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Estonian Centre for Defence Investment Kungens kurva den 14 februari 2022 Quote Charon-VAX Dectime Systems AB has hereby the pleasure to give you our proposal - GOLD support 2022 Customer Quote - Charon-VAX GOLD support Proposal No: 22-0214-01/her Estonian Centre for Defence Investment Date : februari 14 2022 Att: Asko Kivinuk Järve 34A Tallinn 11314 Installation site Estonia Estonian Centre for Defence Investment VAT # EE101936361 Järve 34A Tallinn 11314 Estonia [email protected] Tel: +372 717 0435 +372 5344 1414 # Art # Description Price ea Total 1 CHVX-221-UD-WI GOLD Support for one CHARON-VAX/XM Plus 3.210 Euro 3 9 630 Euro for Windows license for one year. Renewable License # 1004951, 1004952, 1004953. Expiration date: 2022-03-31 Note: Total - Sum 9 630 Euro Dectime Systems AB Lammholmsbacken 278, SE-143 47 VÅRBY Sweden Moms reg nr / VAT# Org nr Telefon Fax Bankgiro Godkänd för F-skatt SE556680652601 556680-6526 08-740 46 00 No Fax 5378-8444 Styrelsen har sitt säte i Stockholm GOLD Support GOLD SUPPORT is a service agreement on your Charon software, this agreement gives the customer the right to receive software upgrades per purchased license for free and, if necessary during the GOLD support contract period of existing Charon installations to the latest emulator software version; provided by the software developer STROMASYS SA Contact takes place via mail or telephone, appointment time for help or troubleshooting commencement is maximized to 24 hours during normal working days, taking into account accepted holidays (Switzerland and Sweden) and the day before the holiday. On site setting for troubleshooting or upgrade work or installation and migration of OpenVMS systems is not included in the agreement or quote, but can be ordered separately at any time for execution to current account. Annual subscription, renewal every year First line support Charon GOLD support deal in the Nordic and the Baltic countries is supplied by Dectime Systems AB contact; via mail to: [email protected] or by phone +46 8 740 46 00 Second line support It’s provided by the developer STROMASYS SA in Geneva, or by a designated service organization - STROMASYS SA. Support & distribution center, Genevé Switzerland phone: +41 22 794 1070 or email to: [email protected] Alternatively, after customer registration for login to your own customer account at STROMASYS support portal for support assistance via own login to; http://portal.stromasys.com - mail registration and application at: [email protected] Dectime Systems AB Lammholmsbacken 278, SE-143 47 VÅRBY Sweden Moms reg nr / VAT# Org nr Telefon Fax Bankgiro Godkänd för F-skatt SE556680652601 556680-6526 08-740 46 00 No Fax 5378-8444 Styrelsen har sitt säte i Stockholm Other Reservations are made for any. adaptation and possible deficiencies in the infrastructure environment; such as networks, wiring, power supply, cooling, etc. this responsibility handled by the customer Order will be delivered only upon receive of written purchase order including VAT number and invoice address and delivery address, time from order to delivery is maximized to 10 calendar days. Dectime applies the ABDAKA-93 agreement terms and the (swe) AVTAL-90 in applicable part. All invoicing from Dectime Systems AB due to 30days netto. Interest on lack of payment is paid at a (Swe)discount of + 8%. Prices freely refer to our stock, Kungens Kurva. No software or documents supplied. Our invoice refer to valid support deal. Orders must be in writing; stating VAT registration number as well as the billing address and delivery address All prices quoted are exclusive of VAT. This offer is valid until march 10, 2022 Note: This quote is issued to Estonian Centre for Defence Investment Tallinn, Estonia and my NOT be shown to third party. Kungens kurva den februari 14 2022 Dectime Systems AB Arne Hermansson …………………………………………………… Arne Hermansson Mobil +46 708 63 20 35 [email protected] http://www.dectime.se The CHARON name / logo is a trademark of Stromasys SA. VAX, VMS and OpenVMS are trademarks of VSI VMS Software inc.. Windows is a registered trademark in the United-States and other countries, licensed exclusively through Microsoft Corporation, USA. Intel and Pentium II (III) are registered trademarks in the United States and other countries, licensed exclusively through Intel Corporation, USA. All other trademarks and registered trademarks are the property of their respective holders. Dectime Systems AB Lammholmsbacken 278, SE-143 47 VÅRBY Sweden Moms reg nr / VAT# Org nr Telefon Fax Bankgiro Godkänd för F-skatt SE556680652601 556680-6526 08-740 46 00 No Fax 5378-8444 Styrelsen har sitt säte i Stockholm  License Agreement and Terms & Conditions This is an agreement between Stromasys, the Licensor, This SOFTWARE and accompanying documentation party other than Stromasys without Stromasys prior and you, the Customer and or the Licensee; (including instructions for use) are provided "as is" written consent, but solely to the extent the alleged You acknowledge that you have read this License without warranty of any kind. Stromasys does not infringement is caused by such modification; (2) the Agreement and Terms & Conditions Agreement, warrant, guarantee, or make any representations SOFTWARE is combined with other non-Stromasys regarding the use or the results of the use of the products or process not contemplated by the understand it and agree to be bound by its terms and conditions. You also agree that this is the complete SOFTWARE or documentation in terms of correctness, Documentation, but solely to the extent the alleged accuracy, reliability or otherwise. The entire risk as to infringement is caused by such combination; (3) to any and exclusive statement of agreement between the parties and supersedes all proposals or prior the results and performance of the SOFTWARE is use of the SOFTWARE that is not authorized by the agreements, oral or written, and any other assumed by the Licensee. Documentation. communications between the parties relating to the Stromasys disclaims all other warranties, either If a claim under this Section is received by the Licensee, subject matter of this License, Terms and Conditions express or implied, including but not limited to the the Licensee will provide Stromasys: (i) prompt notice Agreement. implied warranties of merchantability and fitness for a of such claim giving (but in any event notice in particular purpose. No oral or written information or sufficient time for Stromasys to respond without 1 License Grant. advice given by Stromasys, its dealers, distributors, prejudice, but not later than 5 (five) days from receipt The Licensor grants to the Licensee, a non-exclusive agents or employees shall create a warranty or in any of such claim); (ii) the exclusive right to control and right to use the licensed functionality of the SOFTWARE way increase the scope of this warranty and the direct the investigation, defense, and settlement of Product (hereinafter the "SOFTWARE") in accordance Licensee may not rely on any such information or such claim; and (iii) all reasonable necessary with the terms contained in this License Agreement. advice. cooperation, at Stromasys’ expense. Unless the contrary is specifically indicated in the product specification, this License permits the Licensee Neither Stromasys nor anyone else who has been The Licensee acknowledges and agrees that this to run a single instance of the SOFTWARE on the involved in the creation, production or delivery of this License is applicable only to the SOFTWARE, and does computer. product shall be liable for any direct, indirect, not grant the Licensee the right to use any other consequential or incidental damages (including intellectual property of any third party. The Licensee 2 Ownership of SOFTWARE. damages for loss of business profits, business acknowledges and agrees that it is solely responsible Stromasys retains the copyright, intellectual property, interruption, loss of business information and the like) for obtaining any such rights, and that Stromasys is not title and ownership of the SOFTWARE and the written arising out of the use or inability to use such product granting any such rights, either implicitly or materials regardless of the form or media in or on even if Stromasys has been advised of the possibility of explicitly. Licensee shall indemnify and hold Stromasys which the original and other copies may exist. such damages. and its respective successors, officers, directors, Should any other warranties be found to exist, such employees, and agents harmless from and against any 3 Access and Transfers. and all actions, claims, losses, damages, liabilities, The Licensee defines who may access the licensed warranties shall be limited in duration to ninety (90) days following the date of delivery to the Licensee. In awards, costs, and expenses (including legal fees) SOFTWARE. The Licensee is permitted to transfer the no event will Stromasys' liability for any damages to the resulting from or arising out of: (i) any breach or SOFTWARE from one of its computers to another one claimed breach of the foregoing; or (ii) the Licensee’s of its computers provided the SOFTWARE is transferred Licensee or any other person exceed the amount paid for the license to use the SOFTWARE. unauthorized use of or infringement of any patent, without modification and the other computer’s copyright, trademark, trade secret or other intellectual configuration is similar in capacity and power and The Licensee acknowledges that they understand that property right of any third party. appropriate for the SOFTWARE as per its SOFTWARE this SOFTWARE is not designed or licensed for use in Product Description. The Licensee is not permitted to applications in hazardous environments such as 7 Export. transfer the SOFTWARE to a third party (a person or a operation of nuclear facilities, aircraft navigation or The Licensee agrees not to export or re-export company). control or life critical applications. Stromasys expressly products or any part thereof including media in any disclaims any liability resulting from the use of the form without obtaining the appropriate government 4 License Terms. SOFTWARE in any such applications and accepts no licenses, if required. The term is limited in time to a maximum of ten (10) years, this License is valid as long as the system date of liability in respect of any actions or claims based on the 8 Receiving /Disclosing Party's Duties. the computer used is set to the correct date according use of the SOFTWARE in any such applications by you. a. During the term of this Agreement and at all times to the Gregorian calendar. This License commences For the purpose of this paragraph the term “Life critical thereafter, the parties to this agreement may receive upon the installation of the SOFTWARE and expires at application” means an application in which the or exchange Confidential or Propriety Information. the time indicated by either the hardware License key, functioning or malfunctioning of the SOFTWARE may Either Party may become a Receiving Party; the party the License certificate or as embedded in the result directly or indirectly in physical injury or loss of that receives the confidential information, or SOFTWARE by means of a termination date or run-time human life. Disclosing Party; the party that discloses the limitation. This License terminates automatically 6 Intellectual Property Infringement. confidential information, of such information. The without notice from Stromasys upon the expiration of Stromasys shall defend, indemnify and hold the Receiving Party shall not disclose and shall maintain its term or if the Licensee fails to comply with any Licensee harmless from and against any third party the confidentiality of all Proprietary Information. The provision of this License. If the term of the License is claim alleging the infringement of any patent, Receiving Party shall use at least the same degree of classified as unlimited or perpetual and paid in full, the copyright, trademark or other intellectual property care to safeguard and to prevent disclosing Proprietary License will only terminate if the Licensee fails to right asserted against the Licensee by a third party Information to third parties as it employs to avoid comply with any provision of this License. Upon based upon Licensee’s authorized use of the unauthorized disclosure, publication, dissemination, termination of the License, the Licensee shall remove SOFTWARE. If the Licensee’s use of any of the destruction, loss, or alteration of its own information the SOFTWARE from its computer. SOFTWARE is, or in Stromasys’ opinion likely to be, (or information of its customers) of a similar nature, enjoined due to the type of infringement specified but not less than reasonable care. The Receiving Party 5 Limited Warranty. above, or if required by settlement, Stromasys will may disclose Proprietary Information to its employees Stromasys warrants the media on which the either: (a) substitute for the SOFTWARE substantially to the extent such disclosure is necessary for the SOFTWARE is furnished to be free of defects in material functionally similar programs and documentation; (b) performance of such employees' obligations or and workmanship, under normal use, for a period of procure for the Licensee the right to continue using the otherwise naturally occurs in such employees' scope of ninety (90) days following the date of delivery to the SOFTWARE; or if (a) and (b) are commercially responsibility, to the extent such obligations or scope Licensee. In the event of defects, Stromasys shall impracticable, (c) terminate the Agreement and refund are necessary or appropriate to carry out Receiving replace the defective media that has been returned to the license fees and maintenance fees paid by the Party’s obligations to the Disclosing Party. The Stromasys or the supplier with the Licensee’s dated Licensee as reduced to reflect the use of the Receiving Party assumes full responsibility for the acts invoice and is shown to be defective. In the event that SOFTWARE from the applicable license purchase date or omissions of such person or entity and must take all Stromasys is unable to replace defective media or prorated over a three (3) years period. reasonable measures to ensure that Proprietary functionality, Stromasys may, at its discretion only Information is not disclosed or used in contravention refund the price paid by the Licensee for the product The foregoing indemnification obligation of Stromasys of this Agreement. upon return of the License key and media. shall not apply: (1) if the SOFTWARE is modified by any b. The Receiving Party shall not (i) make any use or 1/2  License Agreement and Terms & Conditions copies of Proprietary information except as automatically for additional one (1) year period on transactions with Stromasys, such that the payment contemplated by this Agreement; (ii) acquire any right each anniversary date of the initial purchase date of received by Stromasys is as per the invoiced amount. A in or assert any lien against Proprietary Information; Support, unless Customer or Stromasys terminates Customer that is exempt from taxation is required to (iii) sell, assign, transfer, lease, or otherwise dispose of Support as provided below. provide valid certification to Stromasys’ Order Team Proprietary Information to third parties or supporting its claim of exemption. commercially exploit such information, including After the first year following provision of each Product, through derivative works; or (iv) refuse for any reason Customer may terminate its right to receive Support 13 License Dongle (if supplied). to promptly return Proprietary Information (including with respect to that particular Product (and its After a typical battery lifespan of (five) 5 – (six) 6 years, all copies thereof) to Disclosing Party if requested to do obligation to pay the fees associated with such a license dongle under Support can be exchanged by a so. Support) by providing Stromasys a written notice of the new license dongle with the same or, subject to the c. The Receiving Party shall not be considered to Customer’s intent not to renew such Support at least payment of Support fees as defined in this agreement, have breached its obligations under this Agreement for thirty (30) days prior to the expiration of the then- with a newer version of the product depending on the disclosing Proprietary Information as required to current yearly Support period. Stromasys will then Licensee’s needs. satisfy any legal, accounting, or regulatory issue an annual renewable license key/code to the Licensee with no Support. Any termination of Support 14 General Provisions. requirement of a competent government body, a. This Agreement shall be governed by and provided that, promptly upon receiving any such by Customer shall not result in a refund of any portion of the fees paid by Customer unless such termination construed, and the legal relations between the parties request and to the extent that it may legally do so, the shall be determined, in accordance with the laws of Receiving Party advises the Disclosing Party of the is due to a material breach of Stromasys’ obligations under the relevant License and Services Agreement Switzerland, without giving effect to the principles of Proprietary Information to be disclosed and the conflict of laws. The parties each hereby agree to the identity of the third party requiring such disclosure which is not cured within thirty (30) days of receipt of written notice thereof. exclusive jurisdiction of the courts of Switzerland and prior to making such disclosure in order that the the Federal Courts therein, and agree that a judgment Disclosing Party may interpose an objection to such After the first year following of the initial purchase of of such courts will be enforceable in any court of disclosure, take action to assure confidential handling Support, Stromasys may terminate its obligation to competent jurisdiction over any party. Any claim or of the Proprietary Information, or take such other provide Support (and its right to receive the payment dispute between the Customer and/or the Licensee action as it deems appropriate to protect the of fees associated with such Support) effective on any and Stromasys or against any agent, employee, Proprietary Information. anniversary date of the license date of the Products successor or assignee of Stromasys, whether related to d. In the event of any known possession, use, upon advance written notice to Customer. In addition, this Agreement shall be resolved by binding arbitration knowledge, disclosure, or loss of Proprietary Stromasys may terminate its obligation to provide in Geneva in accordance with the Swiss Rules of Information in violation of this Agreement, the Support at any time if Customer materially breaches International Arbitration. The parties hereby Receiving Party shall: (i) promptly notify Disclosing the relevant License Agreement or other Agreement or acknowledge that service of process of certified mail Party; (ii) promptly furnish to Disclosing Party all known any of the terms and conditions in writing between the return receipt requested, shall be deemed to be proper details and assist the Disclosing Party in investigating parties and fails to correct the breach within thirty (30) service of process. The Receiving Party further agrees and/or preventing the recurrence of such possession, days of receipt of a written notice thereof. that if service cannot be effected upon the Receiving use, knowledge, disclosure, or loss; (iii) reasonably Party at its then address, the Receiving Party hereby Should the Customer choose not to renew its Support cooperate with the Disclosing Party in any appoints the Secretary of State of Switzerland as its commitments, then the Customer may only reinstate investigation or litigation deemed necessary by the agent for service of process. Support by paying Stromasys one hundred percent Disclosing Party to protect its rights; and (iv) promptly b. This Agreement supersedes all prior (100%) of the Support fees for the period since use all commercially reasonable efforts to prevent understandings and negotiations, oral and written, and discontinuation to the restart date of Support and by further possession, use, knowledge, disclosure, or loss constitutes the entire understanding between the paying the annual Support Fees for a minimum of three of Proprietary Information in contravention of this parties on this subject. years from the restart date of Support. Agreement. The Receiving Party shall bear its own c. No waiver, modification, or amendment to this costs in complying with this subsection. 11 Conditions of sale. Agreement shall be binding upon the parties unless it The sale of any products or services ordered by the is in writing signed by an authorized representative of 9 Partnership. Customer is expressly conditioned upon the terms and the party against whom enforcement is sought. a. Either party may, at any time, discontinue conditions contained or referred to herein. Any d. Nothing in this Agreement or any disclosure made discussions regarding the potential of using the other additional or different terms and conditions set forth in hereunder shall be deemed to grant to Receiving party's resources and/or expertise in certain future the Customer's purchase order or other Party, by implication, estoppel or otherwise, license business relationships, at which time the Receiving communication will not be binding upon Stromasys rights, ownership rights or any other intellectual Party shall immediately return to the Disclosing Party unless specifically agreed to in writing by Stromasys. property rights in any Proprietary Information. or, if permitted by the Disclosing Party, destroy and so Any order or authorization by the Customer, whether Receiving Party may not assign any of its obligations certify to the Disclosing Party, all Proprietary written or oral, to furnish products or services or under this Agreement. Information in any form, and retain no copies; provided licensing of SOFTWARE shall constitute acceptance of e. The Receiving Party shall defend, indemnify, and that auditors performing audit functions may retain these terms and conditions. hold harmless Disclosing Party from and against any their work papers. Any SOFTWARE provided hereunder shall be subject to claims, loss, damages, liabilities, and penalties, b. Notwithstanding Section 9.a. above, the this Agreement. including but not limited to reasonable attorneys’ fees obligations to maintain confidentiality, the restrictions on use, disclosure, duplication, protection, and security and expenses, arising out of or relating to a breach of 12 Payment terms & Taxes. of Proprietary Information and indemnification for this Agreement by the Receiving Party. The Receiving Payment terms are net thirty (30) days from the date breach thereof by Receiving Party shall survive the Party agrees that in the event of a breach or of the invoice and can be made either electronically rescission, termination, or completion of this threatened breach by the Receiving Party of the (preferred method) or by check. In the event that an Agreement, and remain in full force and effect until provisions of this Agreement the Disclosing Party may electronic payment is made, each transaction must such Proprietary Information, through no fault of have no adequate remedy in money damages and include a remittance. Receiving Party, becomes part of the public domain accordingly, shall be entitled to an injunction in or until two (2) years after date of termination or addition to any other legal or equitable remedies to Payment for renewed support must be made no later rescission, whichever comes first. enforce the terms of this Agreement without the need than the support renewal start date. In the event, to post a bond or surety of any kind. Any breach or payment is made after the support renewal start date, 10 Conditions of Support. threatened breach of this Agreement by the Receiving Stromasys reserves the right to add a surcharge to the Support (and the fees associated therewith) for the Party's agents, directors, or employees shall be the support fees. first year following purchase of Support is mandatory joint and several responsibility of the Receiving Party. and non-cancelable. Following the expiration of the Customer shall be responsible for the payment of all initial period for Support, the Customer’s right to Date: 14th September 2016 applicable state and/or local sales, use, withholding receive Support (and its obligation to pay the fees This version supersedes all previous versions. and/or gross receipts tax receipts resulting from its associated with such Support) shall renew 2/2 Mr Arne Hermansson Dectime System AB [email protected] 18.03.2022 nr 10-2/22/1165-1 Purchase Order Estonian Centre for Defence Investment would like to order licence according to your Proposal No. 22-0214-01/her. Total price is 9 630,00 euros without VAT. The license will be forwarded to the contact person no later than 31.03.2022. Delivery: Naval Base of the Estonian Defence Forces, Miinisadama 4, 10416 Tallinn, ESTONIA. Contract person: Toomas Auväärt, email: [email protected], phone no +372 516 6572. The invoice shall be submitted in PDF-format to the e-mail address [email protected] (copy to [email protected]). The invoice shall be marked: - Payer: Estonian Centre for Defence Investment, registry code 70009764, address Järve 34a, 11314 Tallinn, Estonia; - Contract person`s name: Lehti Peri; - Number of this Purchase Order OTE-0055039; - The Value Added Tax identification number of the issuer of the invoice and Estonian Centre for Defence Investment (EE101936361); - Name of the Goods. Respectfully, Lehti Peri Procurement Department Procurement and Purchasing Bureau Purchase Project Manager Appendix: Proposal No 22-0214-01/her [email protected] Järve 34a / 11314 Tallinn / Estonia / +372 717 0400 / [email protected] / www.ecdi.ee Registration code 70009764