IMPORTANT: PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE USING THE SOFTWARE. THIS IS A LEGAL AGREEMENT (“LICENSE AGREEMENT”) BETWEEN THE COMPANY OR THE LEGAL ENTITY THAT WILL BE UTILIZING THE SOFTWARE (“END USER”) AND GLOBANET CONSULTING SERVICES (“GLOBANET”). BY USING OR INSTALLING GLOBANET MIGRATE, 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 THE SOFTWARE. 1. Term and Termination. This License Agreement shall remain in effect for the duration of the migration project and shall be terminated immediately at the conclusion of the project. This License Agreement may also be terminated upon notice from Globanet if End User fails to comply with any of its provisions. Upon termination of this License Agreement, End User must destroy all copies and portions of the Software and any related documentation. End User may terminate this License Agreement at its own discretion at any time by destroying the Software and by giving notice in writing that the software has been deleted by End User. 2. Grant of License. The 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. Except as may be modified by a Globanet license certificate or license key that accompanies, precedes, or follows this license, End User’s rights and obligations with respect to the use of this Software are as follows. Globanet hereby grants End User a non-exclusive, non-transferable right and license to (i) install the Software and migrate data up to the volume specified in End User’s invoice from Globanet or one of its authorized resellers, as applicable (“Globanet Invoice”); (ii) use the Software for the duration of the migration project only; (iii) 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; (iv) delete the Software from a server and reinstall it on another upon written notice to Globanet; (v) make one backup copy of the Software for archival purposes only, provided that the copy contains all proprietary notices; (vi) upon written approval from Globanet, transfer the software on to another entity, provided that End User retains no copies of the Software and the transferee agrees to the terms of this Agreement. End User is not licensed to (i) use the Software after the migration project is complete; (ii) copy the printed documentation that accompanies the Software; (iii) sublicense, rent, or lease any portion of this Software; (iv) reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the Software, or create derivative works from the Software; (v) use the Software in any manner not authorized by this license. 3. 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. 4. 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 Agreement, 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. 5. Support. Current support offering is strictly email-based with a target response time of eight (8) hours within business hours and is limited to the most recent or immediately prior release of the product (e.g. v5.2 and v5.3). Support hours are from 9am to 5pm ET and there is a cut-off at 4pm ET, any tickets logged after that time may not be responded to the same working day. If needed, an engineer may respond to client via telephone in order to expedite a support issue. 6. 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. 7. 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 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. 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 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. The foregoing limitations of liability shall not apply to claims for intellectual property infringement or breach of confidentiality. 11. 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. 12. General Terms. If any provision in this License Agreement is held to be unenforceable or illegal, such decision shall not affect the validity or enforceability of the remaining provisions and any such unenforceable or illegal provision shall be reformed only to the extent necessary to make it enforceable and valid. This License Agreement is governed by the laws of the State of California, without regard to its conflicts of law principles. The U.N. International Convention governing the sale of goods shall not apply to the Software.   Client 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.