CRAYON GENERAL TERMS AND CONDITIONS
1. Definitions“Affiliate” means any entity that directly or indirectly controls, iscontrolled by, or is under common control with Crayon. Control
means ownership of 50% or more of the voting power orownership interest in such entity, or the power to direct or cause
the direction of the management and policies of such entity,
whether through ownership, contract or otherwise.
“Agreement” means, as amended from time to time, (i) any
purchase order (“PO”) or statement of work (“SOW”) buying or
placing an order for services from Crayon, (ii) these Crayon
General Terms and Conditions (“General Terms”); and (iii) any
additional written agreements or documents relating to thetransaction signed by Crayon and the Customer which refers tothis document.
"Change of Control" means: (a) the sale, lease, transfer,conveyance or other disposition, in one transaction or a seriesof related transactions, of all or substantially all of the assets of
the Customer; (b) the acquisition of beneficial ownership,
directly or indirectly, by any person or group of persons acting inconcert, of more than fifty percent (50%) of the voting securitiesof the Customer; (c) the merger or consolidation of the
Customer with or into any other entity or the sale, lease, transfer,conveyance or other disposition of all or substantially all of the
Customer's assets to any other entity; or (d) any othertransaction or series of related transactions in which the controlof the Customer changes.
“Customer” means the customer ordering, purchasing,procuring services or goods from Crayon or its Affiliates. Ifordering for Affiliates, the Customer will remain responsible forall obligations under this Agreement and for its Affiliates’
compliance with this Agreement.
“Licence” means the permission granted by a Licensor to
Customer, allowing Customer to exercise certain privileges withrespect to its software regardless if the software is installed onpremises or accessed as cloud services. The Licenses to besupplied or made available under these General Terms will belisted in the respective quote from Crayon, Customer PO andOrder Confirmation(s) and may include temporary usage rights(e.g. subscriptions, cloud services), updates and upgrades,
patches or any other changes offered by the Licensor according
to the EULA or PT.
“Licensor” means the legal entity that is the owner of theIntellectual Property Rights vested in the Licenses with theauthority to define the End User License Agreement (“EULA”),
Product Terms (“PT”) or other terms and conditions for the useof the Licenses.
“Intellectual Property Rights” means any and all intellectual
property rights of any nature, whether registered, registerable orotherwise, including patents, utility models, trademarks,
registered designs and domain names, applications for any of
the foregoing, trade or business names, goodwill, copyright andrights in the nature of copyright, design rights, rights indatabases, moral rights, know-how and any other intellectual
property rights that subsist in computer software, computer
programs, websites, documents, information, techniques,business methods, drawings, logos, instruction manuals, lists
and procedures and particulars of customers, marketing

methods and procedures and advertising literature, includingthe "look and feel" of any websites, and in each case all rights
and forms of protection of a similar nature or having equivalentor similar effect to any of these that may subsist anywhere in theworld, in each case for their full term, together with any futurerights and renewals or extensions.
“Party” means either Crayon or the Customer, together“Parties”.
“Services” means any services, including professional,
managed, support and cloud services provided, supplied or
resold by Crayon.
2. Agreement
All contractual relationships between Crayon and/or its Affiliate
and the Customer shall be governed by these General Terms.
Customer accepts these terms on behalf of the entity they
represent (together with its Affiliates) by either: (i) physically orelectronically signing an Agreement incorporating these General
Terms; or (ii) in the absence of any signed agreement, by coming
into an agreement or placing an order with Crayon in any formor manner.
In case of any inconsistency between the General Terms and an
Agreement, the Terms will prevail unless the Agreement
expressly mentions that its provisions override these General
Terms. Any other effort to change or revise these General Terms
will be considered null and void. Any changes to these General
Terms within an Agreement are only applicable to that
Agreement and will not alter the General Terms for any otherreason. Any Customer’s standard terms are hereby explicitly
rejected.
When purchasing Licences, Customer acknowledges that they
may also be required to enter into an EULA, PT or other terms
and conditions with the Licensor for the use of the Licenses.
3. Performance and Warranties
Crayon warrants that it shall perform its obligations in a
professional and workmanlike manner in accordance withgenerally accepted industry standards. To the maximum extent
permissible by law, all conditions and warranties which may be
excluded by applicable law are hereby expressly excluded. No
express conditions or warranties are made by Crayon except
those expressly provided by Crayon in this Agreement.
Customer acknowledges that Crayon only provides Licenses
according to the relevant EULA and PT or other terms andconditions for the use of the Licenses, which may include alimited warranty from Licensor. All of Customer’s rights andremedies regarding the Licenses, warranty, liability, andindemnity will be determined by the relevant EULA, PT or otherterms and conditions for the use of the Licenses. Customer shallsign or accept an EULA, PT or other terms and conditions forthe use of the Licenses with the Licensor before using Licensor’s
software or services. The EULA/PT or other terms andconditions for the use of the Licenses will state all warranties andrepresentations for the Licenses granted. Crayon does not give
any warranties or representations for any Licenses or software.
Both Parties warrant to the other Party that:i)

It has the full capacity and authority to enter into andperform this Agreement and that this Agreement is
executed by a duly authorised representative;1
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ii)
iii)

it has the authority to grant any rights to be granted under
this Agreement; andit owns or has obtained valid licences, consents,
permissions and rights to use, and where necessary to
licence to the other Party and any of its subcontractors,
any materials reasonably necessary for the fulfilment of allits obligations under this Agreement.

4. Payments
Customer may not withhold payment, offset, or make deductionsof any kind, including but not limited to returns, credit notes,
price adjustments, billing errors, handling fees, fines imposed by
Customer or any other claims or charges.
If not agreed otherwise in an offer, payments are due within 14
days of the invoice date (hereafter, “Due Date”) and if the
Customer fails to make any payment due under this Agreementby the Due Date, Crayon shall be entitled to charge interest on
the overdue amount at the maximum rate allowed by law fromthe Due Date until the date of payment. The interest charged
under this section shall be calculated daily and shall accrue andbe compounded monthly. In addition to any interest charged
under this section, the Customer shall be responsible for all
reasonable costs and expenses incurred by Crayon inconnection with the collection of any overdue amounts, including
but not limited to reasonable attorneys' fees and collection
agency fees. Crayon may assign its right to payments under thisAgreement to a factoring company, local representative orcollection company. The Parties acknowledge and agree thatthe interest charged under this section is a reasonable estimateof the damages that Crayon will suffer as a result of late payment
and is not a penalty. Crayon may change credit or payment
terms for unfilled orders if Customer’s financial condition,
previous payment record, or relationship with Crayon merits
such change.
All prices or fees stated in an offer, a PO or any otherdocumentation provided to customer are exclusive of any tax
VAT or sales tax. Crayon will add VAT to the prices or fees on
the invoice at the applicable rate. If the Customer is exempt frompaying VAT, it shall provide Crayon with a valid VAT exemption
certificate prior to the issuance of any invoices. If Customer isrequired by law to deduct or withhold any taxes from any amountpayable on a cross-border transaction, the amount payable
hereunder will be increased so that after making all required
deductions and withholdings, Crayon receives an amount equal
to the amount it would have received had no such deductions orwithholdings been made. Each Party shall promptly notify theother Party in writing of any tax, duty, fee, or other charge
assessed against it by any governmental authority that may
affect the other Party's performance under this Agreement. Each
Party shall cooperate with the other Party and provide allnecessary information and assistance to enable the other Party
to comply with its tax reporting and payment obligations under
this Agreement.
Crayon may implement a consumption-based pricing policy,
where the price is defined by the licensor and may vary basedon the Customer's usage of the services or products. Crayon
reserves the right, but not the obligation, to limit the Customer's
consumption if abnormalities in consumption are detected. This
is to ensure fair usage. The Customer will be notified of any suchcapping and will have the opportunity to discuss the matter with
Crayon. For the avoidance of doubt, Customer shall be liable forany consumption incurred on its account, notwithstanding any
or no cap being implemented by Crayon.
If the Customer fails to pay any amount due under thisAgreement within 45 days of the Due Date, Crayon may suspend
the provision of any or all of the Services or Licences until the
Customer pays the overdue amount in full, together with any
interest accrued. Crayon shall give the Customer at least 10
days' prior written notice of its intention to suspend the Services
or Product under this section. The suspension of Services orLicences under this section shall not relieve the Customer of its
obligation to pay for the Services or Products in accordance withthis Agreement, nor shall it affect any other rights or remedies
that Crayon may have under this Agreement or by law. Crayon
shall not be liable for any loss, damage, or inconveniencesuffered by the Customer or any third party as a result of thesuspension of services or Licences under this section.

5. Intellectual Property Rights
Except as expressly set forth in the Agreement, no Intellectual
Property Rights shall be deemed transferred from one Party tothe other, or to any third Party, under this Agreement. The
Customer shall promptly notify Crayon if any claim or demand ismade, or action is brought against the Customer regarding any
Intellectual Property Rights of Crayon or any of its Affiliates.
Crayon shall have the exclusive right, at its discretion and
expense, to conduct all negotiations for settlement and any
resulting litigation, and the Customer agrees to grant Crayon
exclusive control of any such negotiations or litigation. The
Customer shall immediately notify Crayon of any suspected or
actual infringement of Crayon's or any other company in the
Crayon group's Intellectual Property Rights that comes to its
attention. Crayon shall not be obligated to defend its rights, but
if it chooses to do so, the Customer shall provide reasonableassistance at no extra cost to Crayon to contest any claim or
demand made or action brought against the Customer and/or
Crayon. If Crayon incurs any costs or expenses, including but
not limited to attorneys' fees, in connection with any claim,
demand, or action arising from the Customer's breach of thissection, the Customer shall be liable for such costs andexpenses.
6.

Liability

Crayon shall not be liable for any delays or claims that is theresult, directly or indirectly, of the failure by the Customer tocomply with the reasonable requests of Crayon, or from thebreach by the Customer of any provision of the Agreement.
Customer shall not be liable for any delays or claims that is theresult, directly or indirectly, of the failure by Crayon to comply
with the reasonable requests of Customer, or from the breach by
Crayon of any provision of the Agreement.
Neither party shall be liable to the other party for any indirect orconsequential damages, including lost revenues, lost profits, orlost prospective economic advantage, whether or notforeseeable and whether or not based on contract, damages,
statutory or warranty claims or otherwise. Each party hereby
releases and waives any claims against the other party regarding
such damages.
Furthermore, neither party’s liability for damages shall under any
circumstances exceed the aggregated fees (excl VAT) invoiced
by Crayon under the Agreement during the twelve (12) months
period immediately preceding the calendar month in which the2
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cause of the liability arose. Until the first calendar year is ended,
the maximum liability shall be calculated as the average fees
paid per month during the validity of the Agreement multiplied by
twelve (12).
7. Indemnity
To the extent permitted by law, the Customer agrees toindemnify Crayon, its officers, directors, employees,
contractors, agents, successors, or assigns and hold themharmless from any and all claims, losses, liabilities, damages,
taxes, expenses and costs, including without limitation, legal
fees and court costs arising out of or in connection with: (a) Any
breach of laws by the Customer; (b) Any breach by the of thisAgreement; (c) Any negligent act or omission of the Customer
or its employees, contractors, subcontractors, officers, agents(“Personnel”); (d) Wilful misconduct or a fraudulent act oromission of the Customer or any of its Personnel in relation tothis Agreement; or (e) Any liability to a third Party arisingbecause of any act or omission by the Customer or its Personnel.
8. Term and Termination
If either Party breaches a material term of this Agreement, andsuch breach is not cured within thirty (30) days after receipt of
written notice from the non-breaching Party specifying thebreach, the non-breaching Party shall have the right to terminate
this Agreement upon written notice to the breaching Party. For
the purposes of this Agreement, a "Material Breach" shall mean
any breach of this Agreement that is not minor or trivial and that,
if not cured, would materially affect the ability of the nonbreaching Party to receive the benefits of this Agreement or mayotherwise cause irreparable harm to the non-breaching Party.
The rights of the non-breaching Party under this section shall not
be exclusive and shall be in addition to any other rights andremedies available at law or in equity.
In addition, Crayon may terminate this Agreement withimmediate effect by giving written notice to the Customer if:i)There is a Change of Control in the Customer;ii)
The Customer becomes insolvent or is unable to pay its
debts as they become due, or makes an assignment forthe benefit of creditors, or a receiver is appointed for the
Customer, or the Customer becomes subject to any
proceeding under any bankruptcy or insolvency law;iii) The Customer violates any applicable law, rule orregulation which has a material adverse effect on theperformance of this Agreement; oriv) The Customer engages in any fraudulent or illegal activity
related to the performance of this Agreement.
Termination for any reason by the Customer may be subject tofulfilment of certain obligations towards Crayon or Lincesor, andCustomer must fulfil any outstanding payment obligations to
Crayon before termination takes effect.
9. Remedies
In addition to any other remedies available at law or in equity,
Crayon shall have the right to seek specific performance,
injunctive relief or other equitable relief to enforce the provisionsof this Agreement.
10. Assignment
The Customer shall not assign or transfer this Agreement or anyof its rights or obligations hereunder without the prior writtenconsent of Crayon. Crayon may assign or transfer thisAgreement or any of its rights or obligations hereunder to any

third party, provided that Crayon gives the Customer written
notice of such assignment or transfer. Any assignment ortransfer of this Agreement in violation of this section shall be nulland void.
11. Amendments
Crayon is entitled to amend these this Agreement in order toreflect any changes and updates imposed on it by a Lincesor.
12. Subcontracting
Crayon may engage third-party subcontractors in theperformance of this Agreement, provided that Crayon remains
responsible for the performance of such services in accordancewith the terms of this Agreement. The use of subcontractors
shall not relieve Crayon of its obligations or liabilities under thisAgreement. Crayon shall ensure that any subcontractor
engaged to perform services under this Agreement shall bebound by the same terms as those applicable to Crayon under
this Agreement.
13. Governing Law and Jurisdiction
This Agreement shall be governed by the substantive laws of theprincipal place of business of the Crayon Affiliate being the Party
to this Agreement, without reference to its choice and conflict of
law’s provisions. All disputes arising out of or in connection withthis Agreement shall be finally settled by the courts of theprincipal place of business of the Crayon Affiliate being the Party
to this Agreement, except that Crayon may, at its own option,bring suit for collection in the country where the Customer islocated.
14. Dispute Resolution
In the event of any dispute arising out of or in connection withthis Agreement, the Parties shall first attempt to resolve thedispute through amicable, good faith negotiations within a periodof 14 days. If the dispute cannot be resolved throughnegotiations, the Parties shall escalate the matter internally totheir respective senior management for resolution within aperiod of 14 days. If the dispute remains unresolved after internal
escalation, the Parties may submit the dispute to litigation for
resolution.
15. Confidentiality and Announcements
The parties acknowledge and agree that any Confidential
Information exchanged between them shall be governed by theterms of any existing non-disclosure agreement ("NDA")
between the parties. To the extent that there is no existing NDA
between the parties, or to the extent that the terms of any
existing NDA are silent or incomplete with respect to any
information exchanged under this Agreement, the parties agree
to be bound by the following terms:
i)

ii)

iii)

Each Party agrees to keep confidential and not disclose to
any third Party, except as permitted under this Agreement
or as required by law, any Confidential Information
received from the other Party.
For the purposes of this Agreement, "Confidential
Information" shall mean any non-public information that isdesignated as confidential or that, under thecircumstances, would reasonably be understood to be
confidential.
The obligations of confidentiality set forth in this Agreement
shall survive the termination or expiration of thisAgreement for a period of three (3) years, unless otherwise
agreed to in writing by the parties.

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iv)

v)

The receiving Party may disclose the Confidential
Information of the disclosing Party to its employees,
consultants, and agents who have a need to know suchinformation and who are bound by written obligations ofconfidentiality no less restrictive than those set forth in thisAgreement.
The receiving Party shall be responsible for any breach ofthis Agreement by its employees, consultants, and agents.

Nothing in this Agreement shall be construed to limit any rights
or remedies available to a Party under any existing NDA or any
other agreement between the parties. In the event of any conflict
between the terms of this Agreement and any existing NDA, theterms of the existing NDA shall govern with respect to any
Confidential Information exchanged thereunder. Neither Party
shall issue any public announcements, press releases, or otherdisclosures relating to this Agreement or the relationshipbetween the parties without the prior written approval of theother Party, except as required by law. Notwithstanding theforegoing, either Party may disclose the terms of this Agreement
to its legal and financial advisors, and in connection with any
merger, acquisition, financing, or similar transaction involving
the Party or its assets, provided that such advisors are bound by
confidentiality obligations no less stringent than those set forthin this Agreement or any NDA between the Parties.
16. Data Protection and Privacy
All Personal Data received or collected by Crayon in connection
with the performance of this Agreement will be processed by
Crayon in accordance with Crayon’s privacy policy which can beaccessed at https://www.crayon.com/about-us/privacy-andsecurity/. Customer shall comply with applicable privacy anddata protection laws. Customer represents that Customer’s dataprotection policies and practices are, and will be maintained, at
a minimum, in accordance with standard industry practices
applicable to data protection, and that Customer has taken all
appropriate security measures required by applicable law,
including ensuring that persons it has authorised to process
Personal Data are under appropriate obligations ofconfidentiality. Customer is not authorised to transfer Personal
Data or Confidential Information to any other party or subprocess without Crayon’s pre-approval. Furthermore, Customer
shall assist Crayon as necessary to respond to requests fromindividuals that are exercising their privacy rights. At the requestof Crayon. Customer shall provide written notice without undue
delay of any unauthorised access, use or disclosure of Personal
Data or any security breach that could affect Crayon or could
impact the activities to be performed under this Agreement. In
such event, Customer shall immediately take remedial action as
required by applicable data protection legislation and as
requested by Crayon.
17. Information Security
The Customer shall implement and maintain high industry
standard administrative, physical, and technical safeguards toprotect against unauthorised access to and use of its systems.
18. Audit
Crayon reserves the right to conduct an audit of the Customer’s
compliance with the terms of this Agreement. Such audit may
include, but not be limited to, a review of the Customer’s books,
records, and systems related to its performance under andcompliance with this Agreement. Crayon may engage an
independent auditor under nondisclosure obligations to performthe audit.

The Customer shall promptly provide Crayon with full access to
all relevant documents and information related to theperformance of this Agreement. All information and documents
related to the audit process will be confidential information andused solely for the audit process The Customer shall also
cooperate fully with Crayon in the conduct of any such audit.
Crayon may exercise its audit rights at any time during the termof this Agreement and for a period of three (3) years after its
termination. The costs associated with the audit shall be borneby Crayon unless the audit reveals that the Customer is inMaterial Breach of this Agreement, in which case the Customer
shall bear the costs.
In the event that the audit reveals that the Customer is in Material
Breach of this Agreement, Crayon may take appropriate
measures, up to and including termination of this Agreement.
19. Force Majeure
If and to the extent that either Party’s performance of any of its
obligations (other than Customer’s payment obligations)pursuant to this Agreement is prevented, hindered or delayed bylightning, labour disputes, fire, amendments to regulations
issued by governmental authorities, intervention of authorities,
flood, earthquake, elements of nature or, acts of war, terrorism,
riots, civil disorders, rebellions or revolutions, or any other cause
beyond the reasonable control of such Party (“Force Majeure
Event”), then the non-performing Party shall be excused fromany performance of those obligations affected by the Force
Majeure Event for as long as such Force Majeure Event
continues. The Party whose performance is prevented, hindered
or delayed by a Force Majeure Event shall immediately notify theother Party of the occurrence of the Force Majeure Event anddescribe in reasonable detail the nature thereof. The
nonperforming Party is, however, always obligated to mitigate
the effects of the Force Majeure Event. Where performance of a
Party’s obligations under this Agreement is materially prevented
for a period more than three (3) months as a result of a Force
Majeure Event, each Party is entitled to terminate thisAgreement by a written notice to the other Party to that effect.
If, as a result of a Force Majeure Event, the performance byeither Party of such Party’s obligations under this Agreement isonly partially affected, such Party shall nevertheless remain
liable for the performance of those obligations not affected by
the Force Majeure Event.
20. Compliance with Laws
Each party agrees to conduct its respective business activities
under this Agreement in full compliance with all applicable laws.
Specifically, each party will:i)Comply with all relevant import and export laws andregulations, including but not limited to trade laws suchas the U.S. Export Administration Regulations, andadhere to any end-user, end-use, and destination
restrictions by the U.S. and other governments, as well
as sanctions regulations administered by the U.S.
Office of Foreign Assets Control ("trade laws"). The
Company shall refrain from taking any action that could
cause Crayon to violate trade laws. Crayon reserves
the right to reject, suspend, or terminate theAgreement immediately if it reasonably believes that
continued performance would violate trade laws or
expose it to sanctions or penalties under trade laws.

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ii)

Adhere to all environmental protection laws andregulations, including those related to the use, import,collection, treatment, recovery, recycling, disposal,
and reuse of Product, and pay any associated fees andtaxes.
iii) Respect and comply with laws governing the rights toand protection of the other party’s copyrights,
trademarks, patents, trade secrets, and other forms ofintellectual property.
iv) Comply with laws governing labour practices, humanrights, and health and safety.
v) Obtain and maintain any required local government
approvals at its own expense.
vi) Provide
timelyinformation, assistance, andcooperation as necessary to comply with laws, or toregister or report to any governmental agency or
certification body that regulates or certifies the use,
licensing, or distribution of Products.
vii) Crayon reserves the right to reject any order for legal
or regulatory reasons or if it reasonably determines that
fulfilling such order would pose additional risks ofliability, including alleged violations of anti-corruption
laws, or risks of fraud or piracy of Products.

As part of Crayon’s Secured Business Ecosystem program, andin accordance with international regulations on supply chain due
diligence (including but not limited to the NorwegianTransparency Act), Crayon conducts assessments on all
business relationships, both before and during any contractual
agreement. This is to ensure compliance with internationalsanctions and to ensure that our Customers adhere to our
integrity, compliance, labour and human rights, decent working
conditions, environmental, security, and privacy standards.
Crayon will utilize the information previously provided by the
Customer in the Due Diligence Questionnaire to determine
whether to enter or maintain any contractual relationship with
the Customer. It is understood that any refusal to participate orcomplete this process, as well as the provision of false or
misleading information, will entitle Crayon to immediately
terminate (without any liability to Crayon) any due diligenceprocess, contract, or agreement with the Customer.
The Customer is required to provide attestation documents andrelevant information evidencing compliance at any point before
and during the business relationship with Crayon, and upon ourrequest. Failure to provide evidence within a reasonable timeshall be considered a material breach of this Agreement.

21. Integrity and Business Conduct
Each Party agrees to:i)

Conduct its business activities with utmost integrity;ii)

Comply with anti-corruption laws and other laws
prohibiting bribery, corruption, inaccurate books andrecords, inadequate internal controls, and money
laundering;iii)

Ensure that none of its representatives directly or
indirectly offer anything of value to any party's
employees, candidates for political office, officials or
employees of governmental entities, public
international organizations, or political parties, toimproperly influence any act or decision for the
purpose of promoting the business interests of either
party;

iv)

Ensure that all communications between the partiesare complete, truthful, accurate, not misleading, andinclude any required disclosures. Additionally, refrainfrom retaliating against anyone who has, in good faith,
reported a possible violation of these commitments;
andv)

If either party has a good-faith reason to believe thatthe other party is in violation of anti-corruption laws inconnection with business or sales activity relating to
the Agreement, it shall notify the other party with ageneral description of the concern and the reason for
its belief. The Company may contact Crayon’s Integrity
and Concerns Team (concerns@crayon.com) withquestions or requests for further information or
guidance. The parties will confer in good faith on an
appropriate and lawful approach to addressing theconcern.

22. Miscellaneous
Notices. All notices and other communications hereunder being
in writing shall be deemed to have been duly given if deliveredby registered mail or a courier to the registered office address of
the receiving Party, or by e-mail to an e-mail address, provided
by the receiving Party. Crayon may inform the customer about
the changes to these terms on Cloud-IQ.
Non-solicitation. During the term of the Agreement andthereafter for a period of 6 months, the Customer may notprovide Crayon's personnel with any form of employment orother engagement, directly or indirectly. For the purpose of thisSection, Crayon's personnel shall include permanent employeesof Crayon (or any other company in the Crayon group) as wellas independent contractors and hired consultants engaged by
Crayon (or any other company in the Crayon group) and theiremployees. Crayon's personnel also include persons who haveterminated their employment or involvement with Crayon (or any
other company in the Crayon group) during the last 6 months. In
case of breach of this Section, Customer shall pay, in addition to
ordinary liability, a fee of EUR 50000 for each breach.
Third-parties. The Agreement is by and between Crayon, its
Affiliates and the Customer and there are no third-party
beneficiaries to the Agreement.
Marketing. No public disclosures by either party relating to theAgreement or any use of the other party’s name, logotype orother marks or signs, except for internal announcements ordisclosures required to meet legal or regulatory requirements
shall be made without the prior written approval of the otherparty.
UN CISG. This Agreement shall not be governed by the United
Nations Convention of Contracts for the International Sale ofGoods.

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No Waiver. No consent or waiver, express or implied, by either
Party of any breach or default of the other Party in performing its
obligations under this Agreement shall be deemed or construed
to be a consent or waiver of any other breach or default by theother Party of the same or any other obligation hereunder. Any
failure by one Party in default shall not constitute a waiver by the
first Party of its rights under this Agreement. No waiver of any
rights under this Agreement shall be effective unless in writing
and signed by the waiving Party.
Headings. The headings of this Agreement are for convenience
only and shall not define, extend, or limit any of the terms orprovisions hereof.
Schedule. The Customer shall, without delay, notify Crayon
upon learning of circumstances which may necessitate a
modification of any time schedule for the performance of anddelivery by Crayon.
Survival. Any provision of this Agreement that either expressly orby its nature is intended to survive termination or expiration ofthis Agreement shall survive the termination or expiration of thisAgreement to the extent necessary to carry out the intentions of
the Parties under this Agreement. The termination or expirationof this Agreement shall not affect any rights or obligations
accrued or incurred prior to such termination or expiration,
including any payment obligations or any rights or obligations
that by their nature are intended to survive termination or
expiration of this Agreement.
Severability. In the event that any provision of this Agreement isdetermined to be invalid or unenforceable, the remaining
provisions of this Agreement shall remain in full force and effect.
No agency. Unless otherwise expressly provided, thisAgreement does not create an agency, partnership, joint
venture, or any other similar relationship between the parties.
Neither party has any authority to act on behalf of the other party
or to bind the other party in any way, except as expressly
provided in this Agreement.
Language. The Agreement is written in English. Any translationof the Agreement into a language other than English is for
information purposes only and is not binding.

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