IMORTANT: Please read the terms and conditions of this license agreement carefully before installing Globanet Merge1. This is a legal agreement (“license agreement”) between you as the individual, the company, or the legal entity that will be utilizing Globanet Merge1 (“end user”) and Globanet Consulting Services (“Globanet”). By using or installing Globanet Merge1, end user is agreeing to be bound by this license agreement. If end user does not agree to the terms and conditions of this license agreement, do not install or use Globanet Merge1 1. GRANT OF LICENSE The Globanet Merge1 software and documentation that accompanies this license (collectively the “Software”) is the property of Globanet, or its licensors, and is protected by copyright law. While Globanet continues to own the software, End User will have certain rights to use the Software upon acceptance of this license. This license governs any releases, revisions, or enhancements to the Software that Globanet may furnish to End User. Globanet hereby grants End User a non-exclusive, non-transferable right and license to: I. Install both the Software and any (Globanet-approved End User requested) Software updates on: single or multiple computers, desired cluster nodes, virtual servers or virtual server clusters. End User may transfer data only for the number of authorized users shown in End User’s invoice from Globanet, as applicable (“Globanet Invoice”), to available targets in configuration Note: Installation of Software on additional test nodes or disaster recovery nodes is permissible upon written notice to Globanet and payment of an additional node fee. II. Permit authorized users to access and use the Software, solely for End User’s internal business purposes, and subject to all of the restrictions and limitations contained herein III. Delete the Software from one server and reinstall it on another upon written notice to Globanet IV. Make reasonable number of backup copies of both the Software and any (Glo- banet-approved End User requested) Software updates for archival purposes only, provided that the copy contains all proprietary notices V. After written notice to Globanet, transfer the software on a permanent basis to another entity, provided that End User retains no copies of the Software and the transferee agrees to the terms of this license. End User is not licensed to: I. Copy the printed documentation that accompanies the Software II. Sublicense, rent, or lease any portion of this Software III. Reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the Software, or create derivative works from the Software IV. Use the Software in any manner not authorized by this license. 2. COPYRIGHT The Software is owned by Globanet or its licensors and is protected by United States copyright laws and international treaty provisions. Except for the limited license granted to End User in Section 1 above, Globanet and its licensors shall retain all, and End User shall not obtain or claim any, Intellectual Property Rights in the Software, all copies and derivative works thereof, by whomever produced, including but not limited to all changes and improvements requested or suggested by End User in the support and maintenance of the Software. Globanet respects others’ intellectual property rights and has made every effort to secure appropriate clearances for all proprietary intellectual properties that Globanet directly makes available on its portal and in the Software. Please notify Globanet of any possible claims of infringements. The Software is being licensed to the End User, not sold. 3. TRADE SECRETS AND CONFIDENTIAL INFORMATION End User acknowledges that Globanet has expended substantial sums of money and other resources in creating the Software and has substantial proprietary rights, including valuable trade secrets, copyrights, and pending patent applications in the Software. By using the Software, End User will be exposed to such trade secrets as well as other proprietary ideas, concepts, techniques, and methodologies of Globanet (collectively, “Confidential Information”). End User agrees that it will use its best efforts to secure and protect such Confidential Information (including the Software) to maintain Globanet's proprietary rights, including but not limited to instructing and having appropriate agreements with employees and contractors. End User further agrees that it will not use or disclose any Confidential Information except as expressly required to carry out the purposes of this License Agree- ment, and will not disclose, issue, or publish any comparative analysis, benchmark data, or other performance information resulting from or regarding End User’s use of the Software without Globanet’s prior written permission. 4. SUPPORT For Software support information and policies please refer to the Globanet General Release Products Service Level Agreement. 5. PROHIBITED USES End User acknowledges that it may only use the Software for the limited purposes set forth above and may not otherwise sell, rent, lease, transfer, distribute, publish, reproduce, copy, display, adapt, modify, or prepare derivative works from the Software or any part thereof. End User may not attempt to decipher, reverse engineer, disassemble, or decompile the Software, nor use the results of such processes, except to the extent applicable law specifically prohibits such restrictions, and then only if End User notifies Globanet of its requirements with respect to interoperability or functional compatibility before engaging in reverse engineering and give Globanet the opportunity to provide End User the information necessary to achieve such interoperability or compatibility without reverse engineering. End User may not reproduce, deactivate, or bypass any security devices supplied with the Software. End User may not remove or in any other way alter or obscure any copyright notice or other notice of Globanet’s proprietary rights. End User may not use the Software as part of a service bureau, application service provider operation, or time-sharing facility for third parties. End user agrees that Globanet may collect, transmit and use information collected in connection with the use of the Product subject to the terms of Globanet’s Privacy Policy. This information may include registration information, IP numbers and information about End User’s computer. 6. END USER REPRESENTATIONS, WARRANTIES & INDEMNIFICATION End User represents and warrants to Globanet that: (a) End User has all requisite power and authority to enter into this License Agreement and to execute, deliver and perform all obligations under this License Agreement; (b) End User has provided, and will continue to provide information that is correct and current; (c) End User performance under this License Agreement and/or the rights granted herein do not and will not conflict with or result in a breach of violation of any of the terms or provisions, or constitute a default under any contract or agreements, to which End User is currently bound or will become bound in the future; (d) End User performance under this License Agreement and use of the Software will comply with all applicable laws, rules and regulations (including, without limitation, export control, privacy and obscenity laws), domestic or foreign; and (e) End User will participate solely for the purposes intended and expressly permitted. The following applies only in the absence of a separate support certificate (with included support warranty) issued by Globanet: Globanet warrants, for a period of thirty (30) days from the date of performance of Maintenance/Support, that such Maintenance/Support will be performed with reasonable care and skill. For Maintenance/Support not performed as warranted in this provision and provided End User has reported such nonconformance to Globanet within thirty (30) days of performance of such non-conforming Maintenance / Support, Globanet will, at its discretion, either correct any non-conforming Maintenance /Support or refund the relevant fees paid for the non-conforming Maintenance/Support. THE FOREGOING IS END USER’S SOLE AND EXCLUSIVE REMEDY FOR END USER’S BREACH OF THIS WARRANTY. Globanet warrants to End User and only to End User that the Products and Proprietary Information as delivered to End User under this Agreement, as such, do not infringe any third-party’s United States copyrights, trade secrets, or patents, trademarks and/ or trade name. Globanet shall pay all damages and costs finally awarded against End User by law upon a claim directly attributable to a breach by Globanet of this warranty, conditioned upon the following: (I) End User has given Globanet prompt written notice of the claim, and (II) Globanet has sole control of the defense and/or settlement of such claim or any action thereon and all related negotiations, and (III) End User provides reasonable cooperation to Globanet in connection with such defense and/or settlement and in connection with Globanet’s exercise of Globanet’s options set forth in the following paragraph. If the Products or Proprietary Information, or the operation thereof, becomes, or in Globanet’s business judgment are likely to become, the subject of a claim of infringement of a patent, copyright or trade secret, trademark and/or trade name, or the subject of an action upon such a claim, End User shall permit Globanet, at Globanet’s option and sole expense, to do any one or more of the following: (I) procure for End User or its customers the right to continue to use the Products and Proprietary Information, or (II) replace or modify the Products and Proprietary Information so that they become non-infringing upon their return to Globanet at Globanet’s request, or (III) repay to End User the price received by Globanet from End User for such Products upon their return to Globanet at Globanet’s request. Globanet’s Indemnification of End User I. Globanet agrees to indemnify and hold End User harmless from undisputed claims made against End User that the Globanet Product or offering infringe an intellectual property right of a third-party. Globanet’s obligations under this provision are subject to End User’s doing the following: (a) notifying Globanet of the claim in writing, as soon as End User learns about it; (b) providing Globanet all reasonable assistance and information to enable Globanet to perform its duties under this section; (c) allowing Globanet sole control of the defense and related settlement negotiations; and (d) not having compromised or settled such claim. II. Globanet shall have no obligation to indemnify the End User for any claim that is based on: (a) modification of the Globanet Product or offering other than by Globanet; (b) continued use of an infringing Globanet Product or offering after Globanet supplied or offered to supply modified or replacement non-infringing Globanet Product or offering as contemplated in this Section 12.1(III) below; (c) use the Globanet product or offering other than in accordance with the documentation and this Agreement; (d) combination, use or operation of the Globanet Product or offering with any software, hardware, data or other materials not specifically authorized by Globanet to be combined with the Globanet Product or offering as listed in the documentation, where such infringement would not have occurred but for such combination, use or operation. III. If the Globanet Product or offering is held or may be held, in Globanet’s opinion, to infringe, Globanet shall at its discretion: (a) obtain for the End User the right to continue to distribute the applicable Globanet Product or offering under the terms of this Agreement; (b) modify the Globanet Product or offering to be non- infringing or replace it with a non-infringing equivalent substantially comparable in functionality, in which case End User shall stop distributing any infringing version of the Globanet Product or offering; or, if Globanet determined in its sole opinion that (a) and/or (b) are not commercially reasonable, then (c) terminate End User’s authorization to distribute such the applicable Globanet Product or offering as set forth in this Agreement. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, THIS SECTION STATES END USER’S SOLE AND EXCLUSIVE REMEDY AND GLOBANET’S SOLE AND EXCLUSIVE LIABILITY, REGADING INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELELCTUAL PROPERTY RIGHTS OF A THIRD-PARTY. End User’s Indemnification of Globanet. End User shall indemnify, defend and hold Globanet harmless from any costs or damages (including attorneys’ fees) resulting from third-party claims against Globanet arising from (I) End User’s use or distribution of any product or service not provided by Globanet but used in combination with the Globanet Product or offering, if such claim would have been avoided by the exclusive use of the Globanet Product or offering; and (II) End User’s (including its representative’s) breach of any of the End User obligation under this Agreement. 7. GLOBANET LIMITED WARRANTY Globanet warrants that, for a period of thirty (30) days from the date of purchase reflected on the Globanet invoice, the Software will operate in all material respects in substantial conformity with its published specifications and the Software media will be free from defects in materials and workmanship under normal use. Globanet also warrants that the Software to be furnished under this Agreement shall be delivered free and clear of any claim of any third-party of infringement of any patent, copyright, trademark or other proprietary right. GLOBANET DOES NOT WARRANT THAT THE SOFTWARE WILL MEET END USER REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. END USER IS SOLELY RESPONSIBLE FOR THE SELECTION OF THE SOFTWARE TO ACHIEVE END USER’S INTENDED RESULTS AND FOR THE RESULTS ACTUALLY OBTAINED. 8. EXCLUSIVE REMEDY Globanet's entire liability and End User’s exclusive remedy shall be, at Globanet's option, either (a) return of the price paid or (b) repair or replacement of the Software that does not meet the Globanet limited warranty in Section 6. This limited warranty is void if failure of the Software has resulted from accident, abuse, or misapplication. Any replacement Software will be warranted for the remainder of the original warranty period or 30 days, whichever is longer. 9. NO OTHER GLOBANET WARRANTIES GLOBANET MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO THE SOFTWARE OR ITS CHARACTERISTICS, QUALITY, PERFORMANCE, OR VALUE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. ALL SUCH REPRESENTATIONS AND WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. SOME STATES AND COUNTRIES, INCLUDING MEMBER COUNTRIES OF THE EU, RESTRICT THE RIGHT TO EXCLUDE CERTAIN WARRANTIES; THEREFORE, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO END USER. Globanet shall have no liability to End User, and the provisions of this Agreement shall not apply, to the extent that any claim of infringement arising from the following: (a) any modification, servicing or addition made to the Products by anyone other than Globanet or its authorized representative; (b) these of the Products as a part of or in combination with any devices, parts of software not provided by Globanet; (c) compliance with End User’s or a customer’s design requirements or specifications; (d) the use of other than a current unaltered release of the software Products available from Globanet; or (e) use of such Products to practice any method or process which does not occur wholly within the Products. THIS PARAGRAPH STATES GLOBANET’S ENTIRE LIABILITY AND END USER’S EXCLUSIVE REMEDIES WITH RESPECT TO INFRINGEMENT OR MISAPPROPRIATION OF ANY THIRD-PARTY RIGHTS, INCLUDING BUT NOT LIMITED TO PATENTS, COPYRIGHTS OR TRADE SECRET RIGHTS. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, GLOBANET FURNISHES, AND END USER ACCEPTS, THE PRODUCTS AND PROPRIETARY INFORMATION AS-IS, WITH NO OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE, REGARDING THE PRODUCTS, THEIR FITNESS FOR ANY PARTICULAR PURPOSE, THEIR QUALITY, THEIR MERCHANTABILITY OR OTHERWISE, TO END USER, END USER’S CUSTOMERS, OR ANY THIRD-PARTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WARRANTIES SET FORTH IN SEC- TION 11 ARE END USER’S EXCLUSIVE WARRANTIES AND ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. GLOBANET MAKES NO WARRANTIES OR REPRESENTATIONS THAT THE PRODUCTS WILL MEET END USER REQUIREMENTS OR THAT OPERATION OR USE OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE. END USER MAY HAVE OTHER WARRANTY RIGHTS, WHICH MAY VARY FROM STATE TO STATE AND COUNTRY TO COUNTRY. 10. NO LIABILITY FOR DAMAGES EXCEPT FOR THE REFUND INDICATED ABOVE, GLOBANET, ITS EMPLOYEES, ITS AGENTS, AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION CONSEQUENTIAL DAMAGES, INCIDENTIAL DAMAGES AND DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF GLOBANET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE SOFTWARE FAILS OF ITS ESSENTIAL PURPOSE. BECAUSE SOME STATES AND COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO END USER. GLOBANET SHALL NOT BE RESPONSIBLE FOR MATTERS BEYOND ITS REASONABLE CONTROL. The foregoing limitations of liability shall not apply to claims for intellectual property infringement or breach of confidentiality. 11. REGISTRATION The license rights granted under this License Agreement require End User to access the Software. Registration may be accomplished by following the onscreen prompts that appear on Globanet’s portal. Registration information is subject to Globanet’s Privacy Policy to which End User consent occurs by registering on Globanet’s portal. Internet access and a computer with certain specifications are required to access the Software. 12. EXPORT RESTRICTIONS End User agrees to comply fully with all relevant export laws and regulations of the United States (“Export Laws”) to assure that neither the Software nor any direct product thereof is (a) exported directly or indirectly, in violation of Export Laws; or (b) intended to be used for any purposes prohibited by the Export Laws, including without limitation nuclear, chemical, or biological weapons proliferation. If the Software has been rightfully obtained by End User outside of the United States, End User agrees not to re-export such Software or any related technical information except as permitted by the laws and regulations of the United States and those of the jurisdiction in which End User obtained such Software. 13. TERM AND TERMINATION This License Agreement shall remain in effect until terminated. This License Agreement will be terminated immediately, upon notice from Globanet, if End User fails to comply with any of its provisions. Upon termination of this License Agreement, each party must destroy all Confidential Information (including the Software) and any copies or portions thereof. End User may terminate this License Agreement at its own discretion at any time by destroying the Software or by giving notice in writing that the software has been deleted by End User. This License Agreement shall become effective only upon its execution by both Globanet and End User. 14. ADDITIONAL SOFTWARE/SERVICES This License Agreement applies to all updates, supplements or add-on components of the Software that Globanet may provide to End User or make available to End User after the date End User registers on Globanet’s portal, unless other terms are provided along with the update, supplement or add-on component. Globanet reserves the right to discontinue End User access to the Software, in whole or in part. 15. GOVERNING LAW Unless otherwise agreed in writing, all disputes relating to this License Agreement (except any dispute relating to intellectual property rights) shall be subject to final and binding arbitration in the State of California, USA, in accordance with the Licensing Agreement Arbitration Rules of the American Arbitration Association, with the losing party paying all costs of arbitration. Arbitration must be by a member of the American Arbitration Association. If any dispute arises under this Agreement, the prevailing party shall be reimbursed by the other party for any and all legal fees and costs, including attorney fees, associated therewith. In the event that any of the provisions of this License Agreement shall be held by an arbitrator, court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this License Agreement shall otherwise remain in full force and effect and enforceable. 16. GENERAL TERMS Any delay or failure on the part of Globanet to exercise or enforce any rights under this License Agreement to which it may be entitled shall not, in any event, be construed as a waiver of the right and privilege to do so at any subsequent time. End User irrevocably agrees to waive any and all rights to injunctive or other equitable relief. End User agrees that regardless of any statute or law to the contrary, any claim or cause of action, arising out of or related to, End User access to the Software or this License Agreement must be filed in an appropriate tribunal within thirty (30) days after such claim or cause of action arose or be forever barred. AUTHORIZATION End User and Globanet hereby acknowledge that they have read and understand this End User License Agreement and all attachments hereto and agree to all terms and conditions stated herein.