breaches any of its obligations and covenants under this Agreement, and such default continues for more than sixty (60) days after written notice specifying the failure to perform or breach (unless such breach is uncurable, determined in Fike’s sole discretion, in which case termination is effective immediately); (b) Buyer fails to make any payment hereunder due within five (5) calendar days after written notice of such non-payment; (c) attempted assignment of this Agreement by Buyer or any rights hereunder without Fike’s prior written consent, which includes a sale or transfer of substantially all of Buyer’s assets, a majority interest in its voting stock, or a merger or consolidation with one or more entities; (d) Buyer experiences one or more of the of the following insolvency-related circumstances: (i) it ceases to function as a going concern or to conduct its operations in the normal course of business (including an inability to meet obligations as they mature), (ii) a receiver is appointed for its assets, (iii) bankruptcy or insolvency proceedings are brought by or against it, or (iv) it makes an assignment for the benefit of creditors; (e) Buyer’s principal(s), owner(s), or persons essential to the performance of this Agreement are removed, reassigned or die; (f) Buyer violates the law or any of its owners, officers, principals, members or partners is indicted or convicted on charges of felony, conversion, embezzlement or any morally reprehensible act which could, in Fike’s sole discretion, adversely impact Fike; or (g) Buyer engages in any conduct or practice which, in Fike’s sole discretion, is or could be detrimental or harmful to the good name, goodwill and reputation of Fike or Products.

Termination does not affect any debt, claim, or cause of action accruing to any party against the other before the termination. The rights of termination provided in this clause are not exclusive of other remedies that a party may be entitled to under this Agreement or in law or equity, including, without limitation, payment for services performed and for losses sustained for materials, tools, construction equipment and machinery, reasonable overhead, profit and applicable damages. Fike may suspend performance under this Agreement at Buyer’s expense if Fike determines that performance may violate the law and/or cause a safety, security, or health risk.

DATA COLLECTION, TRANSMISSION & USE

Buyer acknowledges that certain Products may include Software that collects information about how, and under what conditions, the Product is used and functions, including, without limitation, information describing use of operator inputs such as touch panel, buttons, and voice/audio input; power status and management; device location; ambient conditions such as pressure, temperature, and/or humidity levels. The information collected by such software may be used by Fike for purposes including, but not limited to, assistance with Product repairs, diagnostics, research and analytics to improve functionality or optimize customer usage, development, and quality control/ improvement of such Products. In addition, Buyer understands that any point of-sale information it provides to Fike or Fike’s designee may be used by Fike for any business purpose, including, but not limited to, research and analytics to improve functionality or optimize customer usage, development, and quality control/improvement of such Products and/or relating the marketing and sale of the Products. No end-user identifiable data will be provided by Fike to any third party. Buyer shall notify its Customers that Fike is collecting this information and shall contractually bind all Customers reselling the Products to notify their end-user customers that such information may be collected and used by Fike as described above.

DATA

Buyer retains all rights that Buyer already holds in data and other information that Buyer or persons acting on Buyer´s behalf input, upload, transfer, or make accessible in relation to, or which is collected from Buyer or third-party devices or equipment by, the Services (“Input Data”). Fike and its Affiliates have the right to retain, transfer, disclose, duplicate, analyze, modify, and otherwise use Input Data to provide, protect, improve, or develop Fike’s products or services. Buyer has sole responsibility for obtaining all consents and permissions (including providing notices to users or third parties) and satisfying all requirements necessary to permit Fike’s use of Input Data. Fike and its Affiliates may also use Input Data for any other purpose provided it is in an anonymized form that does not identify Buyer or any data subjects. Buyer will, at Buyer’s cost and expense, defend Fike and Fike’s Affiliates, sub-contractors and licensors and hold Fike harmless from and pay or reimburse all awards or damages (including attorney’s fees), arising out of claims by third parties related to possession, processing or use of Input Data in accordance with this Agreement. Any Buyer Personal Data contained within Input Data shall only be used or processed in accordance with the data privacy terms of this Agreement and applicable law. All information, analysis, insights, inventions and algorithms derived from Input Data by Fike and/or its Affiliates (but excluding Input Data itself) and any intellectual property rights related thereto, are owned exclusively and solely by Fike and are Fike´s Confidential Information. Unless agreed in writing, Fike does not archive Input Data for Buyer’s future use. Buyer consents to any transfer of Buyer’s Input Data outside of its country of origin, except that Personal Data is subject to Fike’s Data Processing Agreement at https://fike.com/legal-notices/privacy-policy

DATA PRIVACY

For purposes of this Agreement,

“Applicable Data Privacy Laws” means applicable data protection, privacy, breach notification, or data security laws or regulations;

“Data Controller” means a Party that alone or jointly with others, determines the purposes and means of the processing of Personal Data (as that term or similar variants may otherwise by defined in Applicable Data Privacy Laws).

“Personal Data” means any information relating to an identified or identifiable natural person or as that term or similar variants may otherwise be defined in Applicable Data Privacy Laws. Personal Data includes (i) relationship data about individuals provided by one Party to the other to manage the relationship between the Parties, and (ii) personally identifiable usage data made available by Buyer to Fike in relation to the use of the Services for the purposes of providing, improving, or developing Fike Products and Services.

Each Party will process the Personal Data of the other as an independent Data Controller in accordance with Applicable Data Privacy Laws.

Each Party represents that it has all rights and authorizations to transfer Personal Data to the other Party (including providing notice).

To the extent required by Applicable Data Privacy Laws, each Party agrees to be bound by the terms of the Standard Contractual Clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 (including the provisions in Module 1) and the UK’s International Data Transfer Addendum to the EU Commission Standard Contractual Clauses made under s119A(i) of the UK’s Data Protection Act 2018 (“Controller SCCs”) in its capacity as “data exporter” or “data importer”, as applicable, and as those terms are defined therein. The Controller SCCs will be deemed to have been signed by each Party and are hereby incorporated by reference into this Agreement in their entirety as if set out in full as an annex to this Agreement. The Parties acknowledge that the information required to be provided in the appendices to the Controller SCCs is set out at https://fike.com/legal-notices/privacy-policy/. Each Party will implement appropriate technical and organizational measures to protect the Personal Data against any security breaches. If there is a conflict between this Agreement and the Controller SCCs, the Controller SCCs will prevail. Where applicable law requires changes to the Controller SCCs, those changes will be deemed to have been made without further action from the parties.

If Fike processes Personal Data on Buyer’s behalf under this Agreement, Fike’s Data Processing Agreement at https://fike.com/legal-notices/privacy-policy/ apply.

CONFIDENTIALITY

Fike may provide Buyer certain information during the performance or fulfilment of this Agreement that is not generally known, including financial information, trade secrets, know how, product data, samples, techniques, specifications, drawings, designs, design concepts, processes and testing methodologies (“Confidential Information”). All Confidential Information provided in connection with this Agreement shall remain the property of Fike, shall be used only for the purpose of furthering the matters contemplated by this Agreement and shall be protected as confidential by Buyer using the same degree of care as it uses to protect its own confidential information of a similar type, but no less than a reasonable degree of care, for a period of three (3) years following the date of disclosure. These obligations shall not apply to business contact information or other information which is: (a) publicly known at the time of disclosure or becomes publicly known through no fault of Buyer, (b) already known to Buyer at the time of disclosure through no wrongful act of Buyer, (c) received from a third party without restrictions similar to those in this Section, or (d) independently developed by Buyer. Buyer may not disclose Confidential Information without the prior written consent of Fike, provided, however, that Buyer may disclose Confidential Information (i) to its Affiliates, employees, officers, consultants, agents, and contractors for the purposes of discharging this Agreement and complying with its legal obligations, and (ii) in response to a court order, government request, or other legally required request where it (A) provides Fike with sufficient notice and an opportunity to object to such disclosure (where possible) and (B) makes the disclosure subject to a protective order or other similar confidentiality restrictions. After termination or expiration of this Agreement and upon written request of Fike, Buyer will return or destroy all Confidential Information and all copies thereof, except for any Confidential Information that exists only as part of regularly generated electronic backup data or archive data, the destruction of which is not reasonably practicable.

PUBLICITY

Neither Party will issue any press release or make any public announcement relating to the subject matter of this Agreement without the prior written approval of the other Party, except that either Party may make any public disclosure it believes in good faith is required by applicable law or any listing or trading agreement concerning its or its affiliates' publicly traded securities. Notwithstanding the foregoing, if either Party, or a third party, makes a public disclosure related to this Agreement that is false or damaging to a Party, the aggrieved Party will have the right to make a public response reasonably necessary to correct any misstatement, inaccuracies or material omissions in the initial and wrongful affirmative disclosure without prior approval of the other Party. Neither Party will be required to obtain consent pursuant to this Section for any proposed release or announcement that is consistent with information that has previously been made public without breach of its obligations under this clause. Notwithstanding the foregoing, Fike may list Buyer and its logo as a customer on Fike’s website and in marketing materials.

TRADEMARKS

Buyer acknowledges that Fike is the owner of all right, title, and interest in, and to, its trademarks, trade names, service marks, logos, and related designs associated with Fike and the Products (“Trademarks”), as well as trademarks, trade names, service marks, logos, and related designs associated with Fike’s suppliers who may provide components, parts or products that Fike sells with the Products (“Supplier Trademarks”). Unless Buyer enters into a separate written agreement with Fike, it may not use the Trademarks or the Supplier Trademarks or benefit from any goodwill associated with the same. This includes, but is not limited to, Buyer not (i) using any trademark, name, trade name, domain name, logo, or icon similar to or likely to cause confusion with the Trademarks, or the Supplier Trademarks; (ii) making any representation to the effect that the Trademarks or the Supplier Trademarks are owned by Buyer rather than Fike and/or Fike’s Suppliers; (iii) attempting to register Trademarks or Supplier Trademarks in any country or challenge Fike’s ownership of the same or Fike’s supplier’s ownership of the same; (iv) using any domain name incorporating in whole or in part the Trademarks, or the Supplier Trademarks; or (v) using any name, trade name, domain name, keyword, social media name, account name, identification, or mark that is confusingly similar to the Trademarks or the Supplier Trademarks.

COMPLIANCE WITH APPLICABLE LAW AND CODE OF BUSINESS CONDUCT

1. Code of Business Conduct. Buyer certifies it has read, understands, and agrees to abide by the provisions of the Fike Code of Business Conduct (the “Code of Conduct”), as may be posted and available from time to time at https://fike.com/about-us/ and https://fike.com/legal-notices/conflict-minerals-policy/, as well as in written materials that Buyer may receive upon written request. Buyer further acknowledges and agrees that it shall, at its sole cost and expense, comply with all applicable laws, rules, regulations, decrees, and other requirements relating to or affecting this Agreement, the Products (including their sale, transfer, handling, storage, use, disposal, export, reexport, and transshipment), the activities to be performed by Buyer, or the facilities and other assets used by Buyer in performing its obligations under this Agreement. This includes, but is not limited to, Buyer’s agreement with the representations and warranties set forth in the following subparagraphs. Buyer will defend, indemnify and hold the Fike Indemnities harmless from and against any Claims arising out of Buyer’s non-compliance with this COMPLIANCE WITH APPLICABLE LAW AND CODE OF BUSINESS CONDUCT paragraph and its subparagraphs, pursuant to the Indemnification Procedures of OTHER INDEMNIFICATION of these Terms and Conditions.
2. Sanctions Compliance. Buyer represents, warrants, that
   • It is not a “Sanctioned Person,” meaning any individual or entity: (i) named on a governmental denied party or restricted list, including: the Office of Foreign Assets Control (“OFAC”) list of Specially Designated Nationals and Blocked Persons (“SDN List”), the OFAC Sectoral Sanctions Identifications List (“SSI List”), and the sanctions lists under any other Sanctions Laws; (ii) organized under the laws of, ordinarily resident in, or physically located in a jurisdiction subject to comprehensive sanctions administered by OFAC (currently Cuba, Iran, North Korea, Syria, and the Crimea, so-called Donetsk People’s Republic, or so-called Luhansk People’s Republic regions of Ukraine/Russia) (“Sanctioned

Jurisdictions”); and/or (iii) owned or controlled, directly or indirectly, 50% or more in the aggregate by one or more of any of the foregoing.

• Relating to this Agreement and the transactions contemplated hereby, Buyer is in compliance with and will continue to comply with all economic Sanctions Laws administered by OFAC, other U.S. regulatory agencies, the European Union and its Member States, the United Kingdom, and the United Nations (“Sanctions Laws”). Buyer will not involve any Sanctioned Persons in any capacity, directly or indirectly, in any part of this transaction and performance under this transaction. Buyer will not take any action that would cause Fike to be in violation of Sanctions Laws.
• Buyer will not sell, export, re-export, divert, use, or otherwise transfer any Fike products, technology, software, or proprietary information: (i) to or for any Sanctioned Persons or to or involving Sanctioned Jurisdictions; or (ii) for purposes prohibited by any Sanctions Laws. Buyer will not source any components, technology, software, or data for utilization in Fike Offerings: (i) from any Sanctioned Persons or Sanctioned Jurisdictions or (ii) in contravention of any Sanctions Laws.

Buyer’s failure to comply with this provision will be deemed a material breach of this Agreement, and Buyer will notify Fike immediately if it violates, or reasonably believes that it will violate, any terms of this Section. Buyer agrees that Fike may take any and all actions required to ensure full compliance with all Sanctions Laws without Fike incurring any liability.

Export and Import Compliance. Buyer will not distribute, resell, export or re-export any Products, technical data, Software, plans, or specifications dealing with an Offerings (“Restricted Items”), or take any actions in relation to or in furtherance Agreement which are contrary to U.S. Department of State International Traffic in Arms Regulations (“ITAR”) or the U.S. Department of Commerce Export Administration Regulations (“EAR”) or any other applicable export control, import control, and economic sanction laws and regulations of any country or countries (collectively, “Export/Import Control Laws”). Buyer acknowledges that Export/Import Control Laws may control not only the sale, re-sale, export and re-export of Products but also the transfer of other Restricted Items. Buyer agrees that it will not sell, re-sell, export, reexport or otherwise transfer any of the Restricted Items in any form, either directly or indirectly, in violation of any Export/Import Control Laws. Further, Buyer shall take no action that would cause Fike to be in violation of any Export/Import Control Laws. Buyer further acknowledges that U.S. Export/Import Control Laws (ITAR and EAR) include prohibitions against selling any product to U.S. embargoed countries (currently, Cuba, Iran, North Korea, Syria, and Sudan); prohibitions against sale of ITAR product to any country with which the U.S. maintains an arms embargo; prohibitions against sale of certain EAR-controlled product for China military end-use; and other restrictions. Buyer will immediately notify Fike and cease activities with regard to the transaction in question if it knows or has a reasonable suspicion that any Restricted Items may be redirected to other countries in violation of Export/Import Control Laws. Fike will apply for United States Government export authorizations required for delivery of any goods, services or technical data under this Agreement. Buyer will promptly provide all information required by Fike to complete the authorization application. Buyer will apply for all other necessary import, export or re-export approvals.

Fike will not be liable to Buyer for any failure to provide any Offering or other Restricted Item as a result of government actions that impact Fike’s ability to perform, including:

• The failure to provide or the cancellation of export or re-export licenses;
• Any subsequent interpretation of applicable import, transfer, export or re-export law or regulation after the date of any order or commitment that has a material adverse effect on Fike’s performance; or
• Delays due to Buyer’s failure to follow applicable import, export, transfer, or reexport laws and regulations.

If Buyer designates the freight forwarder for export shipments from the United States, then Buyer's freight forwarder will export on Buyer's behalf and Buyer will be responsible for any failure of Buyer's freight forwarder to comply with all applicable export requirements. Fike will provide Buyer's designated freight forwarder with required commodity information.

1. Anti-Bribery, Anti-Corruption Laws

Fike International Inc. is subject to national and international laws prohibiting bribery and corruption. Because Fike International Inc. is a US company, its employees and Affiliates, as well as all consortium bidding partners and any third party acting on its behalf must comply with the US Foreign Corrupt Practices Act ("FCPA") and similar anticorruption laws applicable in the countries where Fike operates.

Buyer certifies that it has read, understands, and agrees to abide by the provisions of, the Fike Code of Business Conduct, which is available from time to time at https://fike.com/about-us/ and https://fike.com/legal-notices/conflict-minerals-policy/, as well as in written materials that Buyer may receive upon written request.

Buyer agrees that in connection with its activities under this Agreement, neither Buyer nor any agent, affiliate, employee, or other person acting on its behalf will offer, promise, giver or authorize the giving of anything of value, or offer, promise, make or authorize the making of any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any government official or political party in order to obtain or retain business, gain any unfair advantage or influence any government official decision.

If Fike has reason to believe that the provisions of this Agreement may have been violated, Fike and its authorized representatives will have the right to audit, examine and make copies of all records that relate to this Agreement including financial, legal, tax, accounting, operational, labor, and regulatory information. Buyer will retain and preserve all records and materials including invoice records, pertaining to the Offerings provided under this Agreement for a period of 3 (three) years after the termination of this Agreement or for the period prescribed by applicable law, whichever period is longer.

In the event that Fike determines, in its sole discretion, that the Buyer has engaged in conduct that violates the Fike Anticorruption Policy or applicable anti-corruption laws and regulations, Fike immediately shall have the right to terminate this Agreement.

If Buyer learns of any violations of the above anticorruption provisions in connection with the performance of this Agreement, it will immediately advise (a) Fike's Chief Compliance Officer, (b) any member of Fike’s Integrity and Compliance Department, (c) Fike Compliance Reporting online at: fike.ethicspoint.com, or (d) the Fike Compliance Helpline at: +1 844-279-8886. Buyer agrees to cooperate fully with any Fike investigation, audit or request for information under this Section.

Buyer agrees to maintain accurate books and records to demonstrate compliance with the compliance requirements of this Section. Fike, at its expense, may audit Buyer to determine compliance with such provisions upon no less than thirty (30) days’ advance written notice, and Buyer will provide reasonable assistance to Fike to complete such audit.

Buyer’s failure to comply with this provision will be deemed a material breach of this Agreement, and Buyer will notify Fike immediately if it violates, or reasonably believes that it will violate, any terms of this provision. Buyer agrees that Fike may take any and all actions required to ensure full compliance with all applicable laws, including Sanctions Laws, Export/Import Control Laws and anti-corruption laws, without Fike incurring any liability.

EXCUSABLE DELAY

Force Majeure

Except for payment obligations, neither party will be liable to the other for any failure to meet its obligations due to any Force Majeure Event. Notwithstanding the prior sentence, quantities affected by this Force Majeure clause may, at the option of Fike, be eliminated from this Agreement without liability, but this Agreement will otherwise remain unaffected. As used herein, a “Force Majeure Event” is one that is beyond the reasonable control of the non-performing party and includes, without limitation: (a) delays or refusals to grant an export license or the suspension or revocation thereof, (b) any other acts of any government that would limit a party’s ability to perform this Agreement, (c) fires, earthquakes, floods, tropical storms, hurricanes, tornadoes, severe weather conditions, or any other acts of God, (d) pandemics, epidemics, quarantines, or regional medical crises, (e) the presence of hazardous substances of mold, (f) shortages or inability to obtain materials or components, (g) labor strikes or lockouts, (h) riots, strife, insurrection, civil disobedience, landowner disturbances, armed conflict, terrorism or war, declared or not (or impending threat of any of the foregoing, if such threat might reasonably be expected to cause injury to people or property), (i) inability or refusal by Buyer's directed third-party suppliers to provide Fike parts, services, manuals, or other information necessary to the products or services to be provided by Fike under this Agreement, or (j) any other cause beyond the non-performing party’s reasonable control. If a Force Majeure Event results in a delay, then the date of performance will be extended by the period of time that the non-performing party is actually delayed or for any other period as the parties may agree in writing. When performance is excused, Fike may allocate its services or its supplies of materials and products in any manner that is fair and reasonable. However, Fike will not be obligated to obtain services, materials or products from other sources or to allocate materials obtained by Fike from third parties for Fike's internal use. Should any part of any system or equipment on which Fike is providing services be damaged by fire, water, lightning, acts of God, the presence of hazardous substances or mold, third parties, or any other cause beyond Fike’s control, any repairs or replacement shall be paid for by Buyer. For avoidance of doubt, there need not be a Force Majeure Event to invoke SURCHARGES of these Terms and Conditions. In the event that a Force Majeure Event is ongoing for a period of time which is ninety (90) days or longer, Fike may provide notice to Buyer that it is cancelling any affected outstanding Buyer Orders or the affected portion thereof.

COVID-19

Notwithstanding any other provision of this Agreement, in light of the COVID-19 pandemic, the effects of which cannot be foreseen, the Parties agree that Fike shall be entitled to an equitable extension of time to deliver or perform any work and appropriate additional compensation to the extent Fike’s delivery or performance, or the delivery or performance of its suppliers and/or subcontractors, is in any way delayed, hindered or otherwise affected by the COVID-19 pandemic.

NOTICES

Every notice between the parties relating to the performance or administration of this Agreement shall be made in writing and, if to Buyer, to Buyer’s authorized representative or, if to Fike, to Fike’s authorized representative at the addresses set forth in the separate agreement between the parties to which these Terms and Conditions attach. In the absence of such a separate agreement, (a) notices to Fike should be delivered to Fike Corporation, 704 SW 10th Street, Blue Springs, MO 64015 USA, Attn: General Counsel, and (b) notices to Buyer should be delivered to the address provided in this Agreement or for billing purposes hereunder. All notices required under this Agreement will be deemed received when delivered either (a) two calendar days after mailing by certified mail, return receipt requested and postage prepaid; or (b) one business day after deposit for next day delivery with a commercial overnight carrier provided the carrier obtains a written verification of receipt from the receiving party.

ENFORCEABILITY, WAIVER

If any portion of this Agreement is held invalid or unenforceable, the remaining portions will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect the intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement, but the rest of this Agreement will remain in full force and effect. Failure to enforce or exercise any provision is not a waiver of such provision unless such waiver is specified in writing and signed by the Party against which the waiver is asserted.

WAIVER

The failure of either party to insist upon strict performance of any provision of this Agreement, or to exercise any right provided for herein, shall not be deemed to be a waiver for the future of such provision or right, and no waiver of any provision or right shall affect the right of the waiving party to enforce any provision or right herein.

GOVERNING LAW AND DISPUTE

All questions or disputes arising out of or relating to this Agreement and its interpretation or enforcement (including its, breach, validity and termination), and the Parties’ relationship, rights and liabilities relating hereto, whether arising in contract or otherwise (“Dispute”), shall be governed by the laws of the State of Missouri without giving effect to any choice or conflict of law provision or rule (whether of the State of Missouri or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Missouri. Fike and Buyer expressly agree to exclude from this Agreement the Uniform Computer Information Transactions Act and United Nations Convention on Contracts for the International Sale of Goods, 1980, and any successor thereto.

The Parties agree that the federal and state courts of Jackson County, Missouri shall be the sole and exclusive venue for any Dispute, and the parties hereby consent and submit to the jurisdiction for such venue. The parties irrevocably and unconditionally waive any objection to venue of any Dispute in such court and irrevocably waive and agree not to plead or claim in any such court that any Dispute has been brought in an inconvenient forum. The Parties agree that any Dispute proceeding in state court shall be litigated in the courts in Kansas City, Missouri to the fullest extent permitted by law. The Parties hereby provide their consent to and agree not to contest designation to such court. If designation to the state courts of Missouri is denied or otherwise prohibited by law, the parties agree that any Dispute shall be litigated in the U.S. District Court for the Western District of Missouri. Buyer will not bring a legal or equitable action more than one year after the cause of action arose unless a shorter period is provided by applicable law. EACH PARTY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY RELATED TO THIS AGREEMENT.

Before the parties initiate any dispute resolution process other than injunctive relief, the parties must schedule a mandatory executive resolution conference to be held within thirty (30) days of receipt of the other party’s written request. The conference must be attended by at least one executive from each party. At the conference, each party will present its view of the dispute in detail, and the executives will enter into good faith negotiations in an attempt to resolve the dispute. If the dispute is not resolved within fifteen (15) days of the end of the conference, then either party may pursue resolution of the dispute consistent with the other terms of this Agreement.

INDEPENDENT CONTRACTOR

The parties acknowledge that they are independent contractors and nothing contained in this Agreement shall be construed to constitute either party hereto as the partner, joint venturer, employee, agent, servant, franchisee, or other representative of the other party hereto, and neither party has the right to bind or obligate the other, except as otherwise provided herein. Furthermore, nothing contained in this Agreement shall be construed to constitute Buyer as an exclusive purchaser of the Products in any respect.

HEADINGS AND SECTIONS

The various headings in this Agreement are inserted for convenience only and will not affect the meaning or interpretation of this Agreement or any paragraph or section thereof.

INSURANCE

1. Unless agreed otherwise, Buyer shall, at all times that this Agreement is in force and effect, provide and maintain, at a minimum, insurance with the following limits:
   • Workers’ compensation insurance as required by law for all employees; and Employer’s Liability insurance in an amount not less than $1,000,000 per accident/per employee. Such insurance shall provide coverage in the location in which the work is performed and the location in which the Customer is domiciled.
   • Commercial general liability insurance, on an occurrence basis, including premises, products/completed operations, personal injury, and contractual liability, at a minimum combined single limit for bodily injury and property damage of $5,000,000 per occurrence and in annual aggregate.Business automobile liability insurance, covering all owned, rented, leased, non owned and hired vehicles used in the performance of the work with a combined single limit for bodily injury and property damage of $5,000,000 per occurrence.
   • “All Risk” Property and/or Cargo Insurance covering all of Customer’s equipment, property and tools used in the services and property which is subject to the risk of loss provision (Shipping Terms, Title, and Risk of Loss) outlined in this Agreement. Such insurance shall cover all property at full replacement value.
   • Professional Liability Insurance with a minimum limit of $5,000,000 per claim providing coverage for Customer’s errors and omissions in connection with the performance of Customer’s services during and for a period of at least three years after completion of said services.
   • Professional liability including technology errors & omissions insurance with a minimum limit of $5,000,000 per claim providing coverage for errors, omissions, or negligence in connection with the performance of Customer’s professional/ technology based services or the failure of a technology product provided by Supplier to perform as intended, for a period of at least five (5) years after completion of said services or usable life of the product. The coverage required in this subsection shall also include cyber liability coverage with computer network security liability and privacy liability coverage.
   • Environmental Impairment/Pollution Legal Liability Insurance including coverage for contractual liability assumed in this Agreement with limits of not less than three million dollars ($3,000,000) per occurrence and six million dollars ($6,000,000) aggregate; and
   • It is the responsibility of the Customer to carry any other insurance required by law in the territory, state or jurisdiction where services provided in this Agreement are to be performed.

1. Buyer shall deliver certificates to Fike upon request. Such certificates must contain provisions requiring the insurance carrier to notify Fike at least thirty (30) days prior to any expiration or termination of, or material change to the policy. All insurance required under this Agreement shall be placed with insurance carrier(s) that are rated a minimum “A -, VII” by AM Best or equivalent rating agency. In addition, all such policies shall name Fike as an additional insured and shall be primary and non-contributory to any insurance carried by or available to Fike. All insurance policies shall contain a clause or endorsement waiving all rights of subrogation against Fike.

BUYER FINANCIAL STATUS

Buyer represents and warrants to Fike on a continuing basis that it is in good financial condition and able to pay all bills when due. Buyer shall, from time to time furnish any financial statements or additional information as may be requested by Fike in order to enable Fike to assess Buyer’s financial condition and creditworthiness. Additionally, Buyer authorizes Fike to obtain financial information regarding Buyer from credit reporting agencies, Buyer’s banks and suppliers, and other such sources. Fike may, in its sole discretion, increase or decrease the amount of credit (if any) that Fike has extended to Buyer in connection with the purchase of Products.

ASSIGNMENT

Fike may assign or transfer this Agreement, and assign its rights and delegate its obligations. Buyer shall not assign this Agreement, whether by merger, consolidation, operation of law or otherwise, and any attempt to do so without Fike’s prior written consent shall be null and void. This Agreement shall inure to the benefit of and be binding upon any successor or permitted assign of the Parties. Notwithstanding anything to the contrary herein, Fike may engage subcontractors to perform any of its obligations under this Agreement. Use of a subcontractor will not release Fike from liability under this Agreement for performance of the subcontracted obligations. Without limiting the generality of the foregoing, Fike may assign this Agreement and its rights relating to payment for sales made under this Agreement without Buyer’s consent and, notwithstanding any confidentiality obligations, may provide any purchaser of any such rights information and documents reasonably related to such sales, provided such purchaser has a confidentiality agreement in place with Fike that precludes disclosure of any Buyer confidential information to any third party without Buyer’s consent. Notwithstanding anything to the contrary herein, Fike may engage subcontractors to perform any of its obligations under this Agreement. Use of a subcontractor will not release Fike from liability under this Agreement for performance of the subcontracted obligations.

SURVIVAL

The following paragraphs and subparagraphs of Section II of this Agreement, as well as any other sections, subsections, paragraphs, or subparagraphs of this Agreement or Exhibits, Terms and Conditions, and TM Guidelines, that by their nature should continue in force beyond the completion or termination of this Agreement shall survive the expiration or termination of this Agreement: DISTRIBUTOR OBLIGATIONS (subparagraph h); RETURNS; POST TERMINATION RIGHTS & DUTIES; LIQUIDATED DAMAGES; INDEMNIFICATION; CONFIDENTIALITY; INSURANCE; COMPLIANCE; and SUBSCRIPTION SALES (subparagraph e).

EMBEDDED SOFTWARE

Fike grants to Buyer a limited, worldwide (subject to Export/Import Control Laws), nonexclusive, nontransferable, non-assignable, revocable, object code license to software installed or embedded within a Product (“Embedded Software”) solely for use with such Product. Except to the extent set forth in any separate license terms provided by Fike with such Embedded Software or as set forth in subparagraph (b) below, in no event shall Buyer have any right to (or authorize or allow any third party to) copy, modify, distribute, sell, lend, rent, transfer, or convey the Embedded Software; grant any sublicense, lease, or other rights in the Embedded Software; decompile, disassemble, reverse engineer, or otherwise attempt to reconstruct, identify, or discover any source code, underlying user interface architecture or techniques, or algorithms of the Embedded Software by any means; or take any action that would cause the Embedded Software or any portion of it to be placed in the public domain. In the event of a conflict between this Agreement and the terms of any Embedded Software license terms provided upon download or purchase, the relevant license terms shall control solely with respect to Embedded Software. Fike and Fike’s Affiliates, licensors and suppliers, own all intellectual property rights in the Embedded Software, and reserve all rights not expressly granted to Buyer in the Product Terms. Fike may check Buyer’s version of the Embedded Software, device security control settings, and network accessibility, and automatically send updates in order to maintain compatibility with Fike’s offerings or provide the security updates.

If Embedded Software is listed on a Purchase Order placed pursuant to this Agreement, the Embedded Software is limited to such Products and/or location(s) as are specified on the relevant Purchase Order. If Embedded Software is embedded in a Product listed on an Purchase Order (regardless of whether such Software is specifically referenced on the Purchase Order), Buyer may only transfer its license to the Embedded Software to a third party in conjunction with the sale by Buyer of the Product on which the Embedded Software is installed or embedded, provided that no proprietary information is removed from such Products with Embedded Software (including copyrights, patent marking, trademarks, or EULAs). Buyer is responsible for ensuring that any distribution and use of Embedded Software to and by its customers or end users is subject to each customer or end user entering into an agreement with Buyer containing the same obligations and restrictions contained herein. All Products with Embedded Software are licensed on a non-exclusive basis and are not sold. Fike may terminate any Embedded Software license for failure to comply with the terms of the foregoing.

ACCEPTABLE USE

Buyer will use the Products in a commercially reasonable manner in accordance with any Documentation made available by Fike, as may be updated by Fike or the Product manufacturer from time to time. Buyer will not, and will not permit any person or entity to, use the Products (including any Embedded Software) for purposes of or in connection with: (a) distributing it in any manner not authorized by Fike; (b) modifying or tampering with it; or (c) interfering with its proper functioning. Any unauthorized use of the Products may result in termination or suspension of this Agreement or the right to use the Products. Buyer may not use the Products in any way that would reasonably be expected to cause liability or harm to Fike or third parties.

REMOTE ACCESS

Buyer agrees that Fike may provide some or all of the Offerings remotely using an internet connection and may install additional software and related communication and/or diagnostic devices on Buyer's applicable systems (the “Systems”) to enable such connection and/or remote work. Buyer agrees to fully cooperate with Fike’s installation and commissioning of such software and devices on the Systems. To the extent required by Fike, Buyer will enable and consents to internet connectivity between its applicable Systems and Fike’s applicable computer server(s)/system(s) and/or the Fike cloud platform(s) throughout the term of this Agreement.

BUYER PURCHASE ORDERS

Buyer shall have access to, maintain access, and use Fike’s specified Electronic Data Interface (“EDI”). Buyer Purchase Orders and changes will be transmitted to Fike via such EDI. Purchase Orders will specify: (1) Purchase Order number; (2) Fike’s part number including a general description of the Offering(s); (3) requested delivery dates, which will be no shorter than the published or contracted lead time; (4) price (noncatalog prices must reference either a valid Fike contract or quote number); (5) quantity; (6) location to which a Product is to be shipped; (7) any special routing, packing, labeling, handling or insurance requested by Buyer, if applicable (with the understanding that this may result in additional Fees payable); [and] (8) location to which invoices will be sent for payment. Purchase Orders are subject to Fike’s acceptance explicitly in writing or upon Fike’s delivery of an Offering. Fike reserves the right to limit order quantities. For avoidance of doubt, Fike's order acknowledgment will not constitute acceptance and Fike reserves the right to reject any Purchase Order in its sole discretion and for any reason. Any Purchase Orders provided under this Agreement serve to identify the information referenced above and shall not, in themselves, create any commitment binding upon the Parties. For the avoidance of doubt, references to any Purchase Order under this Agreement shall not include any Terms and Conditions from Buyer contained therein, it being the agreement of the Parties that the General Terms and Conditions in this Agreement shall be binding.

INDEPENDENT CONTRACTOR

The Parties acknowledge that they are independent contractors and not the legal representative, agent, partner, employee, franchisee, joint venture or other representative of the other, and none of their respective employees, agents, or representatives shall be treated as an employee of the other for any purpose, including tax and social security coverage and withholding, or any employee benefits. Except as provided herein, neither party has any right or authority to assume or create any obligations of any kind or to make any representations or warranties, whether expressed or implied, on behalf of the other, or to bind the other in any respect whatsoever. Neither party shall hold itself out as, or represent to any third party that it is, affiliated with the other party in any way. Furthermore, nothing contained in this Agreement shall be construed to constitute Buyer as an exclusive purchaser of the Offerings.

LEGAL ADVICE DISCLAIMER

Buyer acknowledges and agrees that Fike does not and shall not provide Buyer with any legal advice regarding compliance with laws, rules or regulations in the jurisdictions in which Buyer uses the Offering, including those related to data privacy or medical, pharmaceutical or health related data. Buyer acknowledges that the Offering has functionality that may be used in ways that do and do not comply with such laws, rules or regulations. It is Buyer's sole responsibility to monitor its (including its users’) compliance with all such relevant laws, rules or regulations. Buyer is solely responsible for such Buyer-specific use decisions and Fike and its Affiliates disclaim all liability for such decisions.

FEEDBACK

If Buyer provides any improvements, suggestions, information or other feedback concerning the Offerings (“Feedback”), then Buyer hereby grants to Fike and its designees a worldwide, irrevocable, royalty-free, fully paid-up, sublicensable (through multiple tiers), perpetual right and license to exploit any Feedback for any purpose without restriction or obligation. Feedback will not be considered Buyer’s Confidential Information or trade secret.

APPENDIX 1

Fike Terms and Conditions for Purchase of Fike Blue™, Gases, Liquids, or Other Suppression Agents

(“Bulk Purchase Products”) Sold Separately, Not as Components of Fike Suppression Equipment

1. Terms and Conditions for Bulk Purchase Prevail. In the event of any conflict between the provisions of these Terms and Conditions for Bulk Purchase (“Bulk Sale Terms”) and the Fike Corporation Terms and Conditions for Sale above as published at, https://fike.com/legal-notices/terms-conditions, the Bulk Sale Terms and Conditions set forth in this Appendix 1 and any exhibits, schedules, or attachments to these Bulk Sale Terms shall prevail unless otherwise stated in writing.
2. Scope of Supply. Fike Blue™ is sold in bulk only as a thermal management agent. It is not a fire suppression system. Buyer acknowledges and agrees that by purchasing Fike Blue™ Buyer is not purchasing a fire suppression system or equipment, nor is Buyer purchasing any type of special hazard suppression equipment when buying a Bulk Purchase Product.
3. Fike is Not Responsible for Design and Application of the Products. Buyer agrees that Buyer bears sole responsibility for the selection, integration, and performance of any application, equipment, deployment, and/or use of the Bulk Purchase Products for any purpose.
4. No Implied Warranties. Buyer agrees that Buyer is purchasing the Bulk Purchase Product in bulk and without any specifically designed application mechanism. Fike is providing the Bulk Purchase Products to Buyer in “as-is” condition, with no warranty of fitness for a particular purpose or any other warranties whatsoever.
5. Limitation of Liability. To the maximum extent permitted by applicable law in no event shall Fike be liable to Buyer or any third party for any special, indirect, incidental, or consequential damages of any kind arising out of or in connection with this agreement or any Order for the sale of Bulk Purchase Products. In no event shall Fike’s liability to Buyer exceed the total purchase price received by Fike from Buyer for the Bulk Purchase Products sold to Buyer.
6. Indemnification. To the maximum extent permitted by applicable law, Buyer agrees to hold Fike harmless from any claims, liabilities, damages, losses or judgments (including costs, expenses, and reasonable attorney fees) arising from Buyer’s handling, storage, use, or disposal of the Bulk Purchase Products, and from third-party claims arising from their affiliation or relationship with Buyer.
7. Confidentiality and Non-Reverse Engineering. Buyer agrees to hold in confidence and not disclose to any third party any confidential, proprietary, intellectual property, or trade secret information related to the Bulk Purchase Products. Buyer further agrees that it will not copy, decompile, modify, reverse engineer, or create derivative works of the Bulk Purchase Products.
8. Compliance with the Law. Buyer agrees that it shall comply with all applicable federal and state laws, codes, rules, and regulations in performing its duties, responsibilities, and obligations pursuant to these Bulk Sale Terms.
9. Export Control and Sanction Compliance. Buyer agrees that it shall not export or re-export any Bulk Sale Products to restricted destinations or end uses outside the United States.
10. Singular, Plural and Interpretation. All references in these Bulk Sale Terms to the singular shall include the plural, where applicable. Use of the word “including” in this Agreement shall be deemed to be followed by the phrase “without limitation” or like expression and shall not be construed to limit any general statement which it follows to the specific or similar items or matters immediately following it.

END OF FIKE CORPORATION TERMS AND CONDITIONS OF PURCHASE