NAKIVO Backup & Replication Protection Platform End User License Agreement (EULA) (27/7/2026)

BY OPENING THE PACKAGE, INSTALLING THE PRODUCT, CLICKING "AGREE", "YES", OR "ACCEPT",
OR OTHERWISE USING THE PRODUCT, THE ENTITY OR INDIVIDUAL ENTERING INTO THIS AGREEMENT
AGREES TO BE BOUND BY THE FOLLOWING TERMS. YOU ALSO ACKNOWLEDGE THAT YOU HAVE READ
AND ACCEPTED:

- NAKIVO PRIVACY POLICY www.nakivo.com/support/privacy-policy/; and
- ADDITIONAL AGREEMENTS AND POLICIES THAT MAY BE APPLICABLE TO SPECIFIC PRODUCTS AND
  SERVICES THAT YOU ACCESS.

IF YOU DO NOT AGREE WITH ANY OF THESE TERMS OR OUR PRIVACY POLICY, DO NOT INSTALL OR
USE THE PRODUCT. PROMPTLY RETURN THE PRODUCT TO NAKIVO OR YOUR NAKIVO RESELLER. IF
YOU REJECT THIS AGREEMENT, YOU WILL NOT ACQUIRE A LICENSE TO USE THE PRODUCT.

This Agreement ("Agreement") is between the entity or individual entering into this
Agreement ("Customer") and the NAKIVO entity for the applicable Territory as
described in Section 20 ("NAKIVO"). In addition to the restrictions imposed under
this Agreement, any additional use restrictions contained in the Product installation
instructions or release notes shall apply to Customer's use of the Product.

"Territory" means the country in which Customer acquired the License.

1. GENERAL DEFINITIONS

"Affiliate" means an entity that controls, is controlled by, or is under common
control with NAKIVO or Customer, where such control arises from either (a) a direct
or indirect ownership interest of more than 50% or (b) the power to direct or cause
the direction of the management and policies, whether through the ownership of voting
stock, by contract, or otherwise, equivalent to that provided by a direct or indirect
ownership interest of more than 50%.

"Documentation" means the technical publications relating to the software, including
release notes, and reference, user, installation, system administrator, and technical
guides provided with the Product.

"Licensed Capacity" means the amount of each Product licensed as established in the
Order.

"Order" means an agreed written or electronic document, subject to the terms of this
Agreement, that identifies the Products to be licensed and their Licensed Capacity,
the Support and/or other Services to be purchased, and the fees to be paid.

"Product" means the object code of the software and all accompanying Services and
Documentation delivered to Customer, including all items delivered by NAKIVO to
Customer under Support.

"Service" means any service rendered by NAKIVO, including but not limited to:
support, maintenance, cloud backup storage, cloud computing services.

"Support" means the support services program as further specified in this Agreement.

2. SCOPE

Licenses for Products are granted, and Services are obtained, solely through the
execution of Orders. Each Order is deemed to be a discrete contract, separate from
each other Order, unless expressly stated otherwise therein, and in the event of a
direct conflict between an Order and the terms of this Agreement, the terms of the
Order control only if the Order is executed by an authorized representative of each
party. Orders may be entered into under this Agreement by and between (a) NAKIVO or a
NAKIVO Affiliate; and (b) Customer or a Customer Affiliate. With respect to an Order,
the terms "NAKIVO" and "Customer" as used in this Agreement will be deemed to refer
to the entities that execute that Order, the Order is a two-party agreement between
these entities, and NAKIVO will separately invoice the Customer named in the Order
for the associated License fees and Service fees. Neither the execution of this
Agreement, nor anything contained herein, shall obligate either party to enter into
an Order. In the event an Order is proposed by NAKIVO and is deemed to constitute an
offer, then acceptance of such offer is limited to its terms. In the event Customer
proposes an Order by submitting a purchase order, then, regardless of whether NAKIVO
acknowledges, accepts, or fully or partially performs under such Order, NAKIVO
OBJECTS to any additional or different terms in the Order, other than those that
establish the Product, price, and Licensed Capacity in accordance with this
Agreement.

3. LICENSE

Subject to the terms of this Agreement, NAKIVO grants Customer a non-exclusive,
non-transferable, non-sub-licensable perpetual (unless a non-perpetual license is
provided on an Order) license, as specified in the relevant Order, to exercise the
following rights to the Product and/or Services up to the Licensed Capacity: (a) copy
the Product for the purpose of installing it on Customer's owned or leased hardware
at a facility owned or controlled by Customer in the Territory; (b) operate the
Product and/or Service solely for Customer's and its Affiliates' internal business
operations; and (c) make one copy of the Product for archival purposes only
(collectively, the "License"). Affiliates may use and access the Products and/or
Services under the terms of this Agreement, and Customer is responsible for its
Affiliates' compliance with the terms of this Agreement.

4. RESTRICTIONS

Customer will not: (a) copy, operate, or use any Product in excess of the applicable
Licensed Capacity; (b) modify, delete, or remove any ownership, title, trademark,
patent, or copyright notices ("Identification") from any Product; (c) copy any
Product or any portion of a Product without reproducing all Identification on each
copy or partial copy; (d) disassemble, reverse engineer, decompile, or otherwise
attempt to derive any Product source code from object code, except to the extent
expressly permitted by applicable law notwithstanding this limitation without
possibility of contractual waiver; (e) distribute, rent, lease, sublicense or provide
the Product or Service to any third party, or use it in a service bureau, outsourcing
environment, or for the process of third-party data; (f) provide a third party with
the results of any functional evaluation or performance tests without NAKIVO's prior
written approval; (g) attempt to disable or circumvent any of the licensing mechanism
within the Product; or (h) violate any other use restrictions contained in the
Documentation.

5. ACCEPTABLE USE

Customer will not use the Products or Services, or encourage, promote, facilitate, or
instruct others to: (a) use the Products or Services for any illegal purposes; (b)
use the Products or Services for any spamming, chain letters or other use that may
disrupt the Services or the networks through which you access and use the Services;
(c) send altered, deceptive, or false source-identifying information, including
"spoofing" or "phishing"; (d) access or attempt to access any accounts for which you
have no access authorization or duplicate, modify, distribute, or display any of the
data or files from any such account; (e) interfere with or disrupt any user, host, or
network, for example by sending a virus, overloading, flooding, spamming, or
mail-bombing any part of the Services; (f) probe, scan, or test the vulnerability of
any system or network; (g) use the Products or Services in conjunction with any code
or material that violates the intellectual property rights of others; (h) disseminate
any viruses, worms, malware, Trojan software or any other similar contaminating or
destructive features; (i) breach or otherwise circumvent any security or
authentication measures; (j) access, tamper with, or use non-public areas or
interfaces of the Products or Services, you have not been licensed to; or (k) violate
any regulations, policies and procedures of networks through which you access and use
the Services.

6. PRODUCT PERFORMANCE WARRANTY

NAKIVO warrants that: (a) the Product will perform in substantial accordance with its
Documentation for a period of thirty (30) days from the date of the first Order; and
(b) NAKIVO has used commercially reasonable efforts consistent with industry
standards to scan for and remove software viruses; and (c) other than passwords that
may be required for the operation of the Product or Service, NAKIVO has not inserted
any code that is not addressed in the Documentation and is designed to delete,
interfere with, or disable the normal operation of the Product or Service in
accordance with the License. This warranty does not apply to any problems caused by:
(a) hardware; or (b) software other than the Product; or (c) use of the Product, or
use of software other than the Product, without installing the latest security and
reliability software updates; or (d) misuse of the Product or Service; or (e) use of
the Product other than as provided by the applicable License; or (f) modification of
the Product; or (g) claims made outside the warranty period; or (h) claims made
without complying with the notice and access requirements set forth below. This
warranty does not cover: (i) any additional Licensed Capacity; (ii) any Product
delivered under Support services; or (iii) any Product delivered under Section 12.

7. LIMITED REMEDIES

NAKIVO's entire liability, and Customer's exclusive remedy, for breach of the above
warranty is limited to: NAKIVO's use of commercially reasonable efforts to have the
Product perform in substantial accordance with its Documentation, or replacement of
the non-conforming Product within a reasonable period of time. If NAKIVO cannot have
the Product perform in substantial accordance with its Documentation and replace the
Product within a commercially reasonable time period, then NAKIVO will refund the
amount paid by Customer for the License for that Product. Customer's rights and
NAKIVO's obligations in this section are conditioned upon Customer's providing NAKIVO
during the warranty period defined in Clause 6(a) hereof: (a) full cooperation; and
(b) access to the Product in resolving any claim; and (c) access to Customer's
hardware and software environment of the Product; and (d) written notice addressed to
the NAKIVO Legal Department that includes notice of the claim, a complete description
of the alleged defects sufficient to permit their reproduction in NAKIVO's
development or support environment, and a specific reference to the Documentation to
which such alleged defects are contrary.

8. DISCLAIMER OF WARRANTIES

DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, THE
PRODUCT IS PROVIDED WITHOUT ANY OTHER WARRANTIES WHATSOEVER, AND NAKIVO, ITS
AFFILIATES, AND LICENSORS DISCLAIM ALL OTHER WARRANTIES, INCLUDING, WITHOUT
LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND NON-INFRINGEMENT. NAKIVO DOES NOT WARRANT THAT THE OPERATION OF THE
PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL DEFECTS CAN BE CORRECTED.

9. PAYMENTS AND DELIVERY

Customer will pay each License fee and/or Service fee upon receipt of invoice.
Customer will pay or reimburse NAKIVO, or, when required by law, the appropriate
governmental agency for taxes of any kind, including sales, use, VAT, excise, customs
duties, withholding, property, and other similar taxes (other than taxes based on
NAKIVO's net income) imposed in connection with the License and/or Service fees that
are exclusive of those taxes. For Products that are delivered electronically, upon
request from NAKIVO, Customer agrees to provide NAKIVO with Documentation supporting
that the designated Product was received electronically. If Customer accepts any
Product in a non-electronic format, there may be an additional charge and it is the
sole responsibility of Customer to bear any sales/use tax obligation, penalties, and
interest. The unpaid balance of each late payment bears interest at a rate equal to
the lesser of 1% per month or the maximum amount permitted by law. All Products are
licensed FCA ("Free Carrier" as per Incoterms 2000) shipping point. The Products are
accepted on the date NAKIVO delivers the Product to the Customer, either physically
or by providing access codes for electronic download, whichever occurs first;
however, such acceptance will not affect the Product Performance Warranty provided in
this Agreement.

10. PROPRIETARY RIGHTS AND CONFIDENTIALITY

(a) NAKIVO, its Affiliates, or licensors retain all right, title, and interest to the
Product, Services, Support, and all related intellectual property and proprietary
rights. The Product and all third-party software provided with the Product are
protected by applicable copyright, trade secret, industrial, and other intellectual
property laws. Customer may not remove any product identification, copyright,
trademark, or other notice from the Product. NAKIVO reserves any rights not expressly
granted to Customer in this Agreement. (b) "Confidential Information" means all
proprietary or confidential information that is disclosed to the recipient
("Recipient") by the discloser ("Discloser"), and includes, among other things (i)
any and all information relating to the Discloser's financial information, customers,
employees, products, or services, including, without limitation, software code,
flowcharts, techniques, specifications, development and marketing plans, strategies,
and forecasts; (ii) as to NAKIVO, and its licensors, the Product and any third-party
software provided with the Product; and (iii) the terms of this Agreement, including,
without limitation, Product pricing information. Confidential Information does not
include information that Recipient can show: (a) was rightfully in Recipient's
possession without any obligation of confidentiality before receipt from the
Discloser; (b) is or becomes a matter of public knowledge through no fault of
Recipient; (c) is rightfully received by Recipient from a third party without
violation of a duty of confidentiality; or (d) is independently developed by or for
Recipient. Recipient may not disclose Discloser's Confidential Information to any
third party or use the Confidential Information in violation of this Agreement. The
Recipient (i) will exercise the same degree of care and protection with respect to
the Confidential Information of the Discloser that it exercises with respect to its
own Confidential Information and (ii) will not, either directly or indirectly,
disclose, copy, distribute, republish, or allow any third party to have access to any
Confidential Information of the Discloser. Notwithstanding the foregoing, Recipient
may disclose Discloser's Confidential Information to Recipient's employees and agents
who have the need to know provided that such employees and agents have legal
obligations of confidentiality substantially the same (and in no case less
protective) as the provisions of this Agreement. (c) Notification Obligation. If the
Recipient becomes aware of any unauthorized use or disclosure of Discloser's
Confidential Information, then Recipient will promptly and fully notify the Discloser
of all facts known to it concerning such unauthorized use or disclosure. In addition,
if the Recipient or any of its employees or agents are required (by oral questions,
interrogatories, requests for information, or documents in legal proceedings,
subpoena, civil investigative demand, or other similar process) to disclose any of
Discloser's Confidential Information, the Recipient will not disclose the Discloser's
Confidential Information without providing the Discloser with commercially reasonable
advance prior written notice to allow Discloser to seek a protective order or other
appropriate remedy or to waive compliance with this provision. In any event, the
Recipient will exercise its commercially reasonable efforts to preserve the
confidentiality of the Discloser's Confidential Information, including, without
limitation, cooperating with Discloser to obtain an appropriate protective order or
other reliable assurance that confidential treatment will be accorded to the
Confidential Information. Notwithstanding the foregoing, Customer agrees that NAKIVO
may include Customer's name on customer lists.

11. DISCLAIMER OF DAMAGES; LIMITS ON LIABILITY

DISCLAIMER OF DAMAGES; LIMITS ON LIABILITY. EXCEPT FOR VIOLATIONS OF THE LICENSE
(SECTION 3), LICENSE RESTRICTIONS (SECTION 4), PROPRIETARY RIGHTS AND CONFIDENTIALITY
(SECTION 10) AND FOR INFRINGEMENT CLAIMS (SECTION 13), NEITHER PARTY, ITS AFFILIATES,
NOR NAKIVO'S LICENSORS ARE LIABLE FOR (A) ANY SPECIAL, INDIRECT, INCIDENTAL,
PUNITIVE, OR CONSEQUENTIAL DAMAGES RELATING TO OR ARISING OUT OF THIS AGREEMENT,
SUPPORT, THE PRODUCT, SERVICES, OR ANY THIRD PARTY CODE OR SOFTWARE PROVIDED WITH THE
PRODUCT (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST COMPUTER USAGE TIME, AND
DAMAGE TO, OR LOSS OF USE OF DATA), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES, AND IRRESPECTIVE OF NEGLIGENCE OF A PARTY OR WHETHER SUCH DAMAGES RESULT
FROM A CLAIM ARISING UNDER TORT OR CONTRACT LAW, OR (B) DAMAGES OF ANY KIND IN AN
AMOUNT GREATER THAN THE AMOUNT OF ACTUAL, DIRECT DAMAGES UP TO THE CAP. THE TERM
"CAP" MEANS (I) IF NAKIVO IS THE PAYOR, THE AMOUNT PAID BY CUSTOMER FOR THE LICENSE
TO THE PRODUCT GIVING RISE TO SUCH DAMAGES; AND (II) IF CUSTOMER IS THE PAYOR, THE
GREATER OF THE AMOUNT PAID OR PAYABLE, BY CUSTOMER FOR THE LICENSE TO THE PRODUCT
GIVING RISE TO SUCH DAMAGES.

12. TRIAL LICENSE AND FREE LICENSE

NAKIVO may determine, in its sole discretion, to make Products available to Customer
without an Order and without charge. Such Products are deemed to be "Products"
pursuant to this Agreement except that (a) they are provided to Customer solely so
that Customer may evaluate internally whether to acquire a license to the products
for a fee; and (b) the license term for such products is fifteen (15) days or any
other number of days specified by NAKIVO; and (c) the Products are provided "AS IS"
and without any warranty or support; and (d) the Product cannot be put into
productive use or included as part of Customer's business processes in any manner,
unless or until they are expressly licensed and paid for under an Order. NAKIVO may
terminate all of Customer's rights and licenses to these Products for NAKIVO's
convenience upon notice to Customer.

13. INFRINGEMENT CLAIMS

If a third party asserts a claim against Customer asserting that Customer's use of a
Product in accordance with this Agreement violates that third-party's patent, trade
secret, or copyright rights ("Infringement Claim"), then NAKIVO will, at its own
expense: (a) defend or settle the Infringement Claim; and (b) indemnify Customer for
any damages finally awarded against Customer based on infringement by the Product.
NAKIVO's obligations under this Section do not apply if: (a) NAKIVO's Legal
Department does not receive prompt, detailed written notice of the Infringement Claim
from Customer; (b) NAKIVO is unable to retain sole control of the defense of the
Infringement Claim and all negotiations for its settlement or compromise; (c) NAKIVO
does not receive all reasonable assistance; or (d) the Infringement Claim is based on
(i) the use of the Product and/or Services in combination with products not approved
by NAKIVO in the Product Documentation, (ii) the failure of Customer to use any
updates to such Product within a reasonable time after such update are made available
to Customer, or (iii) the failure of Customer to use the Product as permitted by the
Order and in accordance with the Documentation. NAKIVO will not bind Customer to a
monetary obligation in a settlement or compromise, or make an admission on behalf of
Customer, without obtaining Customer's prior consent. If NAKIVO determines in
NAKIVO's reasonable discretion that use of the Products should be stopped because of
an Infringement Claim or potential Infringement Claim, if a court of competent
jurisdiction enjoins Customer from using a Product as a result of an Infringement
Claim and NAKIVO is unable to have such injunction stayed or overturned, or if NAKIVO
settles an Infringement Claim on terms that would require Customer to stop using the
Product, then NAKIVO will, at its expense and election: (a) modify or replace the
Product, (b) procure the right to continue using the Product, or (c) if in NAKIVO's
reasonable judgment, neither (a) or (b) is commercially reasonable, (i) terminate
Customer's License to the Product for any perpetual License, and (ii) for any
non-perpetual License, release Customer from its obligation to make future payments
for the Product. This Section contains Customer's exclusive remedies and NAKIVO's
sole liability for Infringement Claims.

14. TERMINATION

Upon thirty (30) days' advance written notice, either party may terminate this
Agreement for its convenience on a prospective basis; however, such termination will
have no effect on Orders executed by the parties prior to its effective date and such
Orders will remain in full force and effect under the terms of this Agreement. NAKIVO
may: (i) terminate an Order and the Licenses to the Products on that Order if
Customer fails to pay any applicable fees due under that Order within 30 days after
receipt of written notice from NAKIVO of non-payment; (ii) terminate any or all
Orders, Licenses to the Products and/or this Agreement, without notice or cure
period, if Customer violates the intellectual property rights of NAKIVO, its
Affiliates or licensors, or uses the Products outside of the scope of the applicable
Licenses; or (iii) terminate all Licenses and this Agreement in whole or in part if
Customer commits any other material breach of this Agreement and fails to correct the
breach within 30 days after NAKIVO notifies Customer in writing of the breach. Upon
any termination of a License, Customer will immediately uninstall and stop using the
relevant Products, and upon NAKIVO's request, Customer will immediately return such
Products to NAKIVO, together with all related Documentation and copies, or certify
its destruction in writing. Neither party is liable for its failure to perform any
obligation under this Agreement, other than a payment obligation, during any period
in which performance is delayed by circumstances beyond that party's reasonable
control.

15. AUDIT

If requested by NAKIVO not more than once in thirty (30) days, Customer agrees to
deliver to NAKIVO periodic product usage reports generated from specific Products
(when available) or written reports, whether generated manually or electronically,
specifying Customer's use of the Products. Additionally, if requested by NAKIVO not
more than once in ninety (90) days, Customer agrees to allow NAKIVO to perform an
audit at Customer's facilities during normal business hours to ensure compliance with
the terms of this Agreement. Customer agrees to cooperate during any such audit and
to provide reasonable access to its information and systems. If an audit reveals that
Customer has exceeded the Licensed Capacity for a Product, Customer agrees to pay the
applicable fees for additional capacity. If the understated capacity exceeds 5% of
the Licensed Capacity of the applicable Products, then Customer agrees to also pay
NAKIVO's reasonable costs of conducting the audit.

16. EXPORT CONTROLS

By using the Technology (as this term is defined below), Customer acknowledges that
it is responsible for complying with the applicable laws and regulations of the
United States and all other relevant countries relating to exports and re-exports.
Customer agrees that it will not download, access, license, or otherwise export or
re-export, directly or indirectly, any software code (delivered as a NAKIVO Product
and/or Service, through support or maintenance, or through other services), any
technical publications relating to the software code, such as release notes, and
reference, user, installation, systems administrator and technical guides, or
services (collectively, "Technology") in violation of any such laws and regulations,
including regulations prohibiting export to certain restricted countries ("Restricted
Countries"), or without any written governmental authorization required by such
applicable laws. The list of Restricted Countries may and does change from time to
time. It currently includes Cuba, Iran, North Korea, and regions of Ukraine under
effective control of the Russian Federation, including, but not limited to Crimea and
select areas of the Luhansk and Donetsk regions. In particular, but without
limitation, the Technology may not be downloaded, licensed, transferred, or otherwise
exported or re-exported, directly or indirectly, including through remote access (a)
into a Restricted Country or to a national or resident of a Restricted Country; (b)
to anyone on the U.S. Department of the Treasury's list of Specially Designated
Nationals or Other Blocked Persons, the U.S. Commerce Department's Denied Persons
List, Entity List, or Unverified List; or (c) to or for any proliferation-related
(nuclear weapons, missile technology, or chemical/biological weapons) end use. By
downloading, licensing and/or using the Technology, Customer represents and warrants
that: (a) it is not located in, under the control of, acting on behalf of, or a
national or resident of any Restricted Country; (b) Customer is not on any list
identified above; (c) Customer is not involved in any prohibited end use identified
above; and (d) no U.S. federal agency has suspended, revoked, or denied its export
privileges. Customer agrees that all rights to use the Technology are granted on the
condition that such rights are forfeited if Customer fails to comply with these
terms.

Regulation (EU) 2021/821 establishes a Union regime for controlling exports,
brokering, technical assistance, transit and transfer of dual-use items and
technology. The Technology is intended solely for civilian end uses.

Therefore, Customer agrees not to (a) use, export, re-export, transfer, release, or
otherwise make the Technology available in violation of any applicable export control
or sanctions laws; (b) license, download, or transfer, directly or indirectly, any
Technology controlled by it to any military entity or to any other entity for
military purposes, including any state security force, where prohibited by applicable
law; or (c) knowingly transfer any Technology to end users for use in connection with
chemical, biological, or nuclear weapons or missiles capable of delivering such
weapons, where prohibited by applicable law, (d) export, re-export, transfer, or
otherwise make the Technology available to any person or entity subject to applicable
sanctions or export restrictions, or located in any country or territory subject to
comprehensive sanctions, unless all required governmental authorizations have been
obtained. Customer represents and warrants that it will comply with all applicable
export control and sanctions laws and regulations and will obtain any required export
or re-export licenses or other governmental authorizations before transferring the
Technology.

Customer also agrees: (a) not to export or re-export any Technology to an entity that
is based in China that describes itself as "Institute" or "Academy"; and (b) not to
knowingly export or re-export any Technology to any country that is subject to
sanctions imposed by the European Union, United Nations, or Organization for Security
and Co-operation in Europe sanctions without first obtaining any required validated
license.

17. GOVERNING LAW

This Agreement is governed by the laws of the State of Nevada, without regard to its
conflict-of-laws principles. The United Nations Convention on Contracts for the
International Sale of Goods is specifically disclaimed in its entirety.

18. ARBITRATION

ANY CONTROVERSY, CLAIM, OR DISPUTE BETWEEN CUSTOMER AND NAKIVO ARISING OUT OF OR
RELATING TO THIS AGREEMENT, OR THE BREACH OR ALLEGED BREACH THEREOF, SHALL BE SETTLED
BY BINDING ARBITRATION CONDUCTED IN ENGLISH. THE ARBITRATION SHALL BE HELD IN NEVADA,
CLARK COUNTY, U.S.A., UNDER THE CURRENT COMMERCIAL OR INTERNATIONAL, AS APPLICABLE,
RULES OF THE AMERICAN ARBITRATION ASSOCIATION. THE COSTS OF THE ARBITRATION SHALL BE
BORNE EQUALLY PENDING THE ARBITRATOR'S AWARD. THE AWARD RENDERED SHALL BE FINAL AND
BINDING UPON THE PARTIES AND SHALL NOT BE SUBJECT TO APPEAL TO ANY COURT, AND MAY BE
ENFORCED IN ANY COURT OF COMPETENT JURISDICTION. NOTHING IN THIS AGREEMENT SHALL BE
DEEMED AS PREVENTING EITHER PARTY FROM SEEKING INJUNCTIVE RELIEF FROM ANY COURT
HAVING JURISDICTION OVER THE PARTIES AND THE SUBJECT MATTER OF THE DISPUTE AS
NECESSARY TO PROTECT EITHER PARTY'S CONFIDENTIAL INFORMATION, OWNERSHIP, OR ANY OTHER
PROPRIETARY RIGHTS. ALL ARBITRATION PROCEEDINGS SHALL BE CONDUCTED IN CONFIDENCE, AND
THE PARTY PREVAILING IN ARBITRATION SHALL BE ENTITLED TO RECOVER ITS REASONABLE
ATTORNEYS' FEES AND NECESSARY COSTS INCURRED RELATED THERETO FROM THE OTHER PARTY.

19. U.S. FEDERAL ACQUISITIONS

This Section applies to all acquisitions of the commercial Product subject to this
Agreement by or on behalf of the U.S. federal government, or by any prime contractor
or subcontractor (at any tier) under any contract, grant, cooperative agreement, or
other activity with the U.S. federal government. By accepting delivery of the
Product, the government hereby agrees that the Product qualifies as "commercial"
within the meaning of the acquisition regulations applicable to this procurement. The
terms and conditions of this Agreement shall pertain to the government's use and
disclosure of the Product, and shall supersede any conflicting contractual terms and
conditions. If the license granted by this Agreement fails to meet the government's
needs or is inconsistent in any respect with Federal law, the government agrees to
return the Product, unused, to NAKIVO. The following additional statement applies
only to acquisitions governed by DFARS Subpart 227.4 (October 1988): "Restricted
Rights - Use, duplication and disclosure by the Government is subject to restrictions
as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer
Software clause at DFARS 252.227-7013 (Oct. 1988).

20. NAKIVO ENTITIES

The following licensing entities apply to this Agreement:
Territory: Worldwide
Licensing Entity: NAKIVO, Inc.

Address of Licensing Entity:
4894 Sparks Blvd.
Sparks, NV USA
89436-8202

21. ASSIGNMENT AND TRANSFERS

Customer may not assign or transfer a Product separately from the applicable
Agreement and License, and may not assign or transfer an Agreement or a License,
except in the event of a merger with or into, or a transfer of all or substantially
all of Customer's assets to, a third party that assumes all of Customer's liabilities
and obligations under the Agreement and License, expressly agrees to be bound by and
comply with all of the terms of the Agreement and License. Any attempt to assign or
transfer an Agreement or License in violation of this provision will be null and void
and treated as a violation of NAKIVO's intellectual property rights or use outside
the scope of the License.

22. MISCELLANEOUS TERMS

A waiver by a party of any breach of any term of this Agreement will not be construed
as a waiver of any continuing or subsequent breach. If any term of this Agreement be
invalid or unenforceable, the remaining terms will remain in effect. The parties
acknowledge that they have read this Agreement and agree that it is the complete and
exclusive statement of the agreement and supersedes any prior or contemporaneous
negotiations or agreements, between the parties relating to the subject matter of
this Agreement. This Agreement may not be modified or rescinded except in writing
signed by both parties. The prevailing party in any litigation is entitled to recover
its attorney's fees and costs from the other party. To the extent NAKIVO Products
include third-party code: (a) if such code is provided for use with a Product, it may
be used only with that Product unless otherwise provided for in the Documentation;
and (b) if the Documentation contains terms that pertain to such third party code,
those terms govern the third party code in place of the terms of the applicable Order
and this Agreement; except that the third party terms will not (i) negate or amend
the rights granted by NAKIVO to Customer or the obligations undertaken by NAKIVO in
the applicable Order or this Agreement with respect to a Product; or (ii) impose any
additional restrictions on Customer's use of the Product. In some circumstances,
usually either for the convenience of its customers or in order to comply with the
obligation to make source code available under specific license terms, NAKIVO
distributes to customers, without charge, products that are not governed by an Order
or this Agreement. Such products are distributed separately from the NAKIVO Products,
are governed by the license terms that are included with them, and are provided by
NAKIVO AS IS, WHERE IS, AND WITHOUT WARRANTIES OF ANY KIND, WHETHER ORAL OR WRITTEN,
EXPRESS OR IMPLIED, AND EXCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. The parties agree that
this Agreement and related documents are drawn up in the English language.

23. SUPPORT

Customer may acquire NAKIVO support services ("Support") under an Order. Once Support
is acquired for a Product, Customer is automatically enrolled in Support on a monthly
or on an annual basis for all Licensed Capacity of the Product, unless either party
terminates Support on all Licensed Capacity of a Product upon at least thirty (30)
days written notice prior to the next Support anniversary date. The monthly or annual
fee for Support will be agreed upon at the time of each Order. NAKIVO may change its
Support terms, to be effective upon Customer's support anniversary date. NAKIVO
reserves the right to discontinue Support for a Product where NAKIVO generally
discontinues such services to all licensees of that Product. Any Customer who is not
current on Support will not be issued with new license keys (including license merges
and edition upgrades) until Support is renewed. If Support is terminated and Customer
re-enrolls in Support, NAKIVO may charge Customer a reinstatement fee.

24. ADDITIONAL TERMS

The following additional terms are incorporated into this Agreement.

a. DEFINITIONS. Terms set forth below have the indicated meaning regardless of
whether they are capitalized.

"Computer" or "Server" has the meaning generally given in the computer industry,
which is a single machine, whether a central processing unit, such as a mainframe
machine, or a distributed-systems machine, such as a Unix or Intel based server. A
mainframe machine would be an individual mainframe computer having single or multiple
processors or engines.

"Enterprise" is the environment consisting of all hardware owned or leased by
Customer in the Territory.

b. LICENSE RESTRICTIONS. The following restrictions apply to certain Products. Each
"NAKIVO Backup & Replication" License is limited for use per-CPU - Subcapacity or
per-Computer - Subcapacity.

c. UNITS OF MEASUREMENT. The following units of measurement apply to certain
Products.

per CPU - Full Capacity: A License is required for the total number of active,
physical CPUs in each Computer on which the Product performs backup or replication
tasks, either remotely or locally. "CPU" means a physical processor or central
processing unit in a designated Computer that contains the logic circuitry that
executes a computer's program instructions and refers to the "socket", which may
contain one or more processor cores.

per CPU - Subcapacity: A License is required for all active, physical CPUs on which
the Product performs backup or replication tasks, either remotely or locally. "CPU"
means a physical processor or central processing unit in a designated Computer that
contains the logic circuitry that performs a Computer's program instructions and
refers to the "socket", which may contain one or more processor cores.

per Computer - Full Capacity: A License is required for all active Computers (either
virtual or physical) on which the Product performs backup or replication tasks,
either remotely or locally.

per Computer - Subcapacity: A License is required for all active Computers on which
the Product performs backup or replication tasks, either remotely or locally.

YOU AGREE THAT YOU HAVE READ THIS AGREEMENT AND INTEND TO BE BOUND, AS IF YOU HAD
SIGNED THIS AGREEMENT IN WRITING. IF YOU ARE ACTING ON BEHALF OF AN ENTITY, YOU
WARRANT THAT YOU HAVE THE AUTHORITY TO ACCEPT THE TERMS OF THIS AGREEMENT ON BEHALF
OF THAT ENTITY.