END USER LICENSE AGREEMENT (EULA) This End User License Agreement (the “Agreement”) governs the access to and use of the A2Z™. This document constitutes a binding agreement between you (“you” or “Customer”) and Nous Infosystems Inc. (“Nous”, “Publisher”, “we”, “us” or “our”), from which you are procuring Offerings, and governs your use of the Offerings purchased. By agreeing to these terms, you represent and warrant that you have the authority to accept this agreement, and you also agree to be bound by its terms. This Agreement applies to all Orders entered into under this Agreement. Definitions. a)“Application” is a tool developed by Nous (‘A2Z™’) which aides in discovery and migration of existing AWS workloads to Azure. b)“Affiliate” is a legal entity that controls, is controlled by, or is under common control with a party. c)“End User” means any person Customer permits to use an Offering or access Customer Data. d)“Offering” means all services, websites (including hosting), solutions, platforms, and products identified in an Order and that Publisher makes available under or in relation to this Agreement, including the software, equipment, technology, and services necessary for Publisher to provide the foregoing. Offering availability may vary by region. e)“Order” means an ordering document used to transact the Offering. f)“Personal Data” means any information relating to an identified or identifiable natural person. g)“use” means to copy, download, install, run, access, display, use or otherwise interact with. I. License to Offerings. a)License grant. Offerings are licensed and not sold. Upon acceptance of an Order, and subject to the terms and conditions of this Agreement, Publisher grants Customer a nonexclusive and limited license to use the ordered Offerings. These licenses are solely for Customer’s own use and business purposes and are nontransferable except as expressly permitted under this Agreement or applicable law. b)Duration of licenses. Licenses granted on a subscription basis expire at the end of the applicable subscription period set forth in the Order, unless renewed. c)End Users. Customer will control access to and use of the Offerings by End Users and is responsible for any use of the Offerings that does not comply with this Agreement. d)Affiliates. Customer may order Offerings for use by its Affiliates. If it does, the licenses granted to Customer under this Agreement will apply to such Affiliates. Customer will remain responsible for all obligations under this Agreement and for its Affiliates’ compliance with this Agreement and any applicable Order(s). e)Reservation of Rights. Publisher reserves all rights not expressly granted in this Agreement. Offerings are protected by copyright and other intellectual property laws and international treaties. No rights will be granted or implied by waiver or estoppel. Rights to access or use Offerings on a device do not give Customer any right to implement Publisher’s patents or other intellectual property in the device itself or in any other software or devices. Customer acknowledges that it acquires no ownership interest in the licensed offering. f)Restrictions. Except as expressly permitted in this Agreement, Documentation or an Order, Customer must not (and is not licensed to): 1.copy, modify, reverse engineer, decompile, or disassemble any Offering, or attempt to do so; 2.install or use any third-party software or technology in any way that would subject Publisher’s intellectual property or technology to any other license terms; 3.work around any technical limitations in an Offering or restrictions in Documentation; 4.separate and run parts of an Offering on more than one device; 5.upgrade or downgrade parts of an Offering at different times; 6.use an Offering for any unlawful purpose; 7.transfer parts of an Offering separately; or 8.distribute, sublicense, rent, lease, or lend any Offerings, in whole or in part, or use them to offer hosting services to a third party. g)Feedback. Any feedback is given voluntarily, and the provider grants to the recipient, without charge, a non-exclusive license under provider’s owned or controlled non-patent intellectual property rights to make, use, modify, distribute, and commercialize the feedback as part of any of recipient’s products and services, in whole or in part and without regard to whether such feedback is marked or otherwise designated by the provider as confidential. II. Privacy. a)EU Standard Contractual Clauses. To the extent applicable, the parties will abide by the requirements of General Data Protection Regulation (GDPR) regarding the collection, use, transfer, retention, and other processing of Personal Data. All transfers of Customer data out of the European Union will be governed by the Standard Contractual Clauses under the GDPR or as otherwise communicated to Customer. b)Personal Data. Customer consents to the processing of Personal Data by Publisher and its Affiliates, and their respective agents and subcontractors, as provided in this Agreement. Before providing Personal Data to Publisher, Customer will obtain all required consents from third parties (including Customer’s contacts, partners, distributors, administrators, and employees) under applicable Privacy and Data Protection Laws. c)Processing of Personal Data; GDPR. To the extent Publisher is a processor or subprocessor of Personal Data subject to the GDPR, the Standard Contractual Clauses govern that processing and the parties also agree to the following terms in this subsection. 1.Processor and Controller Roles and Responsibilities. Customer and Publisher agree that Customer is the controller of Personal Data and Publisher is the processor of such data, except when (a) Customer acts as a processor of Personal Data, in which case Publisher is a subprocessor or (b) stated otherwise in any Offering-specific terms. Publisher will process Personal Data only on documented instructions from Customer. In any instance where the GDPR applies and Customer is a processor, Customer warrants to Publisher that Customer’s instructions, including appointment of Processor as a processor or subprocessor, have been authorized by the relevant controller. 2.Processing Details. The parties acknowledge and agree that: (i) the subject-matter of the processing is limited to Personal Data within the scope of the GDPR; (ii) the duration of the processing will be for the duration of the Customer’s right to use the Offering and until all Personal Data is deleted or returned in accordance with Customer instructions or the terms of this Agreement; (iii) the nature and purpose of the processing will be to provide the Offering pursuant to this Agreement; (iv) the categories of data subjects are Customer’s representatives and end users, such as employees, contractors, and customers, and other data subjects whose Personal Data is contained within any data made available to Publisher by Customer. 3.Assistance with Requests. Publisher will comply with reasonable requests by Customer to assist with Customer’s response to a data subject request. If Publisher receives a request from Customer’s data subject to exercise one or more of its rights under the GDPR in connection with an Offering for which Publisher is a data processor or subprocessor, Publisher will redirect the data subject to make its request directly to Customer. Customer will be responsible for responding to any such request. Publisher will comply with reasonable requests by Customer to assist with Customer’s response to such a data subject request. 4.Consent. Customer consents to Publisher using subprocessors as communicated to Customer. 5.Records. Publisher will maintain all records to the extent applicable to the processing of Personal Data on behalf of Customer, and make them available to Customer upon request. III. Confidentiality. a)Confidential Information. “Confidential Information” is non-public information that is designated “confidential” or that a reasonable person should understand is confidential, including, but not limited to, the terms of this Agreement, product designs, trade secrets, specifications, equipment, computer software (including, without limitation, source code and object code), plans, proposals, technical data, financial and marketing plans, and Customer’s account authentication credentials. Confidential Information does not include information that: (1) becomes publicly available without a breach of a confidentiality obligation; (2) the receiving party received lawfully from another source without a confidentiality obligation; (3) is independently developed; or (4) is a comment or suggestion volunteered about the other party’s business, products or services. A party may disclose the other’s Confidential Information if required by law, but only after it notifies the other party (if legally permissible) to enable the other party to seek a protective order. b)Protection of Confidential Information. Each party will take reasonable steps to protect the other’s Confidential Information and will use the other party’s Confidential Information only for purposes of the parties’ business relationship. Neither party will disclose Confidential Information to third parties, except to its representatives, and then only on a need-to-know basis under nondisclosure obligations at least as protective as this Agreement. Each party remains responsible for the use of Confidential Information by its representatives and, in the event of discovery of any unauthorized use or disclosure, must promptly notify the other party. c)Duration of Confidentiality obligation. These obligations apply: (1) for Customer Data, until it is deleted by Publisher; and (2) for all other Confidential Information, for a period of five (5) years after a party receives the Confidential Information, except that confidentiality obligations with respect to trade secrets shall survive indefinitely. IV. Verifying Compliance. Customer must keep records relating to Offerings it and its Affiliates use or distribute. At Publisher’s expense, Publisher may verify Customer’s and its Affiliates’ compliance with this Agreement at any time upon 30 days’ notice. To do so, Publisher may engage an independent auditor (under nondisclosure obligations) or ask Customer to complete a self-audit process. Customer must promptly provide any information and documents that Publisher or the auditor reasonably requests related to the verification and access to systems running the Offerings. V. Limitation of Liability. In no event shall Publisher be liable for loss or inaccuracy of data or cost of procurement of substitute goods, services or technology, or for any indirect, incidental, special, punitive, or consequential damages, or loss of use, loss of profits, or interruption of business, however caused or on any theory of liability arising out of or relating to this Agreement. Publisher’s aggregate liability hereunder shall not exceed the amount paid by Customer for Offering that caused such damage. Disclaimer of Warranties. The Offering is provided to Customer on an ‘as-is’ basis. To the maximum extent permitted by law, Publisher disclaims any and all other warranties (express, implied or statutory, or otherwise) including of merchantability or fitness for a particular purpose, whether arising by a course of dealing, usage or trade practice, or course of performance. Publisher is not required to provide any maintenance or support services with respect to the Offering under this Agreement. VI. Pricing and Payment. Customer’s pricing and payment terms for a given order are set forth and governed by the applicable Order. VII. Term and Termination. a)Term. This Agreement is effective until terminated by a party, as described below. The term for each Order will be set forth therein. b)Termination without cause. Unless otherwise set forth in an Order, either party may terminate this Agreement or any Order without cause on 60 days’ notice. Termination without cause will not affect Customer’s perpetual licenses, and licenses granted on a subscription basis will continue for the duration of the subscription period(s), subject to the terms of this Agreement. Publisher will not provide refunds or credits for any partial subscription period(s) if the Agreement or an Order is terminated without cause. c)Termination for cause. Without limiting other remedies it may have, Publisher may terminate this Agreement or any Order immediately on notice if, (i) Customer materially breaches the Agreement or an Order, and fails to cure the breach within 30 days after receipt of notice of the breach; or (ii) Customer becomes insolvent. Upon such termination, all licenses granted under this Agreement will terminate immediately and all amounts due under any unpaid invoices will become due and payable immediately. d)Suspension. Publisher may suspend use of the Offering without terminating this Agreement during any period of a material breach. Publisher will give Customer reasonable notice before suspending the Offering. Suspension will only be to the extent reasonably necessary. e)Survival. The terms of this Agreement, including the applicable Order, that are likely to require performance, or have application to events that may occur, after the termination or expiration of this Agreement or any Order, will survive termination or expiration for a period of one (1) year, including all indemnity obligations and procedures. VIII. Miscellaneous. a)Entire Agreement. This Agreement supersedes all prior and contemporaneous communications, whether written or oral, between the parties regarding the subject matter covered in this Agreement. b)Independent contractors. The parties are independent contractors. Customer and Publisher each may develop products independently without using the other’s Confidential Information. c)Amendments & Assignment. Publisher reserves the right to change the terms and conditions of this Agreement or its policies relating to the licensed Offering at any time, and will notify Customer of any material changes to this Agreement. This Agreement may not be assigned by either party without the prior written consent of the other, except to an Affiliate, but with notification to the other party in writing. d)Severability & Waiver. If any part of this Agreement is held to be unenforceable, the rest of the Agreement will remain in full force and effect. Failure to enforce any provision of this Agreement will not constitute a waiver. Any waiver must be in writing and signed by the waiving party. e)Applicable law. United States and Canada. If you acquired the Offering in the United States or Canada, the laws of New Jersey will govern this Agreement. Outside the United States and Canada. If you acquired the Offering in any other country, the laws of that country apply. f)Government procurement rules. By accepting this Agreement, Customer represents and warrants that: (i) it has complied and will comply with all applicable government procurement laws and regulations and (ii) this Agreement satisfies all applicable procurement requirements.