End User License Agreement PLEASE READ THIS AGREEMENT CAREFULLY THIS END USER LICENSE AGREEMENT ("AGREEMENT") IS BETWEEN MERCURY XRM LTD (THE "COMPANY") AND THE COMPANY WHO SUBSCRIBES TO THE SOLUTION(S) PROVIDED WHICH ACCOMPANIES THIS AGREEMENT (THE "CUSTOMER"). THIS AGREEMENT GIVES THE CUSTOMER THE RIGHT TO ACCESS AND USE THE COMPANY'S SOLUTION(S) THAT ARE SUBSCRIBED TO FROM THE COMPANY. THE COMPANY WILL CHARGE FOR EVERY MICROSOFT DYNAMICS 365 ORGANISATION INSTANCE THAT WISHES TO USE SOLUTON(S). THE COMPANY IS WILLING TO GRANT A CUSTOMER THE RIGHT TO ACCESS AND USE THE COMPANY'S SOLUTION(S) ONLY IF THE CUSTOMER ACCEPTS ALL OF THE TERMS OF THIS AGREEMENT, AND PAYS OR HAS PAID THE COMPANY, THE FULL SUBSCRIPTION PRICE FOR USE OF THE LICENSE TO WHICH THE CUSTOMER HAS SUBSCRIBED. THE PRICE FOR THE SOLUTION(S) IS PER ORGANISATION/INSTANCE AND MUST BE LISCENSED FOR ALL INSTANCES THE CUSTOMER WISHES TO INSTALL THE SOLUTION(S) ON. THIS MEANS SEPARATE LICENSES WILL BE REQUIRED FOR EACH PRODUCTION, DEVELOPMENT, TEST, SANDBOX INSTANCE. BY CLICKING THE "I AGREE" BUTTON BELOW AND ACCESSING THE SERVICE, THE CUSTOMER ACKNOWLEDGES THAT THE CUSTOMER HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY IT. IF THE CUSTOMER DOES NOT AGREE TO ALL OF THE TERMS IN THIS AGREEMENT, THE CUSTOMER SHOULD NOT ACCESS OR OTHERWISE UTILIZE THE PRODUCTS BECAUSE NO LICENSE SHALL HAVE BEEN GRANTED THERETO. 1. LICENSE In consideration of the payment of the subscription fees by the Customer, Mercury will provide the services in accordance with this Agreement; and grant the Customer a renewable, irrevocable (save as provided in this Agreement), non-exclusive, worldwide right for the Customer and its employees, contractors agents, and any other person authorised by the Customer, (each, a “User”) to access and use the Services for the Customer’s own business purposes during the Term. 2. RESTRICTIONS User may not copy, modify, or transfer the solution to others, in whole or in part, except as expressly provided in this Agreement. The solution contains trade secrets of the Company, and the User may not reverse engineer, disassemble, decompile, or translate the solutions, or otherwise attempt to derive its source code or the source code through which the solution is accessed, or authorize any third-party to do any of the foregoing. The license granted hereunder is personal to the User, and any attempt by the User to transfer any of the rights, duties or obligations hereunder shall terminate this Agreement and be void. The User may not rent, lease, loan, resell, or distribute the solution or any part thereof in any way including, but not limited to, making the solution available to others via shared access to a single computer, a computer network, or by sharing access information, which includes the User's Username and Password. 3. OWNERSHIP The Company's solutions are the property of the Company, if any, and subject to applicable patent, copyright, trade secrets, trademarks and other proprietary rights. The solutions are licensed, not sold, to the User for use only under the terms of this Agreement, and the Company reserves all rights not expressly granted to the User. 4. TERM Customer must subscribe to service each month, year or applicable licensing period. Renewal of subscription will be automatic until Company communicates in writing the desire to terminate the subscription. Charge is paid at the beginning of each month and will be paid by credit card only. Company will process Customer credit card for each solution subscribed charging for all Users enabled until the last day of the current month. If the credit card transaction fails the solutions will expire. This Agreement and license granted herein will terminate at the end of the last day of the month subscribed and for which payment has been received in full unless credit card payment is processed for service(s). 5. TERMINATION This Agreement will terminate immediately if the Customer or any User breaches any term of this Agreement. Further, in the event of a termination or expiration of any agreement between the Company, User's right to access and use the solutions may also terminate or expire without prior notice to User. A Customer may terminate this Agreement at any time by notifying the Company in writing prior to the 1st of the month (payment processing). Upon receipt of notice of termination from the User, the license and the User's access to the solutions(s) shall expire on the last day of the month. 6. WARRANTY DISCLAIMER EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE COMPANY'S SOLUTION(S) ARE PROVIDED "AS IS" AND THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, FOR THE SOLUTION(S) AND ANY OTHER MATERIAL PROVIDED TO THE USER BY THE COMPANY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. THE COMPANY DOES NOT WARRANT THAT THE SOLUTION(S) ARE ERROR-FREE, THAT THEIR OPERATION WILL BE UNINTERRUPTED, OR THAT SOLUTION(S) WILL MEET ANY PARTICULAR USER REQUIREMENTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY MAKES NO WARRANTY AND PROVIDES NO ASSURANCE THAT THE SOLUTION(S) WILL MEET CERTIFICATION REQUIREMENTS OF ANY REGULATORY AUTHORITY OR OTHER ASSOCIATION LICENSING AGENCY. 7. WAIVER No failure to enforce any term of this Agreement shall constitute a waiver of such term in the future unless such waiver so provides by its terms. 8. SEVERABILITY If any part of this Agreement is for any reason found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected and same shall remain in effect.