End User License Agreement for Microsoft Dynamics End User License Agreement for Data Resolutions 'SPLA License' or 'Bring Your Own License' for Data Resolutions Software Bundle, Windows SQL Enterprise and Microsoft Dynamics End-User License Agreement This End-User License Agreement (this "Agreement") is a legal contract between you, as either an individual or a single business entity, and Data Resolution, LLC. and its affiliates ("DR"). READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING DR'S PROPRIETARY SOFTWARE CONFIGURED BUNDLE (the "SOFTWARE") OR OBTAINING A LICENSE KEY TO THE SOFTWARE OR USING THE SOFTWARE. THE SOFTWARE IS COPYRIGHTED AND IT IS LICENSED TO YOU UNDER THIS AGREEMENT, NOT SOLD TO YOU. BY DOWNLOADING THE SOFTWARE OR OBTAINING A LICENSE KEY TO THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU HAVE READ MICROSOFT SQL ENTERPRISE AND MICROSOFT DYNAMICS AGREEMENTS, THAT YOU UNDERSTAND IT, AND THAT YOU ACCEPT AND AGREE TO BE BOUND BY ITS TERMS. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THE AGREEMENTs, YOU SHOULD CLICK THE "I DO NOT ACCEPT" BUTTON BELOW, TERMINATE THE DOWNLOAD PROCESS, AND REFRAIN FROM ACCESSING OR USING THE SOFTWARE. THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT BETWEEN YOU AND DR CONCERNING THE SOFTWARE CONFIGURED BUNDLE, AND THIS AGREEMENT SUPERSEDES AND REPLACES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING YOU MAY HAVE HAD WITH DR RELATING TO THE SOFTWARE. 1. License 1.1. Grant of License. DR hereby grants to you, and you accept, a limited, nonexclusive SaaS (SPLA) license to use the Software in machine-readable, object code form only, and the user manuals accompanying the Software (the "Documentation"), only as authorized in this Agreement. For purposes of this Agreement, the "Software" includes any updates, enhancements, modifications, revisions, or additions to the Software made by DR and made available to end-users through DR. Notwithstanding the foregoing, DR shall be under no obligation to provide any updates, enhancements, modifications, revisions, or additions to the Software. If using a TBring Your Own LicenseU in conjunction with DR Software Bundle, then you will be asked to provide such licenses as part of the provisioning process. 1.2. Scope of Use. You may use the appropriate number of user copies of the Software activated by a license key on servers provisioned by the DR Software Bundle provisioned through the AWS Marketplace. For purposes of this Agreement, "use" of the software means loading using the Software in the AWS instances provisioned by DR Software Bundle. If you use or distribute the Software to multiple users, you must ensure that the number of users does not exceed the number of license keys you have obtained, or you will be in breach of this Agreement. 1.3. Copies and Modifications. You may not reverse engineer, decompile, disassemble, or otherwise translate the Software or any license keys you have obtained. You may not modify or adapt the Software or any license keys that you have obtained in any way. IF you require copies for backup or archival purposes you must contact DR Support though AWS. No copies of the Software, Documentation, or license keys, or any portions thereof, may be made by you or any person under your authority or control. 1.4. Assignment of Rights. You will not sublicense, lease, rent, or lend your rights in the Software, Documentation, or license keys, as granted by this Agreement, to any party without prior written consent of DR. 2. Intellectual Property and Confidentiality 2.1. Use Reporting, License Violations and Remedies. DR reserves the right to gather data on key usage including license key numbers, server IP addresses, domain counts and other information deemed relevant, to ensure that our products are being used in accordance with the terms of this End-User License Agreement. DR expressly prohibits simultaneous, multiple installations of our Software s and domain count overrides without prior written approval. Any unauthorized use shall be considered by DR to be a violation of this End-User License Agreement. DR reserves the right to remedy violations immediately upon discovery, by charging the then current list price of unauthorized keys by any other means necessary. You agree not to block, electronically or otherwise, the transmission of data required for compliance with this agreement. Any blocking of data required for compliance under this agreement is considered to be violation of this agreement and will result in immediate termination of this Agreement pursuant to Section 4. 2.2. License Automatic Update and Expiration. Your licenses include an expiration date that can result in the termination of the license. The license updates automatically except if DR determines that a license is used in violation of the terms of this Agreement. If your license key is stolen, or if you suspect any improper or illegal usage of your license outside of your control you should promptly notify DR of such occurrence. A replacement license will be issued to you and the suspect license will be allowed to expire. For lease licenses, your monthly payment for each month must be processed prior to the expiration date in order for the license updates to be performed. It is your responsibility to contact DR regarding any potential expiration that you deem inappropriate. DR shall not liable for any damages or costs incurred in connection with the expired licenses. 2.3. Proprietary Rights to Software and Trademarks. You acknowledge that the Software and the Documentation are proprietary to DR and Microsoft, and the Software and Documentation are protected under United States copyright law and international treaties. You further acknowledge and agree that, as between you and DR, DR and Microsoft own and shall continue to own all right, title, and interest in and to the Software and Documentation, including associated intellectual property rights under copyright, trade secret, patent, or trademark laws. This Agreement does not grant you any ownership interest in or to the Software or the Documentation, but only a limited right of use that is revocable in accordance with the terms of this Agreement. Any and all trademarks or service marks that DR uses in connection with the Software or with services rendered by DR or Microsoft are marks owned by DR or Microsoft. This Agreement does not grant you any right, license, or interest in such marks, and you shall not assert any right, license, or interest in such marks or any words or designs that are confusingly similar to such marks. 2.4. Confidentiality. You shall permit only authorized users, who possess rightfully, obtained license keys, to use the Software or to view the Documentation. Except as expressly authorized by this Agreement, you shall not make available the Software, Documentation, or any license key to any third party. You will use your best efforts to cooperate with and assist DR in identifying and preventing any unauthorized use, copying, or disclosure of the Software, Documentation, or any portion thereof. 3. License Fees The Software will be available to you for use upon your receipt of one or more provisioned instances and upon acceptance of this Agreement. The license fees paid by you are paid in consideration of the license granted under this Agreement. 4. Term and Termination This Agreement is effective upon your acceptance of the Agreement, or upon your downloading, accessing, and using the Software, even if you have not expressly accepted this Agreement. This Agreement shall continue in effect until terminated. Without prejudice to any other rights, this Agreement will terminate automatically if you fail to comply with any of the limitations or other requirements described herein. If you are leasing the Software, and fail to pay the applicable license fees, DR shall have the right to shut down your server. 5. Indemnification You will, at your own expense, indemnify and hold DR, and its subsidiaries and affiliates, and all officers, directors, and employees thereof, harmless from and against any and all claims, actions, liabilities, losses, damages, judgments, grants, costs, and expenses, including reasonable attorneys' fees (collectively, "Claims"), arising out of any use of the Software by you, any party related to you, or any party acting upon your authorization in a manner that is not expressly authorized by this Agreement. 6. Disclaimer THE SOFTWARE AND DOCUMENTATION ARE LICENSED "AS IS," AND DR DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE EXTENT AUTHORIZED BY LAW. WITHOUT LIMITATION OF THE FOREGOING, PARALLELS EXPRESSLY DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. YOU ASSUME RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM YOUR USE OF THE SOFTWARE. YOU SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF THE SOFTWARE. 7. Limitation of Liability IN NO EVENT SHALL DR BE LIABLE TO YOU OR ANY PARTY RELATED TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF DR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 8. General Terms 8.1. Governing Law and Choice of Forum. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California, without regard to the conflicts of law rules thereof. Any claim or dispute arising in connection with this Agreement shall be resolved in the federal or state courts situated within the State of California. To the maximum extent permitted by law, you hereby consent to the jurisdiction and venue of such courts and waive any objections to the jurisdiction or venue of such courts. 8.2. Severability. If any term or provision of this Agreement is declared void or unenforceable in a particular situation, by any judicial or administrative authority, this declaration shall not affect the validity of enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation. 8.3. Survival. Articles 2, 5, 6, 7, and 8 of this Agreement and all Sections thereof, shall survive the termination of this Agreement, regardless of the cause for termination, and shall remain valid and binding indefinitely. 8.4. Headings. The Article and Section headings contained in this Agreement are incorporated for reference purposes only and shall not affect the meaning or interpretation of this Agreement. 8.5. No Waiver. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. 8.6. Amendment. DR reserves the right, in its sole discretion, to amend this Agreement from time to time. If there is a conflict between this Agreement and the most current version of this Agreement, posted at www.dataresolution.net, the most current version will prevail. If you do not accept amendments made to this agreement, then this license will be immediately terminated pursuant to Section 4. 8.7. Taxes. You shall, in addition to the license fees required under this Agreement, pay all applicable sales, use, transfer, or other taxes and all duties, whether national, state, or local, however designated, that are levied or imposed by reason of the transaction contemplated under this Agreement, excluding income taxes on the net profits of DR. You shall reimburse DR for the amount of any such taxes or duties paid or incurred directly by DR as a result of this transaction. 9. United States Government Restricted Rights The Software and Documentation are provided with Restricted Rights. Use, duplication, or disclosure by the government is subject to restrictions as set forth in subparagraph (c)(f)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c) (1) and (2) of the Commercial Computer Software-Restricted Rights at 48 C.F.R. S:52.227-19, as applicable.