LCS Cloud Governance License Agreement End User Licence Agreement (“Agreement”) This Agreement is entered between you (the “Client”) and the Insight entity identified on the website where the Software is purchased (“Insight”). This Agreement is effective upon your acceptance of this Agreement or upon installation of the Software (as defined below), whichever is earlier. If you are entering into this Agreement on behalf of a legal entity, you warrant and represent that you are authorised to bind such entity into the terms and condition of this Agreement. 1. AGREEMENT PURPOSE This Agreement governs the term on which Insight licenses the Software to Clients for a minimum licence term of 12 months and at the license fee (“License Fee”) as indicated in the quotation (“Quotation”) or as identified and/or as identified in the pricelist available at Insight’s website. 2. SOFTWARE DESCRIPTION 2.1. Software description: Azure Enterprise Agreement Cost Control Dashboards. 2.2. Organizations that subscribe to the Software let end users retain control over the most important information they need at that moment. The Software is automatically updated by Insight. 2.3. Pre-requisites: the Software is installed in the Microsoft Azure tenant and requires the Client to have a valid Microsoft account (Work and Shool Account or Live Account). 3. LICENCE 3.1. Insight hereby grants to the Client a personal, non-transferable, non-exclusive licence (“Licence”) to use the Software on the System during the Trial Period solely for the purposes of the Objective. 3.2. The Client may make such copies of the Software as are necessary to evaluate the Software on the System or for back-up purposes, but not for any other purpose. 3.3. Either party may terminate this Agreement if the other party is in breach of any of its obligations under this Agreement and has not remedied such breach within 30 calendar days from the date of the other party’s notice of such breach. Upon termination or expiration of this Agreement, the Client shall stop using the Software and Information and within two working days return to Insight all copies of all or part of the Software on any tangible medium and any documents containing any item of the Information and shall completely delete all electronic copies of all or any part of the Software and/or the Information resident in the System or elsewhere. 3.4. Client agree not to, and will not permit others to license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Software or make the Software available to any third party. 3.5. Client shall not reverse engineer, decompile, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. 4. LIABILITY AND WARRANTIES 4.1. Save for death and personal injury caused by Insight’s negligence, fraud or any other liability which cannot be excluded under the applicable law, Insight shall have no liability of any kind for any indirect or consequential damages, including but not limited to loss of profits, loss of business or reputation. Insight does not provide a back-up of Client’s data as part of the Software and shall not be liable for any loss or corruption of Client’s data. In no event shall Insight be liable for any special, consequential, incidental or indirect damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the Software, even if Insight is aware of the possibility of such damages. Insight’s liability for direct damages shall be limited to the amounts paid or payable by the Client to Insight for the Software during the calendar year in which the claim arises. 4.2. Insight’s guarantee is limited to the Software operating in accordance with its operation manual, provided the Software is used in accordance with such operation manual, during 12 calendar months from the date of purchase. Insight shall provide free updates and patches during the warranty period of 12 calendar months from the date of purchase. 4.3. Except for the warranty in clause 4.2, Insight provides no representations, conditions, warranties or other terms of any kind are given in respect of the Software or the Information, and all statutory warranties and conditions are excluded to the fullest extent possible. 5. CONFIDENTIALITY AND DATA PROTECTION 5.1. The Client shall respect and preserve the confidentiality of the Information for a period of five years after the date of its disclosure. The Client shall not without the prior written consent of Insight: (i) communicate or otherwise make available the Information to any third party; or (ii) use the Information itself for any commercial, industrial or other purpose other than the use of the Software in accordance with this Agreement; or (iii) copy, adapt, or otherwise reproduce the Information save as strictly necessary for the use of the Software according to its technical functions. 5.2. After the end/termination of this Agreement, or otherwise at any time at the request of Insight, the Client shall return or confirm destruction to Insight of all copies of all or any part of the Information which have been provided to the Client pursuant to this Agreement. 5.3. Both parties shall comply with the applicable data protection legislation. Insight shall have no responsibility or obligations regarding any personal data which Client does not provide to Insight in connection with the Software. Client authorises Insight to engage sub-processors to the extent required for the performance of the Agreement. Insight shall ensure that its sub-processors enter in to adequate contractual obligations for the protection of Client’s personal data. Client authorises Insight to transfer and process any personal data outside of the European Economic Area (EEA) in order to perform this Agreement, and for Insight’s other legitimate interests, provided that such transfer is made under a legal framework compliant with the Data Protection Legislation. Insight will process personal data as indicated at Insight’s privacy statement available at: 6. PROPERTY RIGHTS 6.1. Insight owns the Software, Information and all related documentation and shall at all times remain with Insight. The Client acknowledges that any disclosure pursuant to this Agreement shall not confer on the Client any intellectual property or other rights in relation to the Software or the Information other than its right to use under clause 3 (LICENCE). 6.2. If a third party notifies the Client of any claim that the use of the Software infringes any right of a third party, the Client agrees to immediately notify Insight. If any such claim is made to the Client or Insight, the Client shall, at Insight’s request, immediately cease use of the Software. If Insight is unable to allow the Client to continue evaluation of the Software, the provisions of clause 3.3 shall apply. 7. GENERAL 7.1. No variation of this Agreement shall be effective unless it is in writing and signed by or on behalf of both parties. 7.2. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the country where the Insight entity from which the Client licences the Software is based and subject to the jurisdiction of the courts of the same country. However, Insight may enforce the Client’s obligation of confidence in the courts of any jurisdiction having competence to issue an injunction directly enforceable against the Client