MicroVision Customer Agreement (Germany)

MICROVISION CUSTOMER AGREEMENT (GERMANY)

Last revised: January 9, 2025

This MicroVision Customer Agreement (Germany) applies only to customers incorporated in Germany.

This MicroVision Customer Agreement (Germany) (together with the applicable Order Form (defined below), this “Agreement”) is made and entered into between MicroVision, Inc. (or the applicable MicroVision, Inc. affiliate specified on the applicable Order Form) (“MicroVision”) and Customer (defined below). Each of MicroVision and Customer is a “Party” and together, the “Parties.”

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, EXECUTING AN ORDER FORM OR OTHER DOCUMENT THAT REFERENCES THIS AGREEMENT OR USING (OR MAKING ANY PAYMENT FOR) ANY TECHNOLOGY, YOU AGREE TO THIS AGREEMENT ON BEHALF OF THE ORGANIZATION, COMPANY, OR OTHER LEGAL ENTITY FOR WHICH YOU ACT (“Customer”) AND REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND CUSTOMER AND ITS AFFILIATES (DEFINED BELOW) TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE ANY SOFTWARE OR RECEIVE ANY TECHNOLOGY.

1.        STRUCTURE

This Agreement sets forth the terms and conditions on which MicroVision may make available to Customer certain lidar sensors, gateways or other hardware products (“Hardware”) and Software (defined below) as expressly identified in a quote, order form, statement of work, or other ordering document that (a) is signed by or otherwise expressly agreed to by the Parties and (b) expressly references and incorporates this Standard Customer Agreement (each, an “Order Form”). Each Order Form is non-cancellable, subject to the terms of, and is deemed incorporated into, this Agreement. Any conflict between an Order Form or Sections 1–7 of this Agreement (the “Standard Terms”) will be resolved according to the following order of precedence: (1) the Order Form and (2) the Standard Terms. ““Technology” refers to Hardware and Software to the extent ordered under the applicable Order Form. USE AND PROVISION OF MICROVISION TECHNOLOGY

1.1.          Intellectual Property and Licenses

a.        License Grant for Software. Subject to Customer’s compliance with this Agreement, MicroVision hereby grants Customer, a non-exclusive, non-transferable, non-sublicensable, perpetual, worldwide license to use the object code version of computer programs incorporated, installed, embedded or otherwise provided by MicroVision for use in connection with the Hardware (the “Software”) provided under the terms of this Agreement in accordance with all applicable Documentation and the restrictions set forth in this Agreement (including the applicable Order Form). This license grant in this Section 1.1.(a) is the “Software License.”

b.        License Grant for SDKs. If an Order Form indicates that Customer will receive a license to an SDK, then, subject to Customer’s compliance with this Agreement and the applicable limitations in this Agreement, MicroVision hereby grants to Customer, during the applicable License Term, a non-exclusive, perpetual, non-transferable, non-sublicensable right and license under MicroVision’s rights in the Licensed SDK to (i) use the object code libraries, application programming interfaces (each, an “API”), and Documentation specified in the Licensed SDK solely to enable applications and (ii) modify any sample code included within the Licensed SDK in accordance with the Documentation included in the Licensed SDK and subject to any restrictions and limitations specified in that Documentation.

c.         Intellectual Property. All intellectual property rights, including but not limited to copyrights, trademarks, trade secrets, and patents, developed or used in connection with this Agreement shall remain the exclusive property of MicroVision, unless otherwise explicitly agreed in writing in an Order Form. MicroVision grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such intellectual property solely for the purpose of utilizing products provided under this Agreement.

d.        Documentation. To the extent Technology is accompanied by any MicroVision-provided user manuals, help files, specification sheets, KPI reports or other documentation, in whatever form, relating to that Technology that are generally provided by MicroVision to its customers in connection with the Technology (“Documentation”), MicroVision hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable right and license under MicroVision’s rights in the Documentation to use such Documentation solely to enable Customer to exercise its rights under the applicable license(s) as set forth in this Agreement.

1.2.          Hardware

a.               Shipment and Title. MicroVision reserves the right in its sole discretion to allocate inventories and current production of Hardware when it determines such allocation is necessary and to ship a Hardware order in installments. Partial shipments may be invoiced as made. Scheduled shipping dates are approximate only and MicroVision may ship up to two weeks in advance of or after the scheduled shipping date. Transportation charges will be collected from Customer, or if prepaid by MicroVision, will be subsequently invoiced to Customer. All sales of Hardware are FCA (Incoterms 2020) Customer’s point of delivery. All risk of ownership and, subject to Customer’s payment of all applicable fees, title to Hardware pass to Customer at the time of delivery. Upon delivery of the Hardware, Customer will be deemed to have accepted the Hardware unless within 90 days of delivery (“Inspection Period”), Customer rejects any or all of the Hardware (or licensed Software) that are not strictly in conformance with the requirements of this Agreement or the applicable Order Form, including Documentation, and Customer will notify MicroVision in writing of such rejection within the Inspection Period.  At Customer's election and at MicroVision's risk and expense, all such Hardware will be returned to MicroVision for immediate refund, repair, replacement, or other correction and redelivery to Customer within such reasonable time as Customer may require.  All actual and documented costs, expenses, and loss of value incurred by Customer as a result of or in connection with nonconformance and repair, replacement, or other correction may be recovered from MicroVision by equitable price reduction, set-off, or credit against any amounts which may be owed to MicroVision under this Agreement, the applicable Order Form or otherwise.

1.3.          Rescheduling

a.        Milestone and delivery dates are binding. Customer may reschedule a Hardware shipping date one time, provided that written notice is provided to MicroVision at least 30 calendar days prior to the originally scheduled shipment date and that the rescheduled shipping date falls within the same calendar quarter.

1.4.          Perpetual Licenses

Perpetual Licenses. The following terms apply to Perpetual Licenses (Licenses granted on a perpetual basis):

i.         Software licensed as a Perpetual License is limited to use by one of the following (each a “Single User License”): (1) a human person that directly logs into Software on a personal computer (“PC”); (2)  nonhuman devices sold to Customer under this Agreement (e.g., Electronic Control Units, sensors, etc.) or software system; or (3) third-party application that indirectly uses or accesses Software (including the exchange of data with Software). For avoidance of doubt, each single direct/indirect access to or direct/indirect use of Software requires a separate Single User License.

ii.        Any qualification system or training system may be used by Customer’s authorized representatives for training, testing, sandbox use, or conflict resolution, provided that such training, testing, sandbox use, or conflict resolution is not used for production purposes. The number of Single User Licenses will be set forth in the Order Form.

1.5.          Evaluation Software or SDK. 

If an Order Form indicates that Customer will receive Software for evaluation or proof-of-concept purposes, then Customer may use that Software or SDK only for the purpose of evaluating the functions and performance of that Software or SDK, solely for the designated time period of the evaluation or trial, and subject to any additional usage restrictions specified on the applicable Order Form. Customer acknowledges that evaluation or proof-of-concept versions of Software or SDKs may be automatically disabled upon expiration of the designated trial period (at the end of which Customer’s right to use that Software or SDK under the applicable Order Form also expires), and any data stored in or in connection with that Software may become unavailable at that time. If an “Evaluation License” granted for free with respect to any Software or SDK, the warranty and liability regime shall be subject to the applicable statutory provisions.

1.6.          Restrictions.

 Except as otherwise explicitly provided in this Agreement or as may be expressly permitted by applicable law, Customer will not, and will not permit or authorize third parties (or other persons not authorized by this Agreement) to: (a) rent, lease, or otherwise use Technology or Documentation; (b) use Technology, which is provided on a non-perpetual basis and is not Hardware, to provide services to third parties (e.g., as a service bureau); (c) circumvent or disable any security or other technological features or measures of Technology or use the product in a manner that MicroVision reasonably believes poses a threat to the security of MicroVision-controlled computer systems; (d) modify, translate, reverse engineer, decompile, disassemble, or otherwise derive the source code or the underlying ideas, algorithms, structure, or organization from Software or Firmware (except that if such a prohibition is not permitted pursuant to applicable law, Customer will provide MicroVision written notice prior to undertaking any such reverse engineering, and shall give MicroVision a reasonable amount of time to provide any interface or other information required by law prior to commencing such activities); or (e) use or access any Technology in a manner that materially impacts or burdens MicroVision or MicroVision’s servers and other computer systems, or that interferes with MicroVision’s ability to make available any products or services to any third party.

1.7.          Third-Party Software. 

To the extent that Software or an SDK includes or is accompanied by third-party software or other products (e.g., cloud hosting instances or data analysis tools) that MicroVision provides to Customer or that is otherwise identified in the Documentation as being required to properly use such Software (“Third-Party Software”), the Third-Party Software and their use by Customer are subject to all license and other terms that accompany such Third-Party Software provided or made available by MicroVision or the Third-Party Software provider so long as all such terms are provided in advance to Customer in writing. Customer will abide by and comply with all such terms. Software may include code and components licensed under an open source license.

1.8.          Compliance with Laws. 

Customer will use Technology, except for Perpetual Licenses or Hardware, SDKs, and Documentation in compliance with all applicable laws and regulations.

1.9.          Protection against Unauthorized Use. 

Customer will use commercially reasonable efforts to prevent any unauthorized use of Technology, except for Perpetual Licenses or Hardware, and Documentation and will immediately notify MicroVision in writing of any unauthorized use of which Customer becomes aware. Customer will immediately terminate any unauthorized use by persons having access to Technology, except for Perpetual Licenses or Hardware, or Documentation through Customer.

1.10.       Feedback. 

If Customer provides any feedback to MicroVision concerning the functionality and performance of Technology or any Documentation (including identifying potential errors and improvements), Customer hereby assigns to MicroVision all right, title, and interest in and to the feedback, and MicroVision is free to use the feedback without payment or restriction. If MicroVision provides any feedback to Customer concerning the functionality and performance of Customer’s system or any component thereof, including without limitation its autonomous robots, MicroVision hereby assigns to Customer all right, title, and interest in and to the feedback, and Customer is free to use the feedback without payment or restriction. 

1.11        Confidentiality.

a.                      MicroVision shall keep confidential all designs, writings, documents, models, films, blocks, die-cuts, plans, specifications, blueprints, equipment systems, drafts, samples, fabrication materials, models, data carriers, prototypes, illustrations, drawings, calculations, knowledge, and any other documents or materials made available to it by Customer (collectively, including any copies or duplicates thereof, the “Documents”).  MicroVision shall not allow third parties (including sub-suppliers) access to Documents without Customer’s prior written consent.  MicroVision must refrain from using Documents for any purpose other than those agreed to by Customer in writing. 

b.                     All of the Documents and Confidential Information (including but not limited to copies, sketches or notes) must be returned to Customer without undue delay upon request by Customer, but in no event later than the termination or completion of the Order.  Customer is entitled to request return of the Documents and Confidential Information at any time.  MicroVision must comply with any such request as it has absolutely no rights of retention of (or liens on) the Documents and Confidential Information.

c.                      Anything produced by MicroVision either from the Documents, the Confidential Information, any item originating from (or commissioned by) Customer, or from any information designated as confidential, may only be used by the MicroVision for the purpose allowed in the Order.  MicroVision may not, without Customer’s prior written consent, offer or deliver such to any third party.

2.        FEES AND PAYMENT

2.1.          Payment of Fees. 

In consideration of the grant of the applicable license(s) pursuant to this Agreement, Customer will pay MicroVision the fees and any other amounts owing under this Agreement as specified in the applicable Order Form, including, where applicable, any early termination fees specified on the Order Form. Unless otherwise specified in such Order Form, Customer will pay all undisputed amounts due within 30 calendar days of the date of receipt of the applicable invoice. Any undisputed amount not paid when past due and not paid within thirty (30) days of the date of notice of such past due amounts from MicroVision will be subject to the highest rate permitted by applicable usury law, determined and compounded daily from the date due until the date paid. With respect to Software licensed on a basis other than as a Perpetual License, the license fees due for additional subscription terms, volume usage, or other license fee arrangements are due as specified on the Order Form or, where applicable or if not otherwise specified, MicroVision’s then-current price list for the applicable Software.

2.2.          Taxes. 

Other than income taxes imposed on MicroVision, Customer will bear all taxes, tariffs, duties, and other governmental charges (collectively, “Taxes”) resulting from this Agreement. Any such Taxes imposed upon MicroVision will be invoiced to Customer for payment.  Customer will pay any additional Taxes as are necessary to ensure that the net amounts received by MicroVision after all such Taxes are paid are equal to the amounts to which MicroVision would have been entitled in accordance with this Agreement if such additional Taxes did not exist.

3.        MAINTENANCE AND SUPPORT

3.1.          Maintenance Duties. 

For so long as Customer is current in the payment of all applicable fees and is otherwise in compliance with this Agreement, MicroVision will provide Maintenance and Support (defined below) for the Software as specified in this Section 3.

3.2.          Maintenance and Support Services. 

“Maintenance and Support” means that, for a period of three (3) months following Customer’s acceptance of the Technology (the “Free Maintenance and Support Term”), MicroVision will provide the following to Customer: telephone assistance with respect to the Software, including (i) clarification of functions and features of the Software; (ii) clarification of Documentation pertaining to the Software; (iii) guidance in the operation of the Software; and (iv) error verification, analysis and correction to the extent possible by telephone. Following the Free Maintenance and Support Term, MicroVision shall provide the Maintenance and Support, if ordered under a purchase order, at a price and terms to be mutually agreed upon.  Such price shall, in no event, exceed MicroVision's standard price for the provision of similar services.

3.3.          Exclusions. 

Maintenance and Support does not include services requested as a result of, or with respect to, the following, and any services requested as a result thereof will be billed to Customer at MicroVision’s then-current rates: (a) accident; unusual physical, electrical or electromagnetic stress; neglect; misuse; failure of electric power, air conditioning or humidity control; failure of rotation media not furnished by MicroVision; operation of the Software with other media not meeting or not maintained in accordance with the manufacturer’s specifications; or causes other than ordinary use; (b) improper installation by Customer or use of the Software that deviates from any operating procedures established by MicroVision in the applicable Documentation; (c) actual or attempted modification or alteration of or addition to Software undertaken by persons other than MicroVision or its authorized representatives; or (d) software or technology of any party other than MicroVision.

3.4.          Responsibilities of Customer. 

MicroVision’s Maintenance and Support obligations, as may be applicable, are subject to Customer doing the following: (a) provide supervision, control, and management of the use of the Software; (b) implement procedures for the protection of information and the implementation of backup facilities if there are errors or malfunction of the Software; (c) document and promptly report all errors or malfunctions of the Software to MicroVision; (d) take all steps necessary to carry out procedures for the rectification of errors or malfunctions within a reasonable time after those procedures have been received from MicroVision; (e) maintain a current backup copy of all programs and data; and (f) properly train its personnel in the use and application of the Software and the equipment on which it is used.

4.        TERM AND TERMINATION

4.1.          Term. 

This Agreement, with respect to the applicable Order Form, will take effect on the date specified in the Order Form (or, if no date is specified, the date of the second of MicroVision’s and Customer’s respective signatures (or other indication of acceptance) on the Order Form) (the “Effective Date”) and will remain in force until terminated in accordance with this Agreement (the “Term”).

4.2.          Order Term. 

Unless earlier terminated in accordance with this Agreement or the applicable Order Form, each Order Form will be in effect for the initial term specified in such Order Form (“Order Term”).

4.3.          Termination for Material Breach. 

Either Party may terminate this Agreement or one or more Order Forms, if the other Party does not cure its material breach of this Agreement or the applicable Order Form(s) within 30 calendar days of receiving written notice of the material breach from the non-breaching Party. Termination in accordance with this Section 4.3 will take effect when the breaching Party receives written notice of termination from the non-breaching Party, which notice must not be delivered until the breaching Party has failed to cure its material breach during the 30-calendar day cure period. Notwithstanding the foregoing, MicroVision may immediately terminate this Agreement upon notice to Customer if MicroVision reasonably believes that Customer has violated this Agreement or has otherwise taken any action that threatens or challenges MicroVision’s intellectual property rights, including rights in and to any Technology. Without limiting any other provision of this Section, if Customer fails to timely pay any fees, MicroVision may, without limitation to any of its other rights or remedies, suspend access to Software or performance of Maintenance and Support under the relevant Order Forms the Customer’s payment default refers to until it receives all amounts due.

4.4.          Post-Termination Obligations. 

If this Agreement is terminated for any reason, (a) Customer will pay to MicroVision any fees or other amounts that have accrued prior to the effective date of the termination, and (b) any and all liabilities accrued prior to the effective date of the termination will survive.

4.5.          Termination for important reason.

 Each Party may terminate this Agreement or an Order Form with immediate effect for important reasons.

4.6.          Survival. 

Notwithstanding anything to the contrary herein, Sections 1, 1.6, 1.8, 1.9, 1.10, 2.1, 2.2, 4.1, 4.4, 4.6, 6, and 7 will survive termination or expiration of this Agreement.

5.        WARRANTIES

5.1.          Warranties for Perpetual Licenses. 

MicroVision hereby warrants, for the benefit of Customer only, that Technologyprovided on a perpetual basis will conform to the applicable Documentation (the “Warranty”) during the Warranty Period (defined below), provided that the Warranty will not apply to failures to conform to the applicable Documentation to the extent such failures arise, in whole or in part, from any modification of the applicable Technology by Customer or any third party or any combination of the applicable Technology with APIs, other software or hardware, or other technology not provided by MicroVision under the applicable Order Form. If notified in writing by Customer during the Warranty Period of a negative deviation from the applicable Documentation, MicroVision will, at its sole option, either (a) remedy the deviations, at no cost to Customer and within a reasonable time, or (b) replace the defective Technology. MicroVision is not responsible for any defect or error not reported during the Warranty Period or any defect or error caused by any Technology that Customer has modified, misused, or damaged.

5.2.          Warranties for non-perpetual licenses. 

MicroVision warrants that Software provided on a non-perpetual basis will perform in all material respects as set out in MicroVision’s relevant specification throughout the License Term of the applicable Order Form, provided that MicroVision shall not be liable for initial defects (anfängliche Mängel) as contemplated by § 536a (1), variant 1 of the German Civil Code.

5.3.          Warranty Period. 

Customer’s warranty claims against MicroVision shall expire after twelve (12) months (the “Warranty Period”), provided that instead statutory limitation period shall apply in the case of intentional or fraudulent conduct, in the case of claims under the Product Liability Act and in the case of personal harm or death.

5.4.          Mutual Warranties. 

Each Party represents and warrants to the other that: (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such Party in accordance with its terms and (b) no authorization or approval from any third party is required in connection with such Party’s execution, delivery, or performance of this Agreement.

6.        LIMITATIONS OF LIABILITY

6.1.          Limitations. 

Each Party is liable without any limitation for damages (i) with respect to injury to health, body or life or (ii) that result from willful misconduct or gross negligence of the relevant Party, its representatives or agents in the performance of the contractual obligations. The same applies to damages which result from the absence of a quality which was guaranteed by the relevant Party. Except for cases covered in sentence no. 1 (i) or sentence no. 2, each Party will be liable in the case of slight negligence only if an obligation is violated that is of essential importance for the proper performance of an agreement (“cardinal obligation”) and the other Party may rely on the fulfilment of this obligation. Each Party’s liability according to the German Product Liability Act remains unaffected. Any further liability is excluded.

6.2.          Expiration. 

Damage compensation claims expire within twelve (12) months, provided that statutory limitation period applies to (i) damages caused intentionally or with gross negligence; (ii) in case of a breach of a guarantee or personal harm or death; or (iii) claims according to the Product Liability Act.

7.        MISCELLANEOUS

7.1.          Entire Agreement. 

This Agreement, including all exhibits, is the final and complete expression of the agreement between these Parties regarding the subject matter hereof. This Agreement supersedes, and the terms of this Agreement govern, all previous oral and written communications regarding these matters, all of which are merged into this Agreement, except that this Agreement does not supersede any prior nondisclosure or comparable agreement between the Parties executed prior to this Agreement being executed, nor does it affect the validity of any agreements between the Parties relating to other products or services of MicroVision that are not described in an Order Form and with respect to which Customer has executed a separate agreement with MicroVision that remains in effect. No employee, agent, or other representative of MicroVision has any authority to bind MicroVision with respect to any statement, representation, warranty, or other expression unless the same is specifically set forth in this Agreement. No usage of trade or other regular practice or method of dealing between the Parties will be used to modify, interpret, supplement, or alter the terms of this Agreement. This Agreement may be changed only by a written agreement signed by an authorized agent of the Party against whom enforcement is sought. MicroVision will not be bound by, and specifically objects to, any term, condition, or other provision that is different from or in addition to this Agreement (whether or not it would materially alter this Agreement) that is proffered by Customer in any purchase order, receipt, acceptance, confirmation, correspondence, or otherwise, unless MicroVision specifically provides a written acceptance of such provision signed by an authorized agent of MicroVision.

7.2.          Non-assignment

 Binding Agreement. Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by either Party, in whole or in part, whether voluntary or by operation of law, including by way of sale of assets, merger or consolidation, without the prior written consent of the other Party. Either Party may assign this Agreement in connection with a change of control or to the direct or indirect acquirer of a majority of such Party’s stock or assets relating to the applicable Technology. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the Parties and their respective successors and assigns.

7.3.          Relationship. 

MicroVision will be and act as an independent contractor (and not as the agent or representative of Customer) in the performance of this Agreement.

7.4.          Written Form. 

All legal notices (including in particular notifications of termination), approvals, consents and waivers under the terms of this Agreement or any Order Form (each, a “Notice”) shall be in writing or transmitted via an electronic delivery service that complies with the Regulation (EU) No 910/2014 of the European Parliament of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC (eIDAS Regulation).

7.5.          No Warranties. 

No employee, agent, representative, or affiliate of MicroVision has authority to bind MicroVision to any oral representations or warranty concerning Technology. Any written representation or warranty not expressly contained in this Agreement will not be enforceable.

7.6.          Force Majeure. 

Each Party will be excused from any delay or failure in performance hereunder, other than the failure to make payments when due, caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited to acts of God, earthquake, labor disputes and strikes, riots, war and governmental requirements, any kind of pandemics (statements/recommendations by the Foreign Office/WHO are considered indicative, e.g. such as for COVID-19) or epidemics (each a “Force Majeure Event”), that were not foreseeable at the time of conclusion of the Agreement / Order Form. The obligations and rights of the Party so excused will be extended on a day-to-day basis for the period of time equal to that of the relevant Force Majeure Event; provided however that (i) the affected Party gives prompt written notice to the other Party and takes commercially reasonable steps to mitigate the effects of the applicable Force Majeure Event, and (ii) after a delay of ninety (90) calendar days or more after the affected Party’s notice, either Party may terminate this Agreement or Order Form upon written notice to the other given in accordance with the notice provisions hereof.

7.7.          Severability. 

If any term, condition, or provision in this Agreement is found to be invalid, unlawful, or unenforceable to any extent, the Parties will endeavor in good faith to agree to such amendments that will preserve, as far as possible, the intentions expressed in this Agreement. If the Parties fail to agree on such an amendment, such invalid term, condition, or provision will be severed from the remaining terms, conditions and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law.

7.8.          Export. 

Customer acknowledges that Customer’s use of MicroVision’s Technology can be subject to US export laws.

7.9.          Counterparts. 

This Agreement may be executed in counterparts, each of which so executed will be deemed to be an original and those counterparts together will constitute one and the same agreement.

7.10.       Governing Law. 

This Agreement will be interpreted and enforced in all respects in accordance with the local laws of Germany, without reference to its conflicts of law rules and the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods. Exclusive personal jurisdiction of the courts shall be Hamburg to the permitted extent.

7.11.       Interpretation. 

For purposes of this Agreement, (a) the words “include,” “includes” and “including” will be deemed to be followed by the words “without limitation”; (b) the words “such as”, “for example” “e.g.” and any derivatives of those words will mean by way of example and the items that follow these words will not be deemed an exhaustive list; (c) the word “or” is used in the inclusive sense of “and/or” and the terms “or,” “any,” and “either” are not exclusive; (d) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole; (e) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (f) whenever the context may require, any pronouns used in this Agreement will include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns will include the plural, and vice versa. The headings set forth in this Agreement are for convenience of reference purposes only and will not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof. References to “$” and “dollars” are to the currency of the United States of America. References to “€” and “euros” are to the currency “EURO”. Any law defined or referred to herein means such law as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor laws.

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