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This End User License Agreement (“Agreement”) is entered into between Frain Technologies Inc., a Delaware corporation (“Frain”), and the individual or entity accessing or using Convoy software deployed within their network (“Licensee”). By downloading, installing, or using Frain’s software, Licensee agrees to be bound by this Agreement.

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1. Definitions

1.1 “Software” means Convoy, including any related updates, documentation, and plugins provided by Frain, deployed within the Licensee’s network. 1.2 “Authorized Users” means Licensee’s employees or contractors authorized to use the Software within the Licensee’s network. 1.3 “Confidential Information” means non-public information disclosed by one party to the other, including trade secrets and proprietary data. 1.4 “Intellectual Property Rights” means all patent, copyright, trademark, and trade secret rights.

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2. License Grant

2.1 Frain grants Licensee a non-exclusive, non-transferable, limited license to install and use the Software within Licensee’s network solely for Licensee’s internal business purposes. 2.2 Licensee may allow Authorized Users to access and use the Software, provided such access complies with this Agreement.

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3. Restrictions

Licensee shall not: 3.1 Copy, modify, or create derivative works of the Software. 3.2 Reverse engineer, decompile, or disassemble the Software, except as permitted by law. 3.3 Rent, lease, sublicense, or distribute the Software to third parties. 3.4 Remove or alter proprietary notices in the Software.

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4. Ownership

4.1 Frain retains all Intellectual Property Rights in the Software. This Agreement does not grant Licensee any ownership rights. 4.2 Any feedback provided by Licensee may be used by Frain without restriction or obligation.

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5. Confidentiality

5.1 Each party agrees to protect the other’s Confidential Information and use it only to fulfill obligations under this Agreement. 5.2 Confidential Information does not include information that is publicly available, independently developed, or lawfully received from a third party.

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6. Fees and Payment

6.1 Licensee shall pay all fees outlined in the applicable order form or invoice. 6.2 Fees are non-refundable unless otherwise stated in this Agreement.

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7. Support and Maintenance

7.1 Frain may provide support and maintenance services as described in a separate agreement or support policy. 7.2 Frain reserves the right to discontinue support for older versions of the Software.

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8. Warranties and Disclaimers

8.1 Frain warrants that the Software will perform substantially as described in the documentation. 8.2 EXCEPT AS EXPRESSLY PROVIDED, THE SOFTWARE IS PROVIDED “AS IS,” WITHOUT WARRANTIES OF ANY KIND, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

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9. Limitation of Liability

9.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, FRAIN SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OF THE SOFTWARE. 9.2 FRAIN’S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY LICENSEE IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM.

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10. Term and Termination

10.1 This Agreement begins on the Effective Date and continues until terminated. 10.2 Either party may terminate this Agreement for material breach if the breach is not cured within thirty (30) days of written notice. 10.3 Upon termination, Licensee shall cease all use of the Software, uninstall it from their network, and destroy any copies in their possession.

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11. Governing Law

This Agreement is governed by the laws of the State of California, without regard to its conflict of laws principles.

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12. Miscellaneous

12.1 This Agreement constitutes the entire agreement between the parties regarding the Software. 12.2 Any amendments to this Agreement must be in writing and signed by both parties. 12.3 If any provision of this Agreement is deemed unenforceable, the remaining provisions remain in effect. 12.4 Licensee may not assign this Agreement without Frain’s prior written consent.