Backup My Org End User License Agreement

This License Agreement ("License Agreement") is entered into by users ("Licensee") of

the Backup My Org product (“Software”) and GEO Jobe GIS Consulting ("Company").

1. DEFINITIONS

Definitions - The terms used herein are defined as follows:

a. "Software" means all or any portion of Company’s proprietary software

technology, data, or documentation supplied, regardless of the format or content.

b. "Derivative Works" means any products, services, or methods created using,

incorporating, or derived from the Software supplied or from other Derivative Works.

Derivative Works may consist of collective works of authorship.

2. INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP

The Software is licensed and not sold. Company owns the Software, which is

protected by United States laws and applicable international laws, treaties, and

conventions regarding intellectual property or proprietary rights. Licensee agrees to

keep all attribution and copyright notices included in the Software wholly intact.

3. TERM

This License Agreement is effective upon execution of the Software purchase order.

Licensee may terminate this License Agreement or Software license at any time by

providing written notice to Company. Upon termination of this License Agreement or

Software license, Licensee will (i) stop using the Software; and (ii) uninstall, remove

and destroy all copies of the Software and deliver evidence of these actions to

Company.

4. GRANT OF LICENSE

4.1 Grant of License to Licensee

Subject to the terms of this License Agreement, Company grants to Licensee a

nonexclusive, nontransferable license to use and execute the Software. All other

rights are reserved to Company.

4.2 License Type

The license usage model is a subscription model.

4.3 Maintenance

Company shall provide Licensee with software maintenance for the Software.

Software maintenance shall include bug fixes, software patches, security patches,

enhancements and technical support.

4.4 Limits on Usage

Software is licensed based on the number of connector instances in which

Licensee can connect to and administer via the Software. There are no exceptions or

discounts for non-production instances of ArcGIS Online or ArcGIS Enterprise. The use of

Software to connect to unauthorized ArcGIS Online or ArcGIS Enterprise Instances is a

violation of this License Agreement. The number of connector instances authorized for

use via the Software will be documented in the executed Software purchase order and

associated quote.

4.5 Complimentary Software

No complimentary GEO Jobe Products will be given in tandem with Backup My Org.

4.6 Express Prohibition on Patenting

Licensee may not, under any circumstances, incorporate the Software into any

product, process, or method to be patented or protected by similar rights granted.

Additionally, Software shall not be used in any preferred embodiments of patented

products, processes, or methods. Any attempts to seek a patent or similar right

incorporating Software shall render this License void, and all rights granted under this

License shall be immediately revoked.

4.7 Technology Neutrality

The rights granted herein apply in any media or format, whether presently used or

hereafter devised. These rights include the right to make any modifications necessary

in order make use of Software on platforms for which it was not intended. If such

modifications are made, any attribution and copyright notices included in the

Software shall be included and left wholly intact.

5. DISCLAIMERS AND LIMITATION OF LIABILITY

5.1 Disclaimer of Certain Types of Liability

COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR

IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES

OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

5.2 Disclaimer of Indemnity

COMPANY SHALL NOT BE LIABLE TO LICENSEE FOR COSTS OF

PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOST PROFITS,

SALES, OR BUSINESS EXPENDITURES; LOST INVESTMENTS;

COMMITMENTS IN CONNECTION WITH ANY BUSINESS; LOSS OF ANY

GOODWILL; OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR

CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS

LICENSE AGREEMENT OR USE OF THE SOFTWARE, HOWEVER CAUSED

AND ON ANY THEORY OF LIABILITY, WHETHER OR NOT COMPANY HAS

BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE

LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF

ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

6. GENERAL PROVISIONS

6.1 Export Control Regulations

Licensee expressly acknowledges and agrees that Licensee shall not export, re-export,

or provide the Software, in whole or in part, to (i) any country to which the United

States has embargoed goods; (ii) any person on the U.S. Treasury Department's list of

Specially Designated Nationals; (iii) any person or entity on the U.S. Commerce

Department's Table of Denial Orders; (iv) any person or entity where such export, reexport,

or provision violates any U.S. export control laws or regulations, including

amendments and supplemental additions as they may occur from time to time; or (v)

any person not employed or contracted by the Licensee. Licensee shall not export the Software or

any underlying information or technology to any facility in violation of these or other

applicable laws and regulations, including but not limited to the terms of any export

license or licensing provision. Licensee represents and warrants that it or its

employees, consultants, or customers who gain access to the Software are not a

national, resident, located in or under the control of, or acting on behalf of any

person, entity, or country subject to such U.S. export controls.

6.2 Severability

The parties mutually agree that if any provision of this License Agreement is held to

be unenforceable for any reason, such provision shall be reformed only to the extent

necessary to make the intent of the language enforceable.

6.3 Successor and Assigns

Licensee shall not assign or transfer Licensee's rights or delegate its obligations under

this License Agreement without the prior written consent of Company, and any

attempt to do so without consent shall be void.

6.4 Equitable Relief

Licensee agrees that any breach of this License Agreement by Licensee may cause

irreparable damage and that, in the event of such breach, in addition to any and all

remedies at law, Company shall have the right to seek an injunction, specific

performance, or other equitable relief in any court of competent jurisdiction without

the requirement of posting a bond or undertaking or proving injury as a condition for

relief.

6.5 Governing Law

This License Agreement shall be governed by and construed in accordance with the

laws of the State of Tennessee.

6.6 Entire Agreement

This License Agreement constitutes the sole and entire agreement of the parties as to

the subject matter set forth herein. Additional or different terms included with an

order or other document shall not be binding upon Company. Any modification(s) or

amendment(s) to this License Agreement must be in writing and signed by each party.