Who we are TransVault Software (“TransVault”) develops and operates advanced proprietary solutions that allow businesses to migrate, manage, and obtain unique and valuable insights into their data and Microsoft Office 365 and Azure environments, with the goals of making them more productive and helping them meet compliance needs. TransVault is a trading division of SevernSoft Limited, company number 01870663, headquartered in the UK. The TransVault Platform TransVault solutions are delivered in the following ways: • Software as a Service (SaaS) - where solutions are hosted 100% on the cloud-based TransVault Platform • Hybrid – where solutions are delivered via a combination of components hosted on the TransVault Platform and components installed locally onto the Client’s own systems, either on-premises or in the Client’s own cloud tenancy. These Terms of Service are referred to as the “Agreement” and are binding for every entity (Client) that enrols for the service to use the TransVault Platform and governs Client’s access to and use of the TransVault Platform and TransVault’s provision of the TransVault Platform. This Agreement is effective as of 21st September 2018. TransVault Terms of Service & Privacy Policy – TransVault Platform 21st September 2018 Page 4 1 LICENSE 1.1 LICENSE GRANT Subject to the terms of this Agreement, TransVault hereby grants to Client and its Affiliates (as defined herein) a limited, revocable, non-transferable, non-sub-licensable and non-exclusive license: (i) to access and use the purchased edition of the TransVault Platform and for which Client has registered and paid the corresponding fees for Client’s own business purposes and in accordance with all applicable laws; and (ii) to allow its authorized directors, officers, employees, partners, advisers, contractors, Clients and agents (“End Users”) to access and use the TransVault Platform for the foregoing purposes. The foregoing license grant also includes a license to use, but not share or distribute, any related Documentation (as defined herein). Client and its Affiliates shall be entitled to make a reasonable number of copies of the Documentation in connection with their use of the TransVault Platform hereunder. For purposes of this Agreement, “Affiliates” of Client means any entity that directly or indirectly controls, is controlled by, or is under common control with Client; and “Documentation” means all specifications, user manuals, and written materials and documentation relating to the performance, operation and/or use of the TransVault Platform, as well as any written proposals, program manuals and marketing materials submitted by TransVault to Client. 1.2 PLATFORM RESTRICTIONS The limited license granted in Section 1.1 is subject to the following restrictions: (a) except as otherwise set forth herein, no provision of this Agreement grants Client a license under any TransVault intellectual property rights, and no license is granted to Client by implication or estoppel; (b) Client shall not reverse engineer, disassemble, decompile, otherwise attempt to derive the source code of the TransVault Platform, or permit others to do any of the foregoing; Client may not: (i) use the TransVault Platform to send or store material containing software viruses, worms, Trojan horses or other harmful computer code; (ii) interfere with or disrupt the integrity or performance of the TransVault Platform or the data contained therein; (iii) attempt to gain unauthorized access to the TransVault Platform or related systems or networks; (iv) use the TransVault Platform for any benchmarking or competitive purposes; (v) use the TransVault Platform to build a competitive product or service, build a product using similar ideas, features, functions or graphics of the TransVault Platform, or copy any ideas, features, functions or graphics of the TransVault Platform; (vi) access or use (or attempt to access or use) a TransVault Platform user’s account without permission; (vii) “frame” or “mirror” any portion of the TransVault Platform; (viii) use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the TransVault Platform; (ix) probe, scan or test the vulnerability of the TransVault Platform, or breach the security or authentication measures on the TransVault Platform, or take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the TransVault Platform, such as a denial of service attack; (x) use the TransVault Platform to send or otherwise post unauthorized commercial communications (such as spam); or (xi) use the TransVault Platform to engage in unlawful multi-level marketing, such as a pyramid scheme. Client shall not aid or permit others to do any of the foregoing; (xii) sell or attempt to sell their access credentials / profile or in any other way allow or encourage unauthorised access to the platform; (xiii) attempt to sell or advertise within the platform. TransVault Terms of Service & Privacy Policy – TransVault Platform 21st September 2018 Page 5 1.3. EXPORT Client shall adhere to all applicable export control laws and regulations with respect to the TransVault Platform, and will not export or re-export or permit access to the TransVault Platform, in whole or in part, directly or indirectly, to any country to which such export or re-export is restricted by any laws or regulations of the U.S. unless properly authorized by the U.S. Government. Client represents that it is not named on any U.S. or other applicable government denied-party list. 1 1.4 USE OF FREE OR EARLY ACCESS SOFTWARE If you select and use any service or software on the Platform which is identified as “Free” or “Early Access software or service, your rights are limited as set forth in this section. In consideration for TransVault or any third-party provider granting you the ability to access these products on a Free or Early Access basis and when they might not otherwise be available to you, all provisions of this paragraph shall fully supersede any contrary or inconsistent provisions in these Terms of Service. You may only use Free or Early Access software and services AT YOUR OWN RISK, and they are offered WITHOUT ANY WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED. Neither TransVault, nor any other party, commits to provide any support or maintenance for such software and services, although TransVault warrants that the License for such use is granted as per 1.1, and that TransVault will endeavour to provide the service to the best of its abilities in line with all its other obligations under this agreement TransVault or the third-party licensor may discontinue your right to use or access such software or service at any time, with or without cause, with or without notice. For example, we may suspend or terminate your access to or use of the Platform if the Client’s primary account holder becomes non-responsive. TransVault further reserves the right to reclassify free software as a non-freeware product at any time, and/or to implement enhancements that may be made available at extra cost. You may not make use of such software or services in any production environment, using any production data, or for the furtherance of your business operations; rather, they are licensed solely for test use. NEITHER TRANSVAULT, NOR ANY OTHER PARTY, MAKES ANY REPRESENTATIONS, AND YOU ASSUME ALL RISK. TRANSVAULT SHALL HAVE NO INDEMNIFICATION OBLIGATIONS OR LIABILTY OF ANY KIND WHATSOEVER WITH REGARD TO SUCH SOFTWARE AND SERVICES REFERENCED IN THIS SECTION. 2 DATA 2.1 DATA COLLECTED As a provider of Services, TransVault may receive, process or store certain information, including personal information, on behalf of our Clients. The data TransVault collects will include, but is not limited to, data that is made available by Microsoft’s services, Client’s systems on which our software is installed, and any other third-party service for which the Client requires TransVault to provide the service. TransVault Terms of Service & Privacy Policy – TransVault Platform 21st September 2018 Page 6 This data may include information from the end points and other systems, tools or devices that Clients manage or monitor using our Services, and end user data related to individual’s activities on Client’s network and systems. It may also include event logs, end user information (such as IP address, email address and computer name), and other data where relevant to a support service request or to facilitate improvement of the Platform. Client understands that TransVault, in performing the required technical steps to provide the Service, may process the Client Data over a public or private network and will take due care to treat that data in accordance with generally accepted good practice. Please also refer to our Privacy Statement for more information concerning the collection, processing and use of personal data. 2.2 DATA PROTECTION In agreeing to these Terms of Service, the Client confirms that it is the Data Controller for the information for which TransVault will be a Processor with respect to EU data protection law. Client further confirms and warrants to TransVault that the Client has all the rights, power and authority necessary to grant the above rights and that use of the Client Data will not breach the rights of any third party. TransVault represents, warrants and covenants that it will treat all Client Data in accordance with TransVault’s applicable privacy policies, privacy statements and applicable law. TransVault will not use, sell, rent, transfer, distribute or otherwise disclose or make available Client Data for TransVault’s own purposes or for the benefit of any person or entity other than Client without Client’s prior written consent expressly authorizing the specific use and/or disclosure. TransVault shall notify Client of any unauthorized access or other data breach involving Client Data. 2.3 ACCURACY OF DATA TransVault will endeavor to collect Data from Microsoft on behalf of the Client at least once every 24 hours, where the time of collection is decided by TransVault. TransVault will ensure that Data presented to the Client is accurate and not in any way changed. The Client acknowledges that the Data provided by TransVault has been sourced from Microsoft and that it does not hold TransVault responsible for any inaccuracies or defects of any Data presented to the Client unless caused by a Defect in the Platform or otherwise due to the actions or inactions of TransVault and that from time to time TransVault may not be able to collect Data from Microsoft due to a Force Majeure Event or Service affecting issues outside of TransVault’s control. 2.4 BREACH Client is responsible for all use of the TransVault Platform and Client Data by its End Users, and for their compliance with this Agreement, and any breach of this Agreement by such End Users shall be deemed to have been a breach by Client. TransVault Terms of Service & Privacy Policy – TransVault Platform 21st September 2018 Page 7 3 SUPPORT 3.1 SUPPORT SERVICES During the Term, TransVault shall provide Clients subscribing to modules with technical support and maintenance for the TransVault Platform in accordance with the service level agreement set forth in the applicable Ordering Document (the “Support Services”). The Support Services shall include: (a) responding to and remedying problems with the TransVault Platform; and (b) access to technical support in accordance with the terms of this Agreement. 3.2 SERVICE LEVELS The TransVault Platform will be subject to and will meet or exceed the service and performance level terms set forth in the Service Level Agreements (SLAs), the components of which will vary dependent on the TransVault solution used and the mode of delivery – i.e. • Software as a Service (SaaS) - where solutions are hosted 100% on the cloud-based TransVault Platform • Hybrid – where solutions are delivered via a combination of components hosted on the TransVault Platform and components installed locally onto the Client’s own systems, be they on-premises or in the Client’s own cloud tenancy. To view a copy of our latest Service Level Agreements (SLA) for the solution in consideration please contact TransVault. 3.4 SUPPORT SERVICE LOCATION Support will be provided by the US or European Support Team based on the location of the relevantly skilled resources and/or time of day. 4 LIMITED WARRANTIES AND DISCLAIMERS Each party warrants that it has the authority to enter into this Agreement. Client represents and warrants to TransVault that Client has the right to deliver the Client Content to TransVault and to allow TransVault to use, copy, modify, distribute, display and publicly perform Client Content. THE PLATFORM IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE PLATFORM AND OUR SERVICES WIL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE PLATFORM AND YOUR USE THEREOF, INCLUDING – WITHOUT LIMITATION – THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE PLATFORM’S CONTENT OR THE CONTENTS OF ANY WEBSITES LINKED TO THE PLATFORM AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) TransVault Terms of Service & Privacy Policy – TransVault Platform 21st September 2018 Page 8 ERROR, MISTAKES OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE PLATFORM, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORM, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM BY ANY THIRD PARTY AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PLATFORM. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE PLATFORM, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. 5 INDEMNIFICATION 5.1. INDEMNIFICATION BY CLIENT Client shall indemnify, defend and hold TransVault, its Affiliates and licensors, and their respective officers, directors, and employees harmless from any losses, damages, costs and expenses directly or indirectly arising out of any claim from any party arising out of or relating to (i) Client’s or its End Users’ use of the TransVault Platform, unless such claims are caused by TransVault’s negligence or is covered by TransVault’s defence obligations in Section 5.2; (ii) Client’s noncompliance with applicable laws or breach of this Agreement. 5.2. INDEMNIFICATION PROCESS The requesting Party shall promptly notify the other Party in writing no later than thirty (30) days after its receipt of notification of any claim or potential claim.;(b) the requiring Party shall permit the other Party to assume sole control of the defence of such claim and all related settlement negotiations; and(c) requiring Party shall provide the other Party, at its request and expense, with the reasonable assistance, information and authority necessary to perform its obligations under this Section 5. Client may not make any admissions or consent to any judgment or settlement in respect of any IP claim without TransVault’s prior written consent. 5.3. INDEMNIFICATION BY TRANSVAULT TransVault shall indemnify, defend and hold Client, its Affiliates and licensors, and their respective officers, directors, and employees harmless from any losses, damages, costs and expenses directly or indirectly arising out of any claim from any party arising out of or relating to i) personal injury or property damage caused by the fault or negligence of TransVault or a TransVault employee; (ii) any wilful, intentional or negligent action or failure to act by TransVault or TransVault Employees iii) If a third party makes a claim against Client alleging TransVault Terms of Service & Privacy Policy – TransVault Platform 21st September 2018 Page 9 the TransVault Platform (excluding Client Content) directly infringes any U.S. patent, U.S. copyright, or trademark or misappropriates any trade secret (“IP Claim”). 5.4. EXCEPTIONS TransVault shall have no liability for any Claim of infringement based on (i) the unauthorized modification of the TransVault Platform, (ii) use of the TransVault Platform other than in accordance with the provided Documentation and this Agreement, or (iii) Client Content. If, due to an IP Claim or the threat of an IP Claim, (a) the TransVault Platform or Software is held by a court of competent jurisdiction to be infringing, or in TransVault’s reasonable judgment may be held to infringe by such a court, or (b) Client receives a valid court order enjoining Client from using the TransVault Platform or Software, or in TransVault’s reasonable judgment Client may receive such an order, TransVault may, at its option (1) replace or modify the TransVault Platform or Software to be non-infringing; (2) obtain for Client a license to continue using the TransVault Platform or Software or (3) terminate this Agreement upon notice and refund prepaid but unused amounts received from Client in respect of the balance of the Term. THIS SECTION 5 STATES THE ENTIRE LIABILITY OF TransVault AND ITS AFFILIATES TO CLIENT OR ANY THIRD PARTY WITH RESPECT TO INFRINGEMENT OR MISAPPROPRIATION OF ANY PATENT, COPYRIGHT, TRADE SECRET OR OTHER PROPRIETARY RIGHTS. 6 TRIAL PERIOD AND CHARGES The first 30 days of the Term shall be a trial period, during which all of the provisions of this Agreement shall apply, save as follows: • Client shall have no obligation to pay the Charges in respect of the trial period; • Either party may terminate the Agreement immediately by giving written notice to the other party at any time before the end of the trial period (in which case no liability to pay any Charges in respect of Platform access or Support Services will arise); • TransVault may at its sole discretion extend the trial period at the written request of the Client. 7 CONSENT TO ELECTRONIC COMMUNICATION By registering with TransVault, you understand that We, or third party licensors from whom you license products, may send you communications or data regarding the Platform, including but not limited to: (a) notices about your use of the Platform, including any notices concerning violations of use; (b) updates; and (c) promotional information and materials regarding TransVault's products and services, via electronic mail. We give you the opportunity to opt-out of receiving promotional electronic mail from us by following the opt-out instructions provided in the message. Please refer to our Privacy Statement for information concerning the collection, processing and use of personal data. TransVault Terms of Service & Privacy Policy – TransVault Platform 21st September 2018 Page 10 8 LIMITATION OF LIABILITY IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF OR DAMAGE TO DATA, LOSS OF PROFITS, OR OTHER ECONOMIC LOSS, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF TRANSVAULT HAS BEEN ADVISED OF SUCH CLAIM. The aggregate and cumulative liability of either party to the other for damages arising out of or relating to this Agreement shall in no event exceed the amount of fees paid by Client to TransVault under the applicable Ordering Document during the twelve (12) months immediately preceding the cause of action. Parties do not exclude or limit its liability for death or personal injury caused by its negligence or for fraud. 9 OWNERSHIP TransVault reserves all rights not expressly granted to the Client in this Agreement. Without limiting the generality of the foregoing, The Client acknowledges and agrees that any implementation, customization, configuration or deployment of the TransVault Platform for the Client shall not affect or diminish TransVault’s rights, title, and interest in and to the TransVault Platform. As between the parties, TransVault and its licensors, suppliers and Clients retain all worldwide right, title and interest in and to the TransVault Platform, including all worldwide intellectual property rights therein, and TransVault solely and exclusively owns all right, title and interest therein and thereto, and to all derivative works or enhancements thereof, including but not limited to all worldwide intellectual property rights therein. Client shall not act in any manner inconsistent with such ownership. If the Client suggests any new features, functionality, or improvement to the TransVault Platform (“Feedback”), Client acknowledges that all Feedback and products or services incorporating such Feedback are the sole and exclusive property of TransVault, and Client hereby irrevocably assigns to TransVault all intellectual property rights and all other rights and title to such Feedback. 10 GENERAL TERMS 10.1. TRANSVAULT PLATFORM UPDATES Client acknowledges and agrees that TransVault may from time to time updated and make changes to the hosted TransVault Platform without changing any core functionality to i) fulfil market needs and demand, or ii) due to changes of Client’s Data availability from Microsoft or iii) due to changes in applicable law. 10.2. INTERPRETATION All headings in this Agreement are included solely for convenient reference, and shall not affect its interpretation. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable as drafted, that provision shall be severed and the enforceability of other provisions shall not be affected. This Agreement may be modified by TransVault from time to time following the service TransVault Terms of Service & Privacy Policy – TransVault Platform 21st September 2018 Page 11 evolution and eventual law constrain; if any material change will occur TransVault will notify Client. The failure by a party to exercise any right or remedy hereunder will not operate as further waiver of such right or remedy in the future or any other right or remedy. No waiver of any default, condition or breach of this Agreement shall be deemed to imply or constitute a waiver of any other default, condition or breach of this Agreement, whether of a similar nature or otherwise. This Agreement may be executed in two (2) or more counterparts, each of which will be considered an original, but all of which together will constitute one and the same instrument. This Agreement, together with each Ordering Document, constitutes the entire agreement between the parties concerning its subject matter and supersedes any prior or separate agreements, oral and written, between the parties concerning the subject matter of this Agreement, and supersedes the terms of any Client purchase order, and such terms are rejected by the parties. 10.3. FORCE MAJEURE Each party will be excused from performance for any period during which, and to the extent that, it or its subcontractor(s) is prevented from performing any obligation or service, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence, including, but not limited to, acts of God, power outages, or failures of the Internet, provided that the party affected by such event will immediately begin or resume performance as soon as practicable after the event has abated. 10.4. GOVERNING LAW These terms and conditions shall be governed and construed in accordance with English law and all disputes arising in connection therewith shall be submitted to the jurisdiction of the English courts. No choice of laws rules of any jurisdiction shall apply to this Agreement. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded. 10.5. TERM AND TERMINATION These Terms of Service shall remain in full force and effect while you use the Platform. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF SERVICE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE PLATFORM (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THESE TERMS OF SERVICE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION. 10.6. MODIFICATIONS AND INTERRUPTIONS We reserve the right to change, modify or remove the contents of the Platform at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on the Platform. We also reserve the right to modify or discontinue all or part of the Platform without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension or discontinuance of the Platform. TransVault Terms of Service & Privacy Policy – TransVault Platform 21st September 2018 Page 12 10.7. CORRECTIONS There may be information on the Platform that contains typographical errors, inaccuracies or omissions, including descriptions, pricing, availability and various other information. We reserve the right to correct any errors, inaccuracies or omissions and to change or update the information on the Platform at any time, without prior notice.