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THIS AGREEMENT ("AGREEMENT") IS ESTABLISHED BETWEEN WOOL DATA, LLC ("WOOL") AND YOU ("USER"), AN INDIVIDUAL OR LEGAL ENTITY USING OUR SOFTWARE. THE AGREEMENT GOVERNS YOUR SUBSCRIPTION AND USE OF OUR SERVICES. IF YOU REGISTER FOR A FREE TRIAL FOR OUR SERVICES OR HAVE BEEN PROVIDED A LICENSE KEY THROUGH AN AZURE ENGAGEMENT OR BY WOOL DATA, THIS AGREEMENT WILL ALSO GOVERN YOUR USE OF THE SOFTWARE.

BY ACCEPTING THIS AGREEMENT, BY CLICKING ON THE "AGREE", "ACCEPT" OR SIMILAR BUTTON IN THE SOFTWARE OR ON THE WEBSITE YOU ACCEPT AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT AS AN EMPLOYEE OR AGENT OF A CORPORATION OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, CLICK ON THE "CANCEL" BUTTON, OR EXIT FROM THE SOFTWARE APPLICATION, AS APPLICABLE, AND THE REGISTRATION OR INSTALLATION PROCESS WILL CEASE AND YOU MAY NOT USE THE SERVICES.

The Agreement governs the use of Wool's software-as-a-service product, referred to as Wool Insights which collects infrastructure operations, infrastructure configuration and infrastructure performance data regarding your computing environment from Your IT systems (collectively, "Operational Metadata") as well as Public Cloud platform billing and usage data. This data is sent to Wool's portal ("Wool Insights Portal"), where it is analyzed to produce summary reports ("Wool Insights Reports").

2.1 Registration. In order to access the Services, you must receive a unique alphanumeric code that is assigned to the User and has an assigned expiration date and determines which modules are accessible ("License Key") from an authorized Azure engagement representative or Wool Data. You agree to (1) provide true, accurate, current and complete information about yourself; and (2) notify Wool Data promptly upon any change to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to immediately suspend or terminate your Account and refuse any and all current or future use of the Services. By using the Licensed Software or accessing the Wool Insights Portal, you confirm your understanding of, and agreement to, this Agreement. This Agreement represents the entire understanding and agreement between you and Wool regarding the Services and supersedes any prior statements or representations.

2.2 Provision of Services. Wool shall make the Services available to you, for the modules and for the time period set in the License Key provided to you for your Azure engagement, pursuant to this Agreement.

2.3 Use of the Services. You shall (i) be responsible for Users' compliance with this Agreement, (ii) be solely responsible for the accuracy, quality and integrity of any data or information submitted by you to the Services and the output of such data or information (collectively, "Your Data"), and of the means by which you or your Users acquired Your Data, and for ensuring the collection, transfer or use of Your Data (including personal data) does not infringe the rights or privacy of any individual or third party and does not violate any applicable law, regulation or directive, (iii) use diligent efforts to prevent unauthorized access to or use of the Services, and notify us promptly of any such unauthorized access or use, and (iv) use the Services only in accordance with the Documentation and applicable laws and government regulations. We reserve the right to modify Services, add new Services, or discontinue providing any Services at any time.

3.1 Application. In order to utilize certain Services, you may need to download our proprietary software program ("Application"). Subject to your compliance with this Agreement, we grant you a limited non-exclusive, non-transferable, non-sublicensable, revocable internal use license during the term of the License Key to download, install, use, display, and execute the Application, for the sole purpose of enabling you to use the Services in the manner permitted by this Agreement. You acknowledge and agree that (a) we shall not be responsible for loss or alteration of programs, data or other information resulting from your use of the Application or Services; and (b) the Application contains a "phone home" feature that remotely connects to our technical support facility.

3.2 Operational Metadata and Public Cloud Billing Data. You acknowledge and agree that, as part of the Services, the Application will transmit certain Operational Metadata as well as Public Cloud platform billing and usage data, to us. We will not distribute any such Operational Metadata to any third party unless you authorize the distribution of such Operational Metadata to such third party. You explicitly grant Wool the right to share the Wool Insights Reports and Processed Data with the partner or customer-designated recipients associated with your Azure engagement. This right to retain these reports and share with those authorized recipients extends indefinitely, even beyond the termination of this Agreement. Wool also reserves the right to produce and have produced statistical analyses of large distributions of anonymized Operational Metadata or Billing and Usage Data from multiple customers that cannot be reasonably used to identify you or any User ("Statistical Analyses"), and to reproduce, create derivative works, publicly display, publicly perform, and distribute such Statistical Analyses through multiple levels of distribution. The Application allows for searching for any sensitive or confidential information and substituting it for an anonymized value. You are solely responsible for scrubbing your Operational Metadata or Public Cloud billing and usage data prior to uploading it to be processed.

3.3 Restrictions. You agree not to reproduce, modify, distribute, transfer, disclose, or make available to any third party any part of the Application or Documentation in any form. You also agree not to allow any third party to access the Services unless specifically permitted by this Agreement or an Order. Further, you agree not to reverse engineer, decompile, disassemble, or attempt to derive the source code of the Application. You must not publish or distribute to third parties any results of performance tests, benchmark tests, or analyses related to the Application, Services, or any third-party product or service. The Application or Services may not be rented, sold, leased, or used in any service bureau or time-sharing arrangement, nor may you create derivative works based on the Application or Services. Copying, framing, or mirroring any part of the Services is prohibited. You must not use the Services to store or transmit harmful or malicious code, nor use the Application or Services for any purpose not expressly authorized by this Agreement. Access to the Services or Application by our direct competitors is prohibited without our prior written consent. Additionally, accessing the Services or Application to monitor their availability, performance, or functionality, develop a competitive product or service, or for any other benchmarking or competitive purposes is not allowed.

3.4 Ownership and Intellectual Property Rights. The Application, Services, Documentation, and all related materials, including any updates, enhancements, and new versions, are the exclusive property of Wool or its licensors, protected as valuable trade secrets. This ownership extends to all proprietary rights, such as copyrights, patents, trade secrets, and trademarks in the Licensed Software and the Wool Portal. Nothing in this Agreement constitutes a transfer of these proprietary rights from Wool to you. Your use of the Services, Application, and Documentation is strictly limited to your internal business purposes and is governed by the terms expressly granted by this Agreement. We do not grant any implied rights under Wool patents, copyrights, trademarks, or trade secrets beyond what is specified herein. You are obligated to prevent any unauthorized copying, use, or distribution of the Services. Unauthorized use of the Services, Application, or Documentation, beyond what is explicitly allowed, is prohibited. You are not authorized to use, and shall not permit any third party to use, the Services, Application, Documentation, or any portion thereof, except as expressly authorized by this Agreement. Additionally, you shall not attempt to extract the source code of the Licensed Software unless such actions are explicitly allowed by law or you have obtained written permission from Wool.

3.5 Feedback. You and your Users may provide feedback about the Application, Services, or Documentation, including operating results, bugs, errors, compatibility issues, or feature suggestions ("Feedback"), ensuring all confidential, personal, or third-party proprietary information is removed before submission. You grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and distribute the Feedback without any obligations, including confidentiality. Similarly, any Feedback becomes our exclusive property, free for us to use, modify, and share for any purpose without obligation or compensation to you.

4.1 Our Warranties. The Services, including WoolData.com, Wool Insights Reports, and Application, are provided to you at no cost and "AS IS," without any warranties or guarantees regarding their quality, performance, or reliability. Wool makes no promises that the Services will meet your specific needs, operate uninterrupted or error-free, be secure, or that information provided will be accurate. Any statements or explanations in promotional materials or documentation are for clarification only and do not represent guarantees. Wool is not responsible for any defects, availability issues, or the presence of harmful components. Furthermore, Wool does not vouch for the accuracy of information provided by business partners in the Wool Insights Reports. You assume all risks related to the use and download of content from the Services, including any potential damage to your property or loss of data.

4.2 Mutual Warranties. Each party and each individual signing this Agreement represents and warrants that they have the legal power to enter into this Agreement, and that this Agreement constitutes their legally binding obligation and that of the entity they purport to represent.

4.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WE MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT THE APPLICATION OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR WILL BE UNINTERRUPTED OR ERROR-FREE. THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET. YOU AGREE THAT WE ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, LOSS OF DATA, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. YOU FURTHER AGREE THAT WE HAVE NO LIABILITY IN CONNECTION WITH, AND YOU WILL BE SOLELY RESPONSIBLE FOR, ANY DECISIONS OR ACTIONS THAT YOU MAY TAKE BASED ON THE RESULTS, ANALYSES OR REPORTS GENERATED BY OR THROUGH YOUR USE OF THE SERVICES.

5.1 Indemnification by You. You shall defend us against any Claim made or brought against us by a third party alleging that Your Data, or your or your Users' use of the Services, infringes or misappropriates the intellectual property rights or rights of privacy of a third party, violates applicable law, or breaches any agreement between you and a third party, and shall indemnify us for any damages finally awarded against, and for reasonable attorney's fees incurred by, us in connection with any such Claim; provided, that we (a) promptly give you written notice of the Claim; (b) give you sole control of the defense and settlement of the Claim (provided that you may not settle any Claim unless the settlement unconditionally release us of all liability); and (c) provide to you all reasonable assistance, at your expense.

6.1 Limitation of Liability. IN NO EVENT SHALL WOOL (AND ITS SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, OR LOST PROFITS ARISING FROM THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SITE OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE AND SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, WOOL'S (AND WOOL'S SUPPLIERS') LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO FIFTY US DOLLARS ($50). SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

7.1 Term of Agreement. This Agreement commences on the date you accept it and continues until the expiration of your License Key provided to you for your Azure engagement or by Wool at no cost to you.

7.2 Termination. You may terminate this Agreement at any time by ceasing all use of the Services and deleting all copies of the Licensed Software. Wool may terminate this Agreement at any time without notice if it ceases to support the Services, which Wool may do in its sole discretion, or if the User fails to comply with one or more terms of this Agreement.

7.3 Return of Your Data. Upon request by you made within 30 days after the effective date of termination of a subscription, we will make available to you for download a file of Your Data. After such 30-day period, we shall have no obligation to maintain or provide any of Your Data.

7.4 Surviving Provisions. Sections 3.2, 3.3, 3.4, 3.5, 4, 5, 6, 7.3, 7.4 and 8 shall survive any termination or expiration of this Agreement.

8.1 Export Compliance. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Application and the Services. Without limiting the foregoing, (i) each party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, and (ii) You shall not permit Users to access or use Services in violation of any U.S. export embargo, prohibition or restriction.

8.2 Governing Law and Venue. This Agreement and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the State of Florida, without giving effect to any conflicts of laws principles that require the application of the law of a different state. Each party hereby expressly consents to the personal jurisdiction and venue in the state and federal courts for Lake County. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

8.3 Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; and upon receipt, if sent by express courier with a tracking system, or by certified or registered mail (return receipt requested), postage prepaid. Notice to you shall be addressed to the system administrator designated by you for your relevant Account.

8.4 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Neither party will have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent.

8.5 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

8.6 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

8.7 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

8.8 Government Users. The Application and the Service is comprised of "commercial items", "commercial computer software", and "commercial computer software documentation" as such terms are as defined in FAR 2.101 and DFARS 252.227-7014(a)(1). The Application and the Service is provided to any federal, state or local government agency only subject to the terms and conditions of this Agreement and such additional terms as are agreed by the parties in a properly executed writing and that are consistent with (a) the policies set forth in 48 C.F.R. 12.212 (for federal, state and local civilian agencies); or (b) the policies set forth in 48 C.F.R. 227.7202-1 and 22.7202-3 (for units of the Department of Defense).

8.9 Assignment. Neither party may assign this Agreement or any of its rights or obligations under this Agreement without the prior written consent of the other party, which will not be unreasonably refused. Notwithstanding the foregoing, either party may assign this Agreement to the surviving entity in a merger, consolidation or other similar corporate reorganization in which it participates or to the purchaser of all or substantially all of its assets. Subject to the foregoing, this Agreement is binding upon, inures to the benefit of and is enforceable by the parties and their respective successors and assigns.

8.10 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted.