SUBSCRIPTION, PRODUCTS AND SERVICES
The Product, Subscription and/or Service Agreement (the "Agreement") is between LinProfs ("LinProfs") and any purchaser ("Customer") of LinProfs' support-, product- and/or subscription services ("Service") and accepts the terms of this Agreement.

PLEASE READ THIS AGREEMENT PRIOR TO ORDERING LINPROFS' PRODUCTS AND SERVICES. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OF OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ENTITY. IF CUSTOMER DOES NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN IT MUST NOT PURCHASE LINPROFS' PRODUCT NOR SERVICE.


GENERAL TERMS AND CONDITIONS

1. EFFECTIVE DATE/TIME: The Effective Date of this Agreement is the date on which Customer orders- or schedules LinProfs' Product and/or Service.


2. TERM AND TERMINATION

2.1 SUBSCRIPTION TERM: The initial term of this Agreement shall commence on the Effective Date and shall continue for a period of one (1) year. Beyond the initial term, this Agreement shall be renewed for successive one (1) year periods, unless the parties agree to a different term at the time of renewal or unless either party terminates this Agreement as set forth below. Customer shall remain obligated for all fees through the date of termination.

2.2 TERMINATION OF SUBSCRIPTION FOR NO CAUSE:
Either party may terminate this Agreement beyond the initial term upon thirty (30) days written notice before annual renewal.

2.3 TERMINATION FOR BREACH:
LinProfs may terminate this Agreement (i) if Customer commits a material breach of this Agreement and fails to remedy that breach within thirty (30) days of receipt of a written notice of such material breach, or (ii) if Customer fails to pay an invoice when due, or (iii) as otherwise provided in this Agreement. Customer may terminate this Agreement in the event LinProfs commits a material breach of this Agreement and fails to remedy that breach within thirty (30) days of receipt of written notice of material breach.

2.4 EXTENDED TERMINATION CLAUSE: LinProfs may terminate any service(s) considered to directly benefit the Customer, even if the contract is paid by another party, if the service(s) bear the name of the Customer. All related products sold to one customer is to be considered as one contract, even if a part of the product is paid by another party.


3. PRICING AND PAYMENT

3.1 PRICING: All prices quoted by LinProfs are exclusive of any tax. Customer agrees to pay all taxes, when applicable, excluding any taxes on LinProfs' net taxable income. Any renewal of this Agreement will be at LinProfs' list prices in effect at the time of such renewal. LinProfs is not committed to publicly announce new list prices prior to any Agreement renewals.

3.2 NO-SHOW FEE: Scheduled projects that are postponed, due to customer not showing up on time, will be charged two (2) consultancy hours if location is within The Netherlands. The fee is one (1) consultancy day if location is outside The Netherlands.

3.3 PAYMENT: All payments due under this Agreement are non-refundable. In the event Customer fails to make payment to LinProfs, the remedies available to LinProfs shall include (i) suspending services until full payment for all fees including late fees and interest (equal to the lesser of 1 percent per month, or the maximum rate permitted under applicable law) is received by LinProfs, or (ii) terminative this Agreement without notice.

3.4 MINIMUM PRICE: For on-site consultancy, a minimum price of two (2) hours is being charged for per visit.


4. WARRANTY: To the maximum extent permitted by applicable law, except as specifically stated in this Agreement, the Service are provided "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. LINPROFS DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR FREE.


5. LIMITATION OF LIABILITY: To the maximum extent permitted by applicable law, IN NO EVENT WILL LINPROFS BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHETHER IN TORT OR IN CONTRACT, INCLUDING LOST PROFITS, LOST SAVING OR OTHER DAMAGES ARISING UNDER THIS AGREEMENT EVEN IF LINPROFS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL LINPROFS LIABILITY HEREUNDER EXCEED THE AMOUNT THAT CUSTOMER PAID TO LINPROFS UNDER THIS AGREEMENT DURING THE TERM OF THIS AGREEMENT.


6. CONFIDENTIALITY: Customer and LinProfs agree to maintain the confidentiality of the proprietary information, except such information that is public, received by the other party for a period of three (3) years following termination of this Agreement.


7. GENERAL

7.1 ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the parties and supersedes all prior communications, understandings or agreements between the parties.

7.2 NON-TRANSFERABLE: This Agreement may not be transferred, assigned, or distributed without the prior written consent of LinProfs. Any attempted transfer, assignment or distribution without LinProfs' prior written consent shall terminate this Agreement and LinProfs shall have no further obligation hereunder.

7.3 GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of The Netherlands, exclusive of its conflict of law provisions.

7.4 VALIDITY: If any part of this Agreement is found invalid or unenforceable, the remainder shall be interpreted so as to reasonable effect the intention of the parties.

7.5 EXPORT: Each party agrees to comply with any applicable export control laws and regulations.

7.6 TRAVEL: When LinProfs Engineers are to travel outside The Hague (The Netherlands) for to support the Customer, a fee is charged per kilometer (from LinProfs' office).