PURCHASE FEES AND TERMS

1. Purchase and Fees

1.1 Order. The Terms govern each Order, unless otherwise agreed in writing. Each Order will contain: (i) the Products purchased by Company; (ii) the Fees and payment schedule; (iii) the Order Term; and (iv) any other transaction-specific terms and conditions. An Order is binding upon: (a) Company is provided access to and uses the Products and (b) Products are deemed accepted upon delivery unless otherwise stated in the Order.

1.2 Fees. Company shall pay all Fees as specified in the Order. Unless otherwise stated in the Order: (i) Fees are quoted and payable in United States Dollars; (ii) Fees are based on Products purchased and not actual usage; (iii) except for Company’s termination for cause defined below, all Products are non-cancellable, andFees are non-refundable.

1.3 Invoicing. Fees are payable by Company within Terms Stated in the Order/Invoice.

1.4 Taxes. Fees are exclusive of applicable taxes. Company shall pay all sales, use, duties, and other taxes including, without limitation that are lawfully imposed (and for which no exemption is available). Upon request, each party shall provide reasonable support and shall execute and deliver any documents that the other party deems necessary or desirable in connection with any exemption or reduction of, or the contestation of or the defense against, any taxes.

2. Termination

2.1 General. Except for termination for cause below, or as otherwise stated in an Order, Company may not terminate the Order and any Fees paid or payable by Company are non- refundable and non-cancellable.
2.2 Termination for Cause. Either party may terminate an Order for cause if the other party: (a) becomes or is likely to become insolvent or enters into administration or bankruptcy; or (b) materially breaches any provision of the Agreement (includingCompany’s failure to timely pay undisputed Fees in full). Such termination will be without prejudice to any rights or remedies either party may have accrued up to the termination date.

2.3 Effect of Termination. Upon expiration of the applicable Order Term, or termination of an Order, (i) all licenses granted by SHL under these Terms shall immediately terminate; and (ii) Company shall immediately cease use of the applicable Products under the applicable Order. Talevation reserves the right to charge Company for any continued use of Products after expiration or termination of an Order.

2.4 Termination of Autorenewal. Company can cancel the annual autorenewal of contract with a (30) days’ notice in writing prior to the end of entitlement.