Version 1.1 · Effective 22 July 2026

END USER LICENCE AGREEMENT

Liscaragh Migrate

Version: 1.2

Effective date: 23 July 2026

This End User Licence Agreement, referred to as the Agreement, is a legally binding agreement between:

Dave Devery Consulting Ltd, trading as Liscaragh Software, an Irish company registered under company number 772249, with its registered address at Liscaragh, Puckane, Co. Tipperary, Ireland, referred to as Liscaragh Software, we, us or our;

and

the business, organisation or other legal entity purchasing, activating, installing, accessing or using the Product, referred to as the Customer, you or your.

This Agreement governs the Customer’s installation, activation, access to and use of the Liscaragh Migrate.

By purchasing, downloading, installing, activating, accessing or using the Product, or by selecting an option indicating acceptance, the Customer agrees to be bound by this Agreement.

The person accepting this Agreement on behalf of the Customer confirms that they have authority to bind the Customer.

If the Customer does not agree to this Agreement, the Customer must not purchase, install, activate, access or use the Product.

1. BUSINESS USE ONLY

1.1 Business-to-business agreement The Product is supplied exclusively for business and professional use. The Customer confirms that: a. it is acquiring and using the Product wholly or mainly for purposes connected with its trade, business, craft or profession; b. it is not acting as a consumer; c. the Product will not be acquired or used for personal, family or household purposes; and d. each person operating the Product will do so on behalf of a business or professional organisation.

1.2 Professional users The Product is intended for use only by suitably qualified and experienced information technology professionals who understand: a. the applicable source service; b. Microsoft 365; c. SharePoint Online; d. migration planning and execution; e. identity and user mapping; f. SharePoint permissions and access controls; g. file, folder and metadata limitations; h. backup and recovery procedures; i. data protection and information security obligations; and j. the risks of moving, copying, altering, overwriting or deleting production data. The Product is not designed to replace professional judgement, migration planning, technical expertise or independent validation.

2. DEFINITIONS

In this Agreement:

Authorised Operator means an employee, officer, contractor or professional adviser of the Customer who is authorised by the Customer to use the Product for the Licensed Tenant and who possesses the necessary knowledge and experience.

Business Day means Monday to Friday, excluding public holidays in Ireland.

Customer Data means all data, files, folders, metadata, permissions, user information, credentials, configuration information and other content belonging to, controlled by or processed on behalf of the Customer.

Documentation means the user guides, technical instructions, release notes and other documentation made available by Liscaragh Software for the Product.

Evaluation Version means a version of the Product restricted to the migration or processing of no more than 20 files or subject to any other evaluation limits displayed within the Product.

Licence Fee means the amount actually paid to Liscaragh Software for the relevant Product licence, excluding taxes, payment processing costs, professional services fees and other charges.

Licence Key means the unique licence file, activation key or other technical entitlement issued for the Licensed Tenant.

Licensed Tenant means the single Microsoft 365 tenant identified by its immutable Microsoft 365 tenant ID and recorded against the Licence Key.

Migration Job means a migration, transfer, copy, synchronisation or processing operation initiated through the Product.

MSP means a managed service provider or other professional service provider engaged by a client to manage or support that client’s Microsoft 365 tenant, and who purchases and operates the Product under this Agreement on behalf of that client.

Product means Liscaragh Migrate, including its executable files, scripts, components, Documentation and updates supplied by Liscaragh Software.

Supported Version means a version of the Product that Liscaragh Software has not designated as retired, obsolete or unsupported.

Third-Party Services means the source and destination services that the Product interoperates with, and any associated technology, service or platform including operating systems, networks, internet services, application programming interfaces and other third-party systems.

3. LICENCE GRANT

3.1 Licence Subject to payment of the applicable Licence Fee and continued compliance with this Agreement, Liscaragh Software grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to install and use the Product solely: a. for the Licensed Tenant; b. for the Customer’s internal business purposes or, in the case of an MSP, for providing migration services to the MSP’s authorised client associated with the Licensed Tenant; c. through Authorised Operators; and d. in accordance with this Agreement and the Documentation.

3.2 Per-tenant licensing Each Licence Key applies to one Microsoft 365 tenant ID only. A separate licence must be purchased for each Microsoft 365 tenant. A licence may not be: a. moved to another Microsoft 365 tenant; b. reassigned following completion of a migration; c. reused for another customer or client; d. transferred following a corporate sale, reorganisation or service-provider change without our prior written approval; or e. treated as a floating or multi-tenant licence. A change to a tenant’s display name, accepted domain or primary domain does not change the Licensed Tenant where its Microsoft 365 tenant ID remains unchanged.

3.3 MSP use An MSP or other professional service provider may purchase and operate the Product for a client where: a. a separate licence has been purchased for that client’s Microsoft 365 tenant; b. the MSP has written authority from the client to access and migrate the relevant data; c. the MSP accepts responsibility for the acts and omissions of its personnel and subcontractors; d. neither the licence nor the Licence Key is used for any other client tenant; and e. the MSP ensures that its client is informed of the migration risks, backup requirements and applicable Customer responsibilities. The MSP remains the Customer under this Agreement unless otherwise agreed by Liscaragh Software in writing.

3.4 Authorised Operators The Customer may permit more than one Authorised Operator to use the Product for the Licensed Tenant. The Customer remains responsible for: a. controlling access to the Product and Licence Key; b. ensuring each Authorised Operator complies with this Agreement; c. ensuring each Authorised Operator is suitably qualified; d. all Migration Jobs initiated using the Customer’s Product installation or Licence Key; and e. all acts and omissions of its employees, contractors, MSP personnel, agents and subcontractors.

3.5 Ownership The Product is licensed, not sold. The Customer receives no ownership interest in the Product, source code, algorithms, design, Documentation, licensing system, trade marks or other intellectual property.

4. LICENCE ACTIVATION AND VALIDATION

4.1 Licence Key The Product requires a valid Licence Key issued by Liscaragh Software. The Licence Key may be technically linked to the Licensed Tenant and may contain or derive from information including: a. the Microsoft 365 tenant ID; b. licence identifiers; c. product edition; d. activation information; e. licence status; and f. other information required to validate the licence.

4.2 Local validation and revocation repository Licence validation is performed locally by the Product and may include checking licence status against a publicly accessible repository containing revoked or invalid licence identifiers. The Customer acknowledges that: a. the Product may require internet access to retrieve licence status information; b. licence identifiers may be included in a revocation list; c. a revoked, refunded, duplicated, compromised or invalid Licence Key may cease to operate; and d. the revocation repository is not intended to contain Customer Data or Customer credentials.

4.3 Licence revocation Liscaragh Software may suspend, disable or revoke a Licence Key where we reasonably believe that: a. the licence was obtained fraudulently; b. payment was reversed, charged back, cancelled or not completed; c. the Licence Key has been shared, copied, sold or distributed without authorisation; d. the Licence Key has been compromised; e. the Product is being used for more than one Microsoft 365 tenant; f. licensing or security controls have been circumvented or altered; g. the Customer has materially breached this Agreement; h. the Product is being used unlawfully; or i. suspension or revocation is reasonably necessary to protect the Product, Liscaragh Software, a third party or the integrity of the licensing system.

5. LICENCE RESTRICTIONS

Except where applicable law expressly provides otherwise and prevents contractual restriction, the Customer must not, and must not permit another person to: a. copy the Product other than for reasonable installation or backup purposes; b. sell, rent, lease, loan, distribute, assign, transfer, sublicense or commercially exploit the Product or Licence Key; c. use one licence for more than one Microsoft 365 tenant; d. allow an unlicensed third party to use the Product; e. share, publish, disclose or distribute the Licence Key; f. reverse engineer, decompile, disassemble, translate or attempt to derive the source code, structure, algorithms, techniques or underlying ideas of the Product; g. modify, adapt, alter, patch or create derivative works from the Product; h. remove, alter, suppress or bypass any licence validation, encryption, security, usage restriction or technical protection; i. use the Product or information obtained from it to develop, train, assist or improve a competing product or service; j. use the Product as part of a competing migration product, hosted service, software-as-a-service offering or bureau service; k. remove or alter any proprietary notice, copyright notice, branding or attribution; l. use the Product for unlawful access, unauthorised copying or processing of data; m. use the Product after the relevant licence has been suspended, revoked or refunded; n. perform or commission security testing except as permitted under clause 21; o. publish benchmarks, performance results or technical evaluations except as permitted under clause 20; or p. represent that the Customer owns, authored, developed, certifies or officially endorses the Product.

6. EVALUATION VERSION

6.1 Evaluation limit The Evaluation Version is limited to migrating or processing no more than 20 files, or such other technical limitation as may be displayed in the Product.

6.2 Purpose The Evaluation Version is provided solely to allow a prospective Customer to assess: a. the Product’s general workflow; b. installation and activation; c. basic compatibility with the prospective Customer’s environment; and d. whether the Product may be suitable for further evaluation.

6.3 Evaluation limitations The Evaluation Version: a. is not intended to establish that every file, folder, permission, metadata item or production scenario will migrate successfully; b. does not guarantee compatibility with a full production dataset; c. may omit paid features; d. may contain defects or incomplete functionality; e. must not be relied upon as a substitute for a representative test migration; and f. is provided without any commitment that a commercial licence will be issued.

6.4 Customer evaluation Before purchasing a licence, the Customer must use the Evaluation Version where reasonably possible and independently assess the Product’s suitability for the Customer’s intended environment and requirements.

7. CUSTOMER AUTHORITY AND LEGAL COMPLIANCE

The Customer represents and warrants that: a. it owns the Customer Data or has all permissions, licences and lawful authority required to access, copy, transfer, modify, store and migrate it; b. every Migration Job has been properly authorised; c. its use of the Product complies with applicable laws, contracts, confidentiality duties, data protection obligations and third-party terms; d. it has authority to provide access to all source and destination environments; e. it has obtained all necessary client, employer, user, data-subject and third-party approvals; f. it will not use the Product to gain unauthorised access to any system or information; g. its use of the Product will not infringe third-party intellectual property, confidentiality, privacy or contractual rights; h. it will comply with the terms governing each Third-Party Service; and i. it holds, and will maintain throughout its use of the Product, any agreement, registration, authorisation, entitlement or permission that a Third-Party Service provider requires for the Customer’s access to or use of that provider’s services, systems, data or application programming interfaces, including where that access or use occurs through the Product.

8. CUSTOMER RESPONSIBILITIES

The Customer is solely responsible for planning, managing, authorising, supervising, testing and validating each migration. Without limitation, the Customer is responsible for: a. defining the scope of the migration; b. identifying data to be included or excluded; c. determining the correct destination structure; d. designing SharePoint sites, libraries, folders and information architecture; e. classifying Customer Data; f. assessing regulatory, contractual and retention requirements; g. source and destination access; h. source service configuration and administration; i. destination service configuration and administration; j. Microsoft licensing; k. user, identity and account mapping; l. permissions and access-control mapping; m. ownership and sharing settings; n. data cleansing and remediation; o. file-name, path-length, file-type and size limitations; p. malware scanning and security controls; q. network availability, bandwidth and stability; r. storage capacity and quotas; s. API, service and throttling limits; t. scheduling and sequencing Migration Jobs; u. resolving duplicate files and naming conflicts; v. selecting overwrite, skip, rename or replacement behaviour; w. conducting representative test migrations; x. reviewing logs, warnings, failures and exceptions; y. validating file counts, content, metadata and permissions; z. business acceptance and sign-off; aa. user communications and cutover planning; ab. source-system retention or decommissioning; ac. rollback and recovery planning; ad. business continuity and disaster recovery; and ae. deciding whether and when it is safe to proceed. Liscaragh Software does not make any decision on behalf of the Customer about migration scope, design, readiness, completeness, cutover or acceptance.

9. MANDATORY BACKUPS AND RECOVERY PREPARATION

9.1 Condition of use Maintaining complete, current, independent and recoverable backups is a fundamental condition of using the Product. The Customer must not initiate a Migration Job unless it has completed the requirements in this clause.

9.2 Required source protection Before each Migration Job, the Customer must: a. create or verify a complete backup or recoverable copy of all relevant source data; b. ensure that the backup is independent of the Migration Job; c. ensure that the backup will not be overwritten, modified, expired or deleted by the Migration Job; d. confirm that the backup is accessible; e. confirm through appropriate testing that data can be restored from the backup; f. preserve relevant source-system retention, versioning and deleted-item recovery features; and g. ensure that source data remains available until migration validation and business acceptance are complete.

9.3 Required destination protection Before each Migration Job, the Customer must: a. create or verify an appropriate backup, recovery point or rollback mechanism for the destination; b. verify SharePoint versioning and retention settings where appropriate; c. understand the destination’s recycle-bin, retention and restoration limitations; d. protect existing destination data from unintended overwriting, deletion or alteration; e. maintain an inventory or record sufficient to distinguish pre-existing data from migrated data; and f. confirm that an appropriate recovery process exists for unintended changes.

9.4 Backup verification The existence of a backup is not sufficient unless the Customer has taken reasonable steps to verify that: a. the backup contains the required data; b. the backup is complete; c. the backup is not dependent on the same operation that may cause the loss; d. authorised personnel can access it; e. restoration can be completed within an acceptable period; and f. the backup will remain available throughout testing, migration, cutover and validation.

9.5 Test migration Before processing production data at scale, the Customer must complete a representative test migration using non-production data or an appropriately controlled subset of production data. The test must, where relevant, include representative: a. file types; b. file sizes; c. folder depths; d. path lengths; e. metadata; f. permissions; g. naming conflicts; h. unsupported content; and i. expected error conditions.

9.6 Failure to maintain backups The Customer accepts that failure to maintain and verify backups may make restoration impossible. To the maximum extent permitted by law, Liscaragh Software has no liability for any loss, corruption, deletion, alteration, duplication, disclosure or inability to restore Customer Data where the Customer has failed to comply fully with this clause.

10. PRE-MIGRATION ACKNOWLEDGEMENT

10.1 Required acknowledgement By default, before the first Migration Job initiated under each separate migration configuration (“job”) created in the Product, the Product will require an Authorised Operator to confirm, on the Customer’s behalf, that: a. the Customer is authorised to migrate the relevant data from the source service to the selected Microsoft 365 destination; b. the destination has an appropriate backup or recovery method; c. backups have been tested; d. retention and versioning are enabled where appropriate; and e. the migration has first been tested on non-production data. The acknowledgement is presented once for each job. Once it is given, it is remembered for that job and is not shown again for that job. It is required before a Migration Job that moves data (an upload, a synchronisation, a rerun of failed files, or arming a scheduled migration) and is not shown for a preview or a read-only check. The on-screen acknowledgement is a brief confirmation prompt. It does not list, and is not intended to list, every risk or responsibility. The Customer’s obligations under clauses 7, 8 and 9, and the risks described in clause 12 (including that a migration may overwrite, omit, rename, duplicate, alter, corrupt, expose or delete data, that metadata, versions, permissions and timestamps may not be preserved, and that the Customer is responsible for validating the results), continue to apply in full whether or not they appear in the on-screen acknowledgement.

10.2 Disabling the acknowledgement The Product may allow the Customer to disable the pre-migration acknowledgement for a job through that job’s settings. The setting applies to that job only. Where the Customer disables it: a. the Customer confirms that the setting is changed by an authorised person; b. the Customer assumes full responsibility for ensuring that each Authorised Operator performs the checks set out in this Agreement; c. disabling the prompt does not remove, reduce or alter any Customer responsibility; d. the backup and testing requirements continue to apply before every Migration Job; e. the absence of an on-screen prompt does not constitute a representation that it is safe to proceed; and f. the Customer accepts the increased risk of a Migration Job being initiated without proper checks.

10.3 Records Where the acknowledgement is given, the Product records locally, for the relevant job, that the acknowledgement was given, together with the date and time. The Product does not create any wider acknowledgement record. The Customer is responsible for retaining any further records required for its governance, audit, compliance or client-management purposes.

11. OPERATION OF THE PRODUCT

11.1 Customer-controlled environment The Product is a data migration utility. It reads data from a source service and writes data to a destination service, each of which is selected, controlled and operated by the Customer, using the Customer’s own accounts, credentials, access and entitlements. It is a tool operated by the Customer under the Customer’s direction and control. It is not a managed service, a hosted service, a cloud service, a backup service, a data-storage service, a data-processing service or a professional service, and Liscaragh Software neither performs, operates, supervises nor manages any Migration Job. The Product runs locally on a device controlled or selected by the Customer, and moves Customer Data directly between the Customer’s source and destination environments. Except where information is voluntarily supplied for support purposes under clause 11.3, Liscaragh Software does not, in the course of the Customer’s use of the Product, access, receive, transmit to itself, route through its own systems, host, store, retain, process or have visibility of the content of the Customer Data being migrated. No Customer Data content is sent to, relayed through, or made available to Liscaragh Software or any Liscaragh Software system as part of a Migration Job. Accordingly, in respect of the Customer Data that the Product migrates, Liscaragh Software does not act as a processor and carries out no processing of that data on the Customer’s behalf. The Customer is and remains responsible for that data as its controller or, where applicable, processor.

11.2 Credential handling For the Microsoft 365 destination, the Product uses certificate-based authentication. A certificate is generated for the installation and its private key is held in the operating system’s certificate store in non-exportable form, so that the private key cannot be exported from the device and no Microsoft 365 account password is stored by the Product.

Where a source service authenticates using an application secret, the Product stores that secret locally on the Customer’s device, protected using the operating system’s data protection facilities, so that the Product can reconnect without the secret being re-entered.

Where a source is a file or folder location that requires a separate account to access, such as a network share or a network-attached storage device, the Product can, at the Customer’s direction, save that account’s sign-in in the operating system’s own credential store, so that the operating system presents it automatically when connecting to the relevant server, including for scheduled operations. Such a sign-in is held in a form from which the Product does not retrieve the password, and it can be removed by the Customer at any time, whether through the Product or through the operating system’s credential management tools.

Except for the credentials described in this clause, no Customer account passwords are stored by the Product. The Customer remains responsible for: a. authentication configuration; b. protecting credentials, tokens and sessions; c. using appropriately privileged accounts; d. applying least privilege where feasible; e. revoking temporary or migration-specific access following use; f. protecting the device on which the Product is installed; and g. preventing unauthorised access to configuration files, logs and Licence Keys.

11.3 Support information Where the Customer voluntarily provides logs, screenshots, configuration information, sample data or other information for support: a. the Customer must minimise the information provided; b. the Customer must remove credentials, secrets and unnecessary personal data; c. the Customer confirms it has authority to disclose the information; d. Liscaragh Software may use it to investigate and respond to the support request; and e. the Customer remains responsible for maintaining its own copies. The Customer must not provide production Customer Data unless specifically requested and appropriately authorised.

11.4 Local logs The Product may create local logs or reports. The Customer is responsible for: a. reviewing those logs; b. securing them; c. determining whether they contain confidential or personal information; d. applying retention and deletion controls; and e. providing relevant logs when requesting support.

12. MIGRATION RISKS

The Customer acknowledges and accepts that migrations are inherently risky. The Product may, whether because of configuration, operator action, software defect, coding error, unexpected data, system behaviour, connectivity, Third-Party Services or another cause: a. fail to migrate some or all data; b. migrate data to an incorrect location; c. overwrite existing data; d. omit files, folders, versions or metadata; e. duplicate files or folders; f. rename data; g. modify timestamps or properties; h. fail to preserve permissions; i. apply incorrect permissions; j. expose data to unintended users; k. break links or dependencies; l. cause data corruption; m. delete or make data inaccessible; n. produce incomplete or inaccurate reports; o. stop before completion; p. retry or repeat an operation; q. experience throttling, delays or timeouts; r. consume unexpected bandwidth, storage or computing resources; s. trigger third-party security, retention or compliance controls; t. cause service interruption or performance degradation; or u. require manual remediation, rollback or reconstruction. The Customer must plan for these outcomes before using the Product.

13. NO GUARANTEED OUTCOME

Liscaragh Software does not warrant or guarantee: a. that a migration will complete; b. that all selected data will migrate; c. that every file or file type is supported; d. preservation of versions, metadata, permissions, ownership, timestamps, links, sharing settings or other attributes; e. compatibility with every provider’s configuration and platform; f. continuous, uninterrupted, timely, secure or error-free operation; g. detection or correction of every configuration issue; h. a particular migration speed, duration or completion date; i. a particular commercial, technical or compliance result; j. that logs, counts or reports will identify every omitted, duplicated, altered or failed item; k. that the Product will continue to operate following a Third-Party Service change; l. that an update will resolve a particular issue; m. that the Product will meet undocumented or Customer-specific requirements; or n. that the Product is suitable for use without independent testing and professional oversight.

14. SUPPORT

14.1 Included support For a Supported Version, Liscaragh Software will use reasonable efforts to provide support concerning: a. Product installation; b. Product activation; c. use of documented Product functionality; d. interpretation of Product-generated errors; e. investigation of reproducible Product defects; and f. reasonable guidance concerning Product settings described in the Documentation. Support requests must be submitted to support@liscaragh.com or through another support channel designated by Liscaragh Software.

14.2 Response target Liscaragh Software will use reasonable efforts to acknowledge a valid support request within one Business Day. This is a target acknowledgement time only. It is not: a. a guaranteed service level; b. a guaranteed resolution time; c. a commitment to begin continuous work; d. an out-of-hours support obligation; or e. a guarantee that an issue can be reproduced, corrected or worked around.

14.3 Support hours Unless otherwise stated in writing, support is provided during normal Irish business hours. Support is not routinely provided on Saturdays, Sundays or Irish public holidays.

14.4 Support information required The Customer must provide sufficient information to allow reasonable investigation, which may include: a. Product version; b. operating system details; c. Licence Key identifier; d. Licensed Tenant identifier; e. relevant configuration; f. reproducible steps; g. appropriately redacted logs; h. screenshots; and i. the exact error displayed. Liscaragh Software may be unable to investigate an issue where the Customer does not provide sufficient information.

14.5 Support exclusions Included Product support does not include: a. planning or managing a migration; b. acting as migration project manager; c. determining migration scope; d. reviewing the Customer’s overall migration readiness; e. SharePoint architecture or information architecture; f. SharePoint site, library or permissions design; g. destination service administration; h. source service administration; i. tenant remediation; j. user or identity mapping; k. data classification; l. data cleansing or remediation; m. resolving source-data quality issues; n. Microsoft licensing advice; o. network or firewall troubleshooting; p. endpoint, server or operating-system administration; q. troubleshooting a Third-Party Service; r. data recovery, reconstruction or restoration; s. validating migration completeness; t. reviewing every migration log or failed item; u. custom scripting, integration or development; v. modification of the Product; w. support for unsupported Product versions; x. support for unauthorised Product modifications; y. on-site support; z. out-of-hours support; aa. migration execution on the Customer’s behalf; ab. regulatory, legal or data protection advice; ac. forensic investigation; or ad. remediation of losses resulting from a Migration Job.

14.6 Professional services Any assistance outside included Product support may be offered separately under a quotation, order form, statement of work or professional services agreement. Nothing in this Agreement obliges Liscaragh Software to provide professional services.

15. UPDATES AND PRODUCT LIFECYCLE

15.1 Perpetual licence Subject to this Agreement, the licence does not expire solely because a fixed subscription period has ended. A perpetual licence means only that the Customer may continue using the licensed version for the Licensed Tenant while: a. the Customer complies with this Agreement; b. the Licence Key remains valid; c. the Product remains technically capable of operating; and d. use remains possible with the applicable Third-Party Services. A perpetual licence does not mean that the Product, support, updates or Third-Party Services will remain available indefinitely.

15.2 Updates Liscaragh Software may make updates available without an additional Licence Fee while the Product remains commercially supported. Liscaragh Software does not guarantee: a. that any particular update will be produced; b. any update timetable; c. that every defect will be corrected; d. compatibility with future Third-Party Service changes; e. that all existing features will be retained; or f. continued support for every operating system or environment.

15.3 Changes Liscaragh Software may: a. add, alter or remove features; b. change technical requirements; c. change the supported operating systems; d. change authentication or licensing methods; e. issue security or compatibility updates; f. require installation of a minimum Product version; g. stop supporting older versions; h. withdraw a feature that is obsolete, insecure or dependent on an unavailable Third-Party Service; and i. modify the Documentation.

15.4 Mandatory updates Liscaragh Software may require an update where reasonably necessary for: a. security; b. licensing integrity; c. legal or regulatory compliance; d. compatibility; e. protection of Customer Data; f. protection of Third-Party Services; or g. correction of a material Product defect. Failure to install a required update may result in reduced functionality or loss of support.

15.5 Product withdrawal Liscaragh Software may retire or withdraw the Product where continued provision is no longer technically, legally or commercially reasonable, including where: a. any Third-Party Service provider retires or materially changes a service that the Product depends on; b. an API, authentication method or dependency is withdrawn; c. continued compatibility would require disproportionate redevelopment; d. a third-party licence or component becomes unavailable; e. continued operation creates an unacceptable security risk; f. the Product is replaced by another product; g. applicable law prevents continued provision; or h. the Product is otherwise discontinued. Product withdrawal will not make Liscaragh Software responsible for the continued availability of a Third-Party Service or require Liscaragh Software to recreate discontinued third-party functionality. Where reasonably practicable, Liscaragh Software may provide notice of planned Product withdrawal. No minimum notice period is guaranteed where withdrawal results from an urgent security, legal or third-party dependency issue.

16. THIRD-PARTY SERVICES AND INDEPENDENCE

16.1 Third-Party Services The Product interacts with or depends upon Third-Party Services that are not owned or controlled by Liscaragh Software. Liscaragh Software is not responsible for: a. Third-Party Service availability; b. outages or degradation; c. API changes; d. authentication changes; e. throttling or rate limits; f. storage or file limits; g. security policies; h. service terms; i. licensing requirements; j. data residency; k. backup or retention capabilities; l. third-party defects; m. third-party data loss; n. discontinued services; or o. any action or omission of a third-party provider.

16.2 No affiliation, endorsement, relationship or agreement Liscaragh Software and the Product are wholly independent of Datto, Kaseya, Microsoft and their respective affiliates. The Product is an independent, unaffiliated, third-party utility that interoperates with the Third-Party Services using publicly available or Customer-provided interfaces and the Customer’s own access and credentials. Unless expressly confirmed in writing by the relevant organisation: a. Liscaragh Software is not affiliated with, sponsored by, endorsed by, certified by, approved by, partnered with or acting on behalf of Datto, Kaseya, Microsoft or any other Third-Party Service provider; b. Liscaragh Software has no commercial, contractual, partnership, agency, joint-venture, technology-alliance, integration, developer-programme, reseller, distribution, support or certification relationship or agreement with any Third-Party Service provider in connection with the Product; c. no Third-Party Service provider has reviewed, approved, tested, certified, supported, endorsed or authorised the Product, its operation or its interoperability with that provider’s services; d. Liscaragh Software does not represent any Third-Party Service provider, and no Third-Party Service provider has authorised Liscaragh Software to make any commitment, representation or warranty on its behalf; e. no reference to a third-party product, service, name or interface implies any relationship, sponsorship or endorsement; such references are made solely to describe interoperability and compatibility (nominative use); and f. all third-party names, brands and trade marks remain the property of their respective owners.

16.3 The Customer’s relationship with Third-Party Service providers The Customer’s access to and use of each Third-Party Service is governed solely by the Customer’s own agreement or agreements with the relevant provider, to which Liscaragh Software is not a party. The Customer acknowledges and agrees that: a. the Product operates using the Customer’s own accounts, credentials, authority and entitlements, and when it interacts with a Third-Party Service it does so as the Customer, on the Customer’s behalf and using the Customer’s own access; b. the Customer is solely responsible for holding, maintaining and complying with any agreement, registration, authorisation, entitlement, application-programming-interface term, developer term, acceptable-use policy, rate limit, quota or other requirement that the relevant provider requires for the Customer’s access to or use of that provider’s services, systems, data or interfaces, including where that access or use occurs through the Product; c. this Agreement grants the Customer no right, licence or permission to access or use any Third-Party Service, and Liscaragh Software makes no representation or warranty that the Customer’s use of the Product is authorised, permitted or compliant under any Third-Party Service provider’s terms; the Customer is responsible for satisfying itself of that and for obtaining any consent, agreement or authorisation the provider requires; d. nothing in this Agreement or in the Product creates, or is intended to create, any relationship, agreement or obligation between the Customer and a Third-Party Service provider through Liscaragh Software, or between Liscaragh Software and a Third-Party Service provider; and e. the Customer will not state or imply to any Third-Party Service provider or any other person that Liscaragh Software holds any relationship, agreement, authorisation or approval with or from that provider.

16.4 Reliance on Third-Party Services and continuity The Product is wholly dependent on the continued availability, behaviour, performance and terms of the Third-Party Services, all of which are outside Liscaragh Software’s control. A Third-Party Service provider may, at its sole discretion and without notice to Liscaragh Software or the Customer, change, restrict, limit, throttle, meter, price, condition, suspend, withdraw or discontinue its services, interfaces, terms or access. Any such action, and any outage, defect, rate limit or change of a Third-Party Service, may reduce, interrupt, delay, degrade, cap or prevent the operation of the Product or the completion of a Migration Job. Liscaragh Software is not responsible or liable for any such matter, and no such matter is a defect in the Product or a breach of this Agreement.

16.5 Third-party terms The Customer is responsible for reviewing and complying with all terms applicable to the Third-Party Services. This Agreement does not grant the Customer any right to use a Third-Party Service. Where a Third-Party Service provider requires the Customer, in order to access or use that provider’s services or interfaces (including through the Product), to hold a specific agreement, registration, programme membership or authorisation, obtaining and maintaining it is the Customer’s sole responsibility and risk. The Customer’s failure to hold any such agreement or authorisation is not a defect in the Product or a breach by Liscaragh Software, and is covered by the Customer’s indemnity in clause 22.

17. INTELLECTUAL PROPERTY

17.1 Liscaragh Software rights All intellectual property rights in and relating to the Product, including software, code, design, user interfaces, workflows, licensing methods, Documentation, trade secrets, know-how, updates and derivative works, are owned by or licensed to Liscaragh Software. All rights not expressly granted are reserved.

17.2 Customer feedback Where the Customer voluntarily provides suggestions, ideas, corrections or feedback about the Product, the Customer grants Liscaragh Software a worldwide, perpetual, irrevocable, royalty-free right to use and incorporate that feedback without restriction or payment. This clause does not transfer ownership of Customer Data to Liscaragh Software.

17.3 Third-party and open-source components The Product relies on the following third-party components, each published by Microsoft Corporation: a. the Microsoft Graph PowerShell SDK, an open-source module under the MIT licence, used to connect to Microsoft 365. It is not bundled with the Product; where it is not already present, the Product’s setup installs it separately from the PowerShell Gallery; b. PowerShell 7, an open-source runtime under the MIT licence, which the Product requires in order to run. Where a suitable version is not already present, the Product’s setup downloads and installs a per-user copy; and c. the .NET runtime, open-source software under the MIT licence, which is included within the Product’s compiled licensing component as a self-contained binary. As at the Effective date, the Product does not otherwise include or bundle any third-party or open-source components. If that changes, we will describe the added component and its licence here, or in a Third-Party Notices file made available with the Product. To the extent of a direct conflict, the applicable third-party or open-source licence will govern the relevant component only.

18. WARRANTIES AND DISCLAIMER

18.1 Authority warranty Liscaragh Software warrants that it has the right to grant the licence expressly described in this Agreement.

18.2 As-is provision Except for the express warranty in clause 18.1 and to the maximum extent permitted by law, the Product, Evaluation Version, Documentation, updates and support are provided: a. as is; b. as available; c. with all faults; and d. without any other warranty, representation or condition.

18.3 Excluded warranties To the maximum extent permitted by law, Liscaragh Software excludes all express, implied, statutory or other warranties, representations and conditions concerning: a. satisfactory quality; b. merchantability; c. fitness for a particular purpose; d. accuracy; e. completeness; f. compatibility; g. non-infringement; h. uninterrupted operation; i. error-free operation; j. security; k. migration success; l. data preservation; m. results obtained through use; and n. correction of defects.

18.4 Customer reliance The Customer confirms that it has not relied on any statement, promise, forecast, estimate or representation that is not expressly included in this Agreement or an applicable written order form signed by Liscaragh Software. Product descriptions, demonstrations, documentation and evaluation results do not constitute a guarantee that every production migration will succeed.

18.5 Non-excludable rights Nothing in this Agreement excludes or limits any warranty, obligation or liability that cannot lawfully be excluded or limited.

19. LIMITATION OF LIABILITY

19.1 Scope The limitations and exclusions in this clause apply: a. to the maximum extent permitted by law; b. regardless of the legal basis of the claim, including contract, tort, negligence, misrepresentation, breach of statutory duty, restitution or otherwise; c. even where Liscaragh Software was advised that loss was possible; d. even where the Product contributed to or caused the loss; e. even where the loss resulted from a Product defect, coding error, programming mistake, omission, unexpected behaviour or inadequate error handling; and f. to claims relating to the Product, Evaluation Version, Documentation, updates, support and Migration Jobs.

19.2 Excluded losses To the maximum extent permitted by law, Liscaragh Software will not be liable for: a. loss, deletion or corruption of data; b. inability to access or restore data; c. alteration, duplication, omission or unintended disclosure of data; d. loss of metadata, versions, timestamps, permissions, ownership information or links; e. migration failure; f. incomplete migration; g. migration to an incorrect destination; h. cost of rerunning a migration; i. cost of restoring, recreating, validating or remediating data; j. cost of professional advisers, technicians, MSPs or other third parties engaged in remediation; k. loss of revenue, profit, savings, contract, business or opportunity; l. loss of goodwill or reputation; m. business interruption; n. operational downtime; o. wasted management, employee or contractor time; p. regulatory investigation, notification or remediation costs; q. claims brought by the Customer’s clients, employees, users, data subjects or suppliers; r. third-party service charges; s. unexpected cloud, bandwidth, storage or computing charges; t. indirect or consequential loss; u. special or incidental loss; or v. punitive or exemplary damages.

19.3 Causes included The exclusions apply whether the relevant loss arises from: a. use or inability to use the Product; b. Customer configuration; c. an Authorised Operator’s action or omission; d. inadequate migration planning; e. failure to test; f. failure to maintain or verify backups; g. unsupported data or configurations; h. Product defects; i. poor, defective or incomplete coding within the Product; j. errors or omissions in the Product or Documentation; k. failure of error detection or logging; l. interruption during a Migration Job; m. network failure; n. system failure; o. malware or security controls; p. Third-Party Services; q. changes made by any Third-Party Service provider; r. authentication, API or throttling behaviour; s. loss or expiry of credentials or tokens; or t. any combination of these causes.

19.4 Aggregate liability cap Subject to clause 19.6, the total aggregate liability of Liscaragh Software arising from or connected with: a. the Product; b. this Agreement; c. a Licence Key; d. support; e. an update; f. a Migration Job; or g. any related act or omission, will not exceed the Licence Fee actually paid by the Customer for the licence giving rise to the claim. The liability cap applies in aggregate to all claims and incidents, not separately to each claim, Migration Job, affected file, affected user or legal cause of action.

19.5 Allocation of risk The Customer acknowledges that: a. the Licence Fee reflects the allocation of risk in this Agreement; b. the Product is a tool operated and controlled by the Customer; c. Liscaragh Software does not control the Customer’s source, destination, configuration, data, backups, personnel or Third-Party Services; d. losses from a failed migration may substantially exceed the Licence Fee; e. the Customer is responsible for maintaining insurance and recovery arrangements appropriate to that risk; and f. Liscaragh Software would not provide the Product on the same commercial terms without these exclusions and limitations.

19.6 Liability not excluded Nothing in this Agreement excludes or limits liability to the extent that it cannot lawfully be excluded or limited, including any liability for fraud or fraudulent misrepresentation. Where a liability cannot be excluded but can lawfully be limited, it is limited to the minimum amount permitted by law.

20. BENCHMARKS, PUBLICATIONS AND CONFIDENTIALITY

20.1 Restricted publication Without Liscaragh Software’s prior written consent, the Customer must not publish, distribute, disclose or make publicly available: a. Product benchmark results; b. performance testing results; c. migration-speed comparisons; d. load-testing results; e. security testing results; f. vulnerability information; g. penetration-testing results; h. technical analyses intended to reveal internal Product operation; i. screenshots showing non-public technical details; j. details of licence validation or security controls; k. reverse-engineering findings; or l. comparisons presented as authoritative testing of the Product.

20.2 Internal use The Customer may perform reasonable internal evaluation and testing for its own legitimate business purposes, provided that: a. it complies with this Agreement; b. the testing does not involve prohibited security testing; c. results are kept confidential; d. the testing does not interfere with Liscaragh Software systems or third-party infrastructure; and e. the results are not used to develop a competing product.

20.3 Required disclosure Where disclosure is required by law or a binding order, the Customer must, where legally permitted: a. give Liscaragh Software prompt written notice; b. disclose only the minimum information legally required; and c. reasonably assist Liscaragh Software in seeking confidential treatment.

21. SECURITY TESTING

21.1 Prior written approval required The Customer must not, and must not permit another person to, carry out or commission any: a. penetration test; b. vulnerability scan; c. fuzzing; d. source-code extraction; e. reverse engineering; f. decompilation; g. tampering; h. licence bypass testing; i. encryption bypass testing; j. debugging intended to reveal protected implementation details; k. security-control circumvention; l. automated testing likely to interfere with licensing infrastructure; or m. publication of suspected vulnerabilities, without Liscaragh Software’s prior written approval.

21.2 Approval conditions Liscaragh Software may make approval subject to conditions concerning: a. scope; b. timing; c. personnel; d. testing methods; e. systems that may be tested; f. confidentiality; g. handling of findings; h. remediation periods; and i. publication.

21.3 Vulnerability reporting A suspected vulnerability must be reported privately to support@liscaragh.com. The Customer must not exploit a vulnerability beyond the minimum reasonably necessary to demonstrate it and must not access, copy, alter or disclose data belonging to another person.

22. CUSTOMER INDEMNITY

22.1 Indemnity To the maximum extent permitted by law, the Customer will indemnify, defend and hold harmless Liscaragh Software and its directors, officers, employees, contractors and agents from and against claims, proceedings, losses, liabilities, damages, costs and reasonable professional expenses arising from or connected with: a. the Customer’s use or misuse of the Product; b. a Migration Job initiated or authorised by the Customer; c. the Customer’s migration instructions, configuration or decisions; d. failure to maintain, verify or retain backups; e. loss, corruption, deletion, alteration, duplication or disclosure of Customer Data; f. a claim made by the Customer’s client, employee, user, data subject, supplier or other third party; g. the Customer’s lack of authority to access or migrate data; h. unlawful or unauthorised processing; i. infringement of intellectual property, privacy, confidentiality or contractual rights; j. breach of data protection or information security obligations; k. breach of a Third-Party Service term; l. the Customer’s failure to hold, maintain or comply with any agreement, registration, authorisation, entitlement or application-programming-interface or developer term required by a Third-Party Service provider for the Customer’s access to or use of that provider’s services or interfaces, including through the Product; m. any claim, demand, investigation or action by a Third-Party Service provider arising from or connected with the Customer’s use of the Product or its access to that provider’s services or interfaces; n. use of the Product for an unlicensed tenant; o. use by an unauthorised or unqualified person; p. the Customer’s breach of this Agreement; or q. any negligent, reckless, unlawful or wilful act or omission of the Customer or its personnel.

22.2 Indemnity procedure Liscaragh Software will: a. notify the Customer of a relevant third-party claim within a reasonable period after becoming aware of it; b. provide reasonable information available to Liscaragh Software; and c. allow the Customer reasonable participation in the defence, provided that the Customer may not settle a claim in a manner that admits liability by Liscaragh Software, imposes an obligation on Liscaragh Software or adversely affects Liscaragh Software without prior written consent. Liscaragh Software may appoint its own legal advisers where reasonably necessary.

23. FEES, REFUNDS AND CHARGEBACKS

23.1 Payment Licence Fees are payable in full before a commercial Licence Key is issued, unless Liscaragh Software agrees otherwise in writing. The Customer is responsible for applicable taxes, duties and payment processing charges.

23.2 Final purchase Except where required by applicable law or expressly agreed by Liscaragh Software in writing, all licence purchases are final and non-refundable once: a. a commercial Licence Key has been issued; b. activation details have been supplied; c. the Product has been activated; or d. the Customer has gained access to the unrestricted commercial functionality, whichever occurs first.

23.3 Evaluation opportunity The Customer acknowledges that the Evaluation Version allows migration or processing of up to 20 files so that the Customer can assess the general functionality before purchasing. A refund will not be due merely because: a. the Customer did not use the Evaluation Version; b. the Customer changed its mind; c. the Customer no longer requires the migration; d. the migration has been completed; e. the Product does not meet an undocumented expectation; f. the Customer lacks the skills or resources needed to manage the migration; g. a Third-Party Service changed or was unavailable; h. some files or attributes could not be migrated; i. the Customer used an unsupported configuration; j. the Customer failed to follow the Documentation; or k. the Customer did not maintain appropriate backups.

23.4 Material defects Where the Customer reports a reproducible material Product defect, Liscaragh Software may, at its option: a. investigate the reported defect; b. provide instructions; c. provide a workaround; d. provide a correction or update; e. replace the affected Product component; or f. refund the relevant Licence Fee. A refund under this clause is not automatic and may be considered only where: a. the Customer provides sufficient information to reproduce the issue; b. the issue is attributable to the Product rather than Customer configuration or a Third-Party Service; c. the Customer is using a Supported Version; d. the Customer has complied with this Agreement; and e. Liscaragh Software determines that correction or workaround is not commercially reasonable. Any refund terminates the relevant licence immediately.

23.5 Chargebacks and reversed payments A chargeback, payment reversal or payment dispute does not by itself extinguish the Customer’s contractual payment obligation where the Licence Key and commercial Product access were validly supplied. Where a payment is reversed, charged back, cancelled or disputed, Liscaragh Software may: a. immediately suspend or revoke the Licence Key; b. terminate this Agreement; c. require the Customer to stop using the Product; d. require deletion of all Product copies and Licence Keys; e. provide evidence of purchase, acceptance, issue, activation and use to the payment provider or financial institution; f. recover the outstanding Licence Fee; and g. recover reasonable costs lawfully incurred in collecting the unpaid amount.

23.6 Unauthorised continued use Continued use following a refund, chargeback, reversal, licence revocation or termination is unauthorised and constitutes a material breach of this Agreement.

23.7 Transaction and acceptance records For licensing, security, fraud prevention and dispute-management purposes, Liscaragh Software may retain records including: a. Customer legal name; b. business email address; c. billing information; d. order and invoice details; e. Microsoft 365 tenant ID; f. accepted domains where supplied; g. licence identifier; h. issue and activation dates; i. Product version; j. EULA version and acceptance date; k. IP address or device information captured by the payment, delivery or activation process; l. download or delivery records; m. support correspondence; n. licence status; and o. records showing migration acknowledgement settings where available. Such records will be handled in accordance with applicable data protection requirements and the relevant privacy notice.

24. TERM AND TERMINATION

24.1 Commencement This Agreement begins when the Customer first: a. accepts the Agreement; b. purchases the Product; c. downloads the commercial Product; d. receives a Licence Key; e. activates the Product; or f. uses the Product, whichever occurs first.

24.2 Termination by Liscaragh Software Liscaragh Software may suspend the licence or terminate this Agreement immediately by notice where the Customer: a. fails to pay an amount due; b. initiates or obtains a chargeback or payment reversal; c. breaches a licence restriction; d. shares or transfers the Licence Key; e. uses the licence for more than one tenant; f. attempts to reverse engineer or decompile the Product; g. removes or bypasses licensing or security controls; h. uses the Product to create or support a competing product; i. conducts unauthorised security testing; j. uses the Product unlawfully; k. infringes Liscaragh Software’s intellectual property; l. exposes Liscaragh Software or another person to material legal or security risk; m. commits another material breach and, where the breach can be remedied, fails to remedy it within 10 Business Days after written notice; or n. becomes insolvent, ceases trading or enters liquidation, examinership, receivership or a comparable process.

24.3 Consequences of termination On termination or licence revocation, the Customer must immediately: a. stop using the Product; b. cancel any scheduled Migration Jobs; c. delete all installed copies of the Product; d. delete or securely destroy the Licence Key; e. ensure that Authorised Operators stop using the Product; and f. confirm deletion if requested. Termination does not affect rights, liabilities or payment obligations accrued before termination.

24.4 Surviving provisions Clauses concerning ownership, restrictions, confidentiality, liability, indemnity, payment, records, governing law and any provision intended by its nature to survive will continue after termination.

25. DATA PROTECTION AND RELATED DOCUMENTS

25.1 Customer-controlled migration The Customer controls the source and destination environments and determines the purpose and means of each Migration Job. The Customer is the controller of the Customer Data that the Product migrates or, where it migrates on behalf of a client, is the controller or processor as applicable; Liscaragh Software is neither a controller nor a processor of that data, because it does not access, receive or process it (clause 11.1). The Customer is responsible for determining its role and obligations under applicable data protection law, and for meeting them, including in relation to lawful basis, transparency, data-subject rights, records of processing, retention and any arrangements between the Customer and its own clients or the data subjects.

25.2 Data sovereignty and residency The Customer selects the source service, the destination service and, through its own Third-Party Service configuration, the geographic locations and jurisdictions in which its services and data reside. The Customer is solely responsible for all data sovereignty, data residency, data localisation, cross-border transfer and jurisdictional requirements applicable to the Customer Data and to each Migration Job, including where the destination Microsoft 365 tenant and its data are hosted and any transfer that results from the Customer’s choice of destination. Liscaragh Software does not determine, control, select or influence where the Customer’s data is stored or to which jurisdictions it may be transferred, and is not responsible or liable for any data sovereignty, residency, localisation or cross-border transfer matter.

25.3 Support data Where Liscaragh Software receives personal data through a support request, the applicable handling arrangements will depend on the nature of the information and support activity. The Customer must not provide personal data that is unnecessary for the support request. Where appropriate, those arrangements are set out in the limited Data Processing Agreement referred to in clause 25.4.

25.4 Related documents The following documents are available at liscaragh.com/legal and apply in addition to this Agreement: a. Privacy Notice; b. Support Policy; c. Order Form or Licence Certificate; d. Professional Services Terms; e. a limited Data Processing Agreement, covering only personal data voluntarily provided to Liscaragh Software for support purposes under clause 11.3 (Liscaragh Software does not process Customer Data as part of the Customer’s use of the Product - see clause 11.1); f. Third-Party Notices; g. Product Documentation; and h. Refund Policy. Where there is a conflict, the order of precedence will be: a. a written order form signed by Liscaragh Software and expressly identifying the provision it overrides; b. a Data Processing Agreement, but only for data protection matters; c. this Agreement; d. the Support Policy; e. the Documentation; and f. other referenced policies.

26. COMPLIANCE AND AUDIT

26.1 Licence compliance The Customer must maintain reasonable records sufficient to demonstrate compliance with the per-tenant licence.

26.2 Verification Where Liscaragh Software reasonably suspects licence misuse, it may request information reasonably necessary to verify: a. the Licensed Tenant; b. the number of tenants on which the Product has been used; c. the identity of the Customer; d. the MSP client associated with the licence; and e. compliance with the licence restrictions. The Customer must respond within a reasonable period.

26.3 Scope Any verification request will be limited to information reasonably related to licence compliance and will not require disclosure of Customer Data unless strictly necessary and separately agreed.

27. EXPORT, SANCTIONS AND UNLAWFUL USE

The Customer must not use, supply, transfer or make the Product available: a. in breach of applicable export controls or sanctions; b. to a prohibited person or organisation; c. for unlawful surveillance or unauthorised data access; d. to migrate unlawfully obtained data; or e. in a way that would cause Liscaragh Software to breach applicable law.

28. NOTICES

28.1 Notices to Liscaragh Software Legal notices must be sent to: Dave Devery Consulting Ltd Trading as Liscaragh Software Liscaragh Puckane Co. Tipperary Ireland Email: support@liscaragh.com A legal notice sent by email should clearly state that it is a legal notice under this Agreement.

28.2 Notices to the Customer Liscaragh Software may send notices to: a. the email address used to purchase the Product; b. the email address associated with the Licence Key; c. an updated address supplied by the Customer; or d. a notice location within the Product or Product website for general Product notices. The Customer is responsible for keeping its contact information current.

29. CHANGES TO THIS AGREEMENT

29.1 Updated terms Liscaragh Software may update this Agreement for future purchases or Product versions. Where an update materially affects an existing Customer’s continuing use, Liscaragh Software may provide notice through: a. email; b. the Product; c. the Product download location; or d. the Liscaragh Software website.

29.2 Existing licences An updated Agreement will apply to an existing licence where: a. the Customer expressly accepts it; b. the Customer installs an update that clearly requires acceptance of updated terms; or c. the change is required by law and may lawfully apply to continued use. No update to this Agreement will retroactively remove a right that had already accrued before the update.

30. GENERAL TERMS

30.1 Entire agreement This Agreement and the documents expressly incorporated into it constitute the entire agreement concerning the Product and replace prior discussions, proposals, statements and understandings concerning its subject matter.

30.2 Order forms A purchase order or Customer document will not modify this Agreement unless Liscaragh Software expressly agrees in writing to the specific modification. Terms printed on or linked from a Customer purchase order are rejected unless expressly accepted in writing by an authorised representative of Liscaragh Software.

30.3 Assignment The Customer may not assign, transfer, novate or otherwise dispose of this Agreement or a licence without Liscaragh Software’s prior written consent. Liscaragh Software may assign or transfer this Agreement as part of: a. a sale of the Product; b. a sale of its business or relevant assets; c. a corporate reorganisation; or d. a transfer to an affiliate or successor.

30.4 Subcontracting Liscaragh Software may use contractors and service providers to perform support, development, administration or other obligations, while remaining responsible for its contractual obligations subject to this Agreement.

30.5 No partnership or agency This Agreement does not create a partnership, joint venture, fiduciary relationship, employment relationship, franchise or agency between the parties. Neither party may bind the other.

30.6 Force majeure Liscaragh Software will not be liable for delay, interruption or failure caused by circumstances beyond its reasonable control, including: a. internet or telecommunications failure; b. power failure; c. cyberattack; d. malware; e. third-party platform outage; f. API withdrawal; g. industrial dispute; h. natural disaster; i. fire or flood; j. government action; k. war, terrorism or civil unrest; l. public-health emergency; or m. failure of a supplier or infrastructure provider.

30.7 Waiver A failure or delay in exercising a right does not waive that right. A waiver is effective only if made in writing and applies only to the specific circumstances for which it is given.

30.8 Severability If a provision is found invalid, unlawful or unenforceable: a. it will be enforced to the maximum lawful extent; b. any invalid portion will be removed or modified only to the minimum extent necessary; and c. the remaining provisions will continue in effect.

30.9 No third-party rights Except for persons expressly protected by the indemnity and liability provisions, no person other than the parties has a right to enforce this Agreement.

30.10 Headings Headings are for convenience and do not affect interpretation.

30.11 Written form References to writing include email unless this Agreement expressly requires a signed document.

30.12 Language This Agreement is made in English. Where a translation is provided, the English version will prevail to the extent permitted by law.

31. DISPUTE RESOLUTION

31.1 Good-faith discussions Before commencing court proceedings, a party must give written notice describing the dispute and allow the other party at least 15 Business Days to attempt to resolve it through good-faith discussions. This requirement does not prevent a party from seeking urgent or protective relief.

31.2 Injunctive relief The Customer acknowledges that unauthorised copying, disclosure, reverse engineering, licence circumvention or intellectual property infringement may cause harm that cannot be adequately remedied by damages alone. Liscaragh Software may seek an injunction or other protective relief in any court of competent jurisdiction.

32. GOVERNING LAW AND JURISDICTION

32.1 Governing law This Agreement and any contractual or non-contractual dispute, claim or obligation arising from or connected with it are governed by the laws of Ireland.

32.2 Jurisdiction Subject to clause 32.3, the courts of Ireland have exclusive jurisdiction to resolve any dispute or claim arising from or connected with this Agreement, the Product, a Licence Key or a Migration Job.

32.3 Protective proceedings Liscaragh Software may seek urgent, interim or protective relief in any jurisdiction where: a. the Product or Licence Key is being unlawfully used; b. intellectual property is being infringed; c. confidential information is at risk; d. licensing or security controls are being circumvented; or e. action is required to preserve evidence or prevent imminent harm.

33. ACCEPTANCE

By selecting an acceptance checkbox, purchasing, downloading, installing, activating or using the Product, the Customer confirms that: a. it has read this Agreement; b. it understands this Agreement; c. it agrees to be bound by this Agreement; d. it is acting for business purposes; e. the person accepting has authority to bind the Customer; f. the Product will be operated only by suitably experienced IT professionals; g. each licence applies to one Microsoft 365 tenant ID only; h. migration is controlled and managed by the Customer; i. complete and recoverable backups are required before every Migration Job; j. disabling an on-screen backup prompt does not remove the backup requirement; k. migration may result in loss, corruption, omission, duplication, alteration, disclosure or deletion of data; l. Liscaragh Software does not guarantee a successful or complete migration; m. support concerns use of the Product and does not include migration management; n. Third-Party Services are outside Liscaragh Software’s control; o. Liscaragh Software is an independent third party with no relationship, agreement or authorisation with any Third-Party Service provider, and the Customer is responsible for holding any agreement or authorisation those providers require for the Customer’s own access to and use of their services, including through the Product; p. the Product runs under the Customer’s control and Liscaragh Software does not access, receive or store the Customer Data being migrated, so the Customer remains responsible for that data, including its data protection, sovereignty and residency; and q. the liability exclusions, liability cap and Customer indemnity are material terms of the licence.

LICENSOR DETAILS Legal entity: Dave Devery Consulting Ltd Trading name: Liscaragh Software CRO number: 772249 Registered address: Liscaragh, Puckane, Co. Tipperary, Ireland Support email: support@liscaragh.com Product: Liscaragh Migrate