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Terms

END USER LICENSE, MAINTENANCE AND SUPPORT AGREEMENT

This ShareGate End User License, Maintenance, and Support Agreement (the “Agreement”) governs the use of, and the subscription to, ShareGate and/or the Services (as defined hereunder) provided by Workleap Platform Inc. (“Workleap”). By accessing or using ShareGate and/or the Services or by clicking the “I agree” button displayed when prompted to agree with this Agreement during the subscription process of ShareGate, you agree to be bound by the terms and conditions of this Agreement, which include Workleap’s Privacy Policy, the Data Processing Addendum, and the Product-Specific Terms, to the extent applicable, on behalf of yourself as a User and/or, as the case may be, on behalf of the organisation you represent (“Customer”), unless you have a superseding written agreement with Workleap.

Workleap agrees to grant Customer the right to use or try ShareGate and the Services only if Customer accepts all terms and conditions of this Agreement, and pays or has paid Workleap, its resellers or agents, all applicable fees.

1. Definitions and Interpretation

1.1. The following capitalized terms shall have the meaning ascribed to them below. Other capitalized terms used in this Agreement are defined in the context in which they are used and shall have the meanings ascribed therein.    

  • (i) “Affiliate” means any entity directly or indirectly controlling, controlled by, or under common control with a Party. For the purposes of referring to any Affiliate hereunder, “control” (including the terms “controlling” and “under common control with”) shall mean: (i) the ownership of more than 50% of the equity or beneficial interest of such entity, or the right to vote for or appoint a majority of the board of directors of other governing body of such entity; or (ii) the power to directly or indirectly direct or cause the direction of the management and policies of such entity by any means whatsoever, whether through the ownership of voting securities, by contract, or otherwise;  
  • (ii) “B2B Contact Data” means (i) contact details of Customer personnel which Workleap uses to communicate with Customer in its provision of ShareGate, or (ii) any other Customer contacts which Customer provides or makes available to Workleap in connection with the Agreement and applicable Product-Specific Terms;
  • (iii) “Beta Services” means Workleap services, products, or functionalities that may be made available to Customer to try at its option at no additional charge, which are clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description, and which are still in testing phase and not fully developed or released to the public;  
  • (iv) “Confidential Information” has the meaning set forth in Section 7 of this Agreement.    
  • (v) “Customer Data” means any content, which may include Personal Information of Users, that Customer or Users submit or transfer to Workleap in connection with their use of ShareGate and/or Services;  
  • (vi) “Effective Date” means (i) for a User, the first date a User accessed the Website or ShareGate; or (ii) for a Customer, the last date both Parties signed the Agreement, or the date Customer accepted the Agreement, as the case may be;  
  • (vii) “Internal Use” means use of ShareGate in the internal operations and on the own technological environment of Customer or its Affiliates, including, without limitation, the Customer or its Affiliates’ SharePoint environment. For clarity purposes, “Internal Use” excludes any use of ShareGate for the benefit of a third party (other than an Affiliate of Customer), including, among others, in the context of providing services to such third party;
  • (viii) “Order Form” means the applicable order form, invoice, executed quote, or other written Workleap-approved ordering document, such as a confirmation email from Workleap, describing the ShareGate Subscription purchased by Customer;
  • (ix) “Microsoft 365” means the Microsoft 365 platform provided by Microsoft Corporation or its Affiliates;  
  • (x) “Party” means either Workleap or the Customer, and “Parties” means both;  
  • (xi) “Personal Information” has the meaning set out in Privacy Laws whether such term is defined as “personal information”, “personal data,” or similar terms;  
  • (xii) “Privacy Laws” means all applicable data protection and privacy legislation, regulations and guidance governing the protection of Personal Information and Sensitive Personal Information;  
  • (xiii) “Privacy Policy” means Workleap Privacy Policy available at https://sharegate.com/privacy-policy/;  
  • (xiv) “Product-Specific Terms” means additional terms that apply to ShareGate Migrate and ShareGate Protect, which are found in Schedule 1 hereto, and which form an integral part of the Agreement;  
  • (xv) “Related Materials” means any and all documentation supplied by Workleap under this Agreement, whether in electronic and/or physical formats;  
  • (xvi) “Sensitive Personal Information” has the meaning set out in Privacy Laws whether such term is defined as “sensitive personal information”, “sensitive personal data”, or a similar term, and may include race, ethnicity, national origin, religious affiliation, sexual orientation or physical or mental disability;  
  • (xvii) “ShareGate” means collectively the suite of technological tools marketed by Workleap as ShareGate Migrate and ShareGate Protect, to which Customer subscribed, whether by subscription or free trial, as referenced in the Order Form;  
  • (xviii) “ShareGate Migrate” means the downloadable desktop software application available within ShareGate comprising a set of features for SharePoint, Microsoft Teams, Microsoft 365 and email migration, ShareGate’s Server Extension, and Related Materials;  
  • (xix) “ShareGate Protect” means the cloud-based services available within ShareGate that help manage a self-sustained and scalable Microsoft 365 environment;
  • (xx) “ShareGate Subscription” has the meaning set out in Section 12 (Term and Termination);
  • (xxi) “Services” has the meaning set forth in Section 3 of this Agreement;
  • (xxii) “Term” has the meaning set forth in Section 12 of this Agreement;
  • (xxiii) “User” means any individual, including an agent, contractor or third-party service provider of the Customer, who accesses or uses ShareGate, the Services, and/or the Beta Services on the Customer’s behalf.

1.2. The term “including” is not limiting and means “including, without limitation”.

2. Access to and Use of ShareGate

2.1. ShareGate. During the Term, Workleap grants to Customer, its Affiliates and their respective Users, the right to access and use ShareGate, and any related Services, in accordance with the Agreement and the applicable Product-Specified Terms.

All rights not specifically granted to the Customer by this Agreement are reserved to Workleap.

2.2. Products and Services Revisions. Workleap shall offer ShareGate and the Services materially in accordance with the Related Material. Workleap may revise the content, features and functions of ShareGate and the Services at any time without notice. Workleap will provide Customer with prior notice if there is a change to ShareGate resulting in overall material decrease in the purpose of ShareGate. If such material decrease occurs, and Customer is materially impacted in its use of ShareGate, Customer may terminate the Agreement and/or the impacted ShareGate Subscriptions in accordance with paragraph 12.2(i) or Section 12.3, as applicable.

2.3. Temporary Suspension of ShareGate and/or Services. Workleap may temporarily limit or suspend the availability of ShareGate and/or the Services from time to time, at its discretion, including to perform upgrades to, and maintenance of, ShareGate. Customer may consult at any time Workleap’s status page where reasonable notice is given ahead of scheduled maintenance which may affect the availability of ShareGate and/or the Services.  

2.4. Customer’s Representations. Customer represents that (i) it is fully authorized to enter into this Agreement and that Customer and any Users are fully authorized to use ShareGate and/or the Services, (ii) it is not domiciled in a country, and its Users are not,  subject to sanctions imposed by Canada and/or the United States, including economic sanctions preventing Customer and its Users from contracting with Workleap and using ShareGate under Canadian, US, and/or international laws.

2.5. Unacceptable Use. Except in accordance with its rights granted under this Agreement, the Customer shall not: (a) use ShareGate for any other use than for Internal Use or as expressly provided under this Agreement and/or the Product-Specific Terms; (b) provide ShareGate serial codes, password or other product key information to any third party who is not a User; (c) share non-public features or content of ShareGate with any third party who is not a User; (d) access or use ShareGate in order to build a competitive product or service; to build a product using similar ideas, features, functions or graphics of ShareGate; or to copy any ideas, features, functions or graphics of ShareGate; (e) send any viruses, worms, time bombs, trojan horses or other harmful or malicious code, files, scripts, agents or programs; or (f) attempt to gain unauthorized access to, or disrupt the integrity or performance of ShareGate, including by performing penetration testing or by hacking ShareGate. In the event that it suspects any breach of the requirements of this Section 2.5, including without limitation by Users, Workleap may suspend the Customer’s ShareGate Subscription, including the License and access to the Services if applicable, without advanced notice, in addition to such other remedies as Workleap may have. This Agreement does not require that Workleap take any action against the Customer or any User or other third party for violating this Section 2.5 or this Agreement, but Workleap is free to take any such action it sees fit.

2.6. Unauthorized Access. The Customer shall take reasonable measures to prevent unauthorized access to ShareGate, including without limitation by protecting its passwords and other login information.

2.7. Unauthorized Use or Distribution. Except in accordance with this Agreement or with the rights described under the Agreement and/or the Product-Specific Terms, Customer shall not copy, duplicate, reverse engineer, decompile, decode, decrypt, disassemble, record, alter, merge, adapt, translate, create any derivative works or otherwise reproduce any part of ShareGate, or Confidential Information, nor authorize or attempt to do any of the foregoing, without the prior written consent of Workleap. Any tangible embodiments of ShareGate, including Confidential Information that may be generated by Customer, either pursuant to or in violation of this Agreement, will be deemed to be the sole property of Workleap and fully subject to the obligation of confidentiality set forth in Section 7 of this Agreement.

2.8. Compliance with Laws. In its use of ShareGate, Customer shall comply with all applicable laws.

2.9. Users & Access. Customer is responsible and liable for: (a) any User’s use of ShareGate, including without limitation unauthorized User conduct and any User conduct that would violate the requirements of this Agreement applicable to Customer; and (b) any use of ShareGate through Customer’s account, whether authorized or unauthorized.

3. Maintenance and Support Services

3.1. Maintenance and Support Services. During the Term, Workleap agrees to provide Customer with maintenance and support services, which consist strictly of the following: (i) making available to Customer, via ShareGate, patches, fixes, updates and/or enhancements generally made available to Workleap’s customers from time to time, if any, and (ii) technical support, on an as-needed basis for the sole purpose of responding within a reasonable period of time and attempting to address, during normal business hours, technical issues relating to the use of ShareGate, and on-demand technical support meetings when deemed appropriate at the sole discretion of Workleap, but which exclude any on-site technical support by Workleap personnel, agents or subcontractors (collectively referred to as the “Services”). The Services are further described at https://help.sharegate.com/en/articles/10236088-contact-our-technical-support-team, where Customer can also learn how to best get in touch with Workleap’s support team. Without limiting the generality of the foregoing, any requests by Customer for additional features or functionality that fall outside of Workleap’s ongoing updates and/or enhancements of ShareGate are excluded from Maintenance and Support Services.

3.2. Limitations

3.2.1. Workleap may refuse to provide technical support related to (i) Customer Data; (ii) unauthorized modified portions of ShareGate, or (iii) portions of ShareGate affected by unauthorized modified portions of ShareGate. Customer agrees that the hardware on which ShareGate operates must be operating properly and must have been and continue to be properly maintained by the manufacturer of the hardware or a properly qualified service organization.

3.2.2. Corrections for difficulties or defects traceable to Customer’s errors or unauthorized changes, Customer’s hardware, or conflicts with other software not identified by Workleap as compatible or part of the recommended operating environment (as described at https://help.sharegate.com/en/articles/10236101-install-sharegate-migrate) are excluded from the Services.

3.2.3. Customer is responsible for properly testing and applying routine virus updates and security patches without the need for additional notice by Workleap.

3.2.4. Services are provided to Customer with Workleap’s limited internal resources available to help when contacting Workleap in accordance with this Section 3.2. Resource availability may vary and remains at all times at Workleap’s sole discretion. Customer remains at all times sole responsible to implement any advice offered as part of the Maintenance and Support Services.

4. Beta Services

From time to time, Workleap may make available to Customer Beta Services for evaluation and testing purposes. Customer hereby acknowledges that Beta Services are provided “as is” and may not be suitable for production use. Beta Services are provided without any implied warranties of fitness for a particular purpose or merchantability, and without any warranty that they will be error-free or will operate without interruption. In the event that Customer chooses to use the Beta Services, Workleap grants to Customer a non-exclusive, non-transferable, revocable, limited right to use the Beta Services, subject to Customer’s acceptance of any additional terms and conditions with respect to the Beta Services, where applicable. Except as specified otherwise in this Section 4, the terms and conditions in this Agreement, including Section 2.5 (Unacceptable Use) and 2.7 (Unacceptable use or Distribution), fully apply to the Beta Services. Workleap reserves the right to terminate or modify the Beta Services at any time and without notice to the Customer. Customer understands and acknowledges that Customer will not, unless otherwise agreed to in writing, receive any payment, compensation or discount for participating in, or for providing any feedback, suggestions, comments, evaluations, or reports with regards to, the Beta Services. Customer agrees and acknowledges that, following termination of the Beta Services, Workleap shall have no obligation to transfer Customer Data to any other Workleap product or service, including with respect to any final release of the Beta Services. Workleap does not offer any service level agreement with regards to the Beta Services. To the maximum extent permitted by applicable laws, Workleap disclaims all obligations or liabilities with respect to the Beta Services including any support, warranty and indemnity obligations. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, WORKLEAP’S MAXIMUM AGGREGATE LIABILITY TO CUSTOMER IN RESPECT OF THE BETA SERVICES WILL BE $100.

5. Fees

5.1. ShareGate Subscription Fees. In consideration for the ShareGate Subscription described under Section 2 hereof, Customer shall pay Workleap, at the beginning of the Term, the annual fees specified on the website (https://sharegate.com/pricing) for the subscription term selected by Customer, unless other payment terms have been agreed to in writing, for instance in an Order Form, between Customer and Workleap (the “Subscription Fees”).  

5.2. Renewal. Customer’s subscription will be automatically renewed on the first day following the expiration of the Term (the “Renewal Date”) for the same subscription term as the then expiring subscription term, unless Customer cancels its subscription no later than 30 days before the Renewal Date. Workleap shall send to Customer a prior notice of renewal at least 60 days before the Renewal Date, and thus if Customer no longer wishes to renew the ShareGate Subscription, Customer is responsible for timely canceling its subscription. Unless otherwise agreed in writing by the Parties, the Subscription Fees applicable to any such renewal shall be Workleap’s then-current standard Subscription Fees.  

5.3. No Refunds. Except as expressly otherwise provided herein, payments are non-refundable and there are no refunds or credits for partially used periods.  

5.4. Overdue Fees. Workleap shall have the right to suspend the ShareGate Subscriptions and the Services without notice should Customer’s invoiced Subscription Fees become overdue. The ShareGate Subscriptions and Services shall be restored within one (1) business day of payment.

5.5. Third-Party Payment Processor. Workleap reserves the right to use a third-party PCI-DSS compliant payment processor for all billing and receipt of payments hereunder. Customer hereby authorizes Workleap to share payment information, which may include B2B Contact Data, to such third-party payment processor, including for the purpose of updating Customer’s payment method.

5.6. Taxes. Unless otherwise stated, the Subscription Fees do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). Customer is responsible for paying Taxes except those assessable against Workleap based on its income. It is agreed that the User’s address detailed in the Order Form shall be used for Tax purposes, unless the Customer has certified an alternative address to that end in a written statement provided to Workleap. Workleap will invoice Customer for such Taxes if Workleap has a legal obligation to do so, and Customer shall pay such Taxes if so invoiced, or shall provide evidence of a Tax exemption. Workleap reserves the right to charge applicable taxes retroactively if it determines upon review that the tax exemption certificate provided by Customer is invalid or otherwise not compliant.

6. Customer Data

6.1. Customer Data. Customer represents and warrants that it owns or has obtained all necessary rights, title and interest, and obtained all necessary consents to transfer Customer Data in relation with the Agreement and the Product-Specific Terms, as applicable, and that Customer Data doesn’t infringe any third-party intellectual property right and is used in accordance with any labor and privacy laws applicable to Customer.

6.2. Back-Ups. Customer acknowledges that it is solely responsible for ensuring that adequate back-ups of its Customer Data are made and stored.

6.3. Disclosure of Customer Data. Unless it receives Customer’s prior written consent, Workleap shall not intentionally grant any third-party access to Customer Data, except to Workleap’s third-party service providers in connection with the provision, the performance or the improvement of ShareGate. Before sharing any Customer Data with any of its third-party service providers, Workleap will ensure that such third party maintains data practices for maintaining the confidentiality and security of Customer Data and preventing unauthorized access providing a level of protection equivalent or greater than that afforded by this Agreement. Notwithstanding the foregoing, Workleap may disclose Customer Data as required by applicable law or by a lawful order of a governmental authority. Unless prohibited by law or by any court order, Workleap shall give Customer prompt notice of any such legal or governmental demand and reasonably cooperate with Customer in any effort to seek a protective order or otherwise to contest such required disclosure, at Customer’s expense.

6.4. Anonymized Data. Customer grants Workleap a perpetual, irrevocable, worldwide, royalty-free right to create anonymized and/or aggregated data non-related to a specific customer (including, but not limited to, the usage metrics of ShareGate, stack trace data and reports related thereto), which does not constitute Customer Data and is owned by Workleap.

6.5. Data Accuracy. To the extent permitted by law, Workleap shall have no responsibility or liability for the accuracy of data uploaded or processed by Customer when using ShareGate, including without limitation Customer Data and any other data uploaded or processed by Users.

6.6. Deletion of Customer Data after the Term. Customer Data that has been archived on Workleap’s storage through ShareGate may be retrieved by Customer directly via ShareGate. Customer may also request a copy of such Customer Data up to ninety (90) days after the termination of the Agreement by submitting a written request to Workleap. Customer understands and agrees that Workleap has no obligation of retention of the Customer Data beyond ninety (90) days after the termination of the Agreement, and it is Customer’s sole responsibility to obtain a copy of Customer Data archived on Workleap’s storage through ShareGate.

6.7. Privacy Policy and Data Processing Addendum. When using ShareGate, the Services and/or when accessing the Website, including by subscribing to Workleap’s newsletter, by downloading content from the Website or by using the Website chatbot, Customer and/or User may transfer to Workleap, and Workleap may collect, access or process, Personal Information, including, when applicable, Customer Data containing Personal Information. Workleap shall collect, access, or process any Personal Information in accordance with the Privacy Policy and Data Processing Addendum (as applicable). The Privacy Policy and the Data Processing Addendum (as applicable) are hereby incorporated by reference and are part of the Agreement.

7. Confidentiality

7.1. “Confidential Information” means all non-public, confidential, or proprietary information disclosed before, on or after the Commencement Date, by either Party (a “Disclosing Party”) to the other Party (a “Recipient”) or its Affiliates, or to any of such Recipient’s or its Affiliates’ employees, officers, directors, partners, shareholders, agents, attorneys, accountants, or advisors (collectively, “Representatives”), including, without limitation, Customer Data and all trade secrets and other information regarding the features, functioning, security, pricing, sales strategy or marketing strategy of current or future products or services of Workleap, including ShareGate.

The term “Confidential Information” as used in this Agreement shall not include information that (a) at the time of disclosure is, or thereafter becomes, generally available to and known by the public other than as a result of, directly or indirectly, any violation of this Agreement by the Recipient or any of its Representatives; (b) at the time of disclosure is, or thereafter becomes, available to the Recipient on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information to the Recipient; (c) was known by or in the possession of the Recipient or its Representatives, as established by documentary evidence, before being disclosed by or on behalf of the Disclosing Party under this Agreement; or  (d) was or is independently developed by the Recipient, as established by documentary evidence, without reference to or use of, in whole or in part, any of the Disclosing Party’s Confidential Information.

7.2. Use or Disclosure of Confidential Information. The Recipient shall (a) protect and safeguard the confidentiality of all such Confidential Information with at least the same degree of care as the Recipient would protect its own Confidential Information; (b) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to fulfill the purpose of this Agreement; and (c) not disclose any such Confidential Information to any person or entity, except to (i) the Recipient’s Representatives and (ii) Workleap’s third party service providers, who are subject to confidentiality duties or obligations to Workleap that are no less restrictive than under this Agreement, in connection with the providing of ShareGate. Notwithstanding the foregoing, the Recipient may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. The Recipient shall give the Disclosing Party prompt notice of any such legal or governmental demand and reasonably cooperate with the Disclosing Party in any effort to seek a protective order or otherwise to contest such required disclosure, at the Disclosing Party’s expense.

7.3. Rights to Confidential Information. Each Party retains its entire right, title, and interest, including all intellectual property rights, in and to all of its Confidential Information. Any disclosure of such Confidential Information shall not be construed as an assignment, grant, option, license, or other transfer of any such right, title, or interest whatsoever to the Recipient or any of its Representatives.

8. Warranties and Disclaimers

8.1. General Disclaimer. SHAREGATE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL DEFECTS AND ERRORS, IF ANY. SHAREGATE IS SUBJECT TO CHANGE WITHOUT NOTICE. WORKLEAP MAKES NO REPRESENTATIONS AND NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATIONS OR WARRANTIES OF PERFORMANCE, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, WITH RESPECT TO SHAREGATE. WORKLEAP ASSUMES NO LIABILITY FOR ANY SYSTEM ON WHICH SHAREGATE IS INSTALLED OR FOR ANY CONTENT MANIPULATED BY SHAREGATE.

REGARDLESS OF ANY RECOMMENDATIONS MADE BY SHAREGATE, CUSTOMER REMAINS SOLELY RESPONSIBLE FOR TAKING OR NOT TAKING ACTIONS OR DECISIONS ARISING OUT OF OR IN CONNECTION WITH SHAREGATE AS WELL AS FOR THE CONSEQUENCES THEREOF. CUSTOMER’S USE OF AND RELIANCE UPON SHAREGATE IS AT CUSTOMER’S SOLE DISCRETION AND RISK.

WORKLEAP DOES NOT WARRANT THAT (A) SHAREGATE WILL BE UNINTERRUPTED, TIMELY, DEFECT FREE, BUG FREE AND ERROR FREE; (B) THERE WILL NOT BE ANY HARM TO CUSTOMER COMPUTER SYSTEM, LOSS OF DATA, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION OR OTHER HARM THAT RESULTS FROM CUSTOMER ACCESS TO OR USE OF SHAREGATE; (C) THERE WILL NOT BE ANY DELETION OF, OR FAILURE TO STORE OR TO TRANSMIT, ANY DATA THAT RESULTS FROM CUSTOMER’S ACCESS TO OR USE OF SHAREGATE. CUSTOMER IS RESPONSIBLE TO BACK BACK UP ALL OF ITS DATA AND INFORMATION PRIOR TO, DURING AND AFTER USING SHAREGATE. CUSTOMER ASSUMES ALL COSTS ASSOCIATED WITH its USE OF SHAREGATE, INCLUDING, WITHOUT LIMITATION, ANY BACK-UP EXPENSE.

WHEN USING SHAREGATE, IT IS CUSTOMER’S SOLE RESPONSIBILITY TO ENSURE THAT THE CUSTOMER DATA USED WITH SHAREGATE CAN BE USED LAWFULLY IN SUCH MANNER. CUSTOMER UNDERSTANDS THAT SHAREGATE MAY NOT BE APPROPRIATE TO ARCHIVE OR OTHERWISE PROCESS CUSTOMER DATA, INCLUDING SENSITIVE DATA, HEALTH RELATED DATA AND MILITARY DATA.  

9. Limitation of Liability

9.1. Dollar Cap. EXCEPT FOR FRAUD, PHYSICAL INJURY, DEATH, OR INTENTIONAL OR GROSS FAULT OF WORKLEAP, OR FOR THE INDEMNIFICATION FOR INTELLECTUAL PROPERTY INFRINGEMENT REFERRED TO IN SECTION 11 (INTELLECTUAL PROPERTY AND FEEDBACK), IN NO EVENT SHALL WORKLEAP’S AGGREGATE, CUMULATIVE LIABILITY OF PROVEN DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID AND PAYABLE, IF ANY, BY CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY, OR ONE HUNDRED DOLLARS IN CASE OF A USER. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE OR EXTEND THIS LIMIT. THE PARTIES UNDERSTAND THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF WORKLEAP WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. WORKLEAP HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE THE RIGHTS TO ACCESS AND USE SHAREGATE.  

9.2. Exclusion. IN NO EVENT SHALL A PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES, GOODWILL, BUSINESS OR DATA OR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT FOR INTENTIONAL OR GROSS FAULT OF THE PARTY. THE FOREGOING EXCLUSIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.  

9.3. Consultant. Should Customer hire a consultant to perform services relating to the implementation and the use of ShareGate, Workleap shall have no responsibility in relation to such third-party services.

10. Indemnification by Customer

Customer must defend and hold Workleap harmless  against any claim brought by a third party against Workleap arising from or related to use of ShareGate by Customer or its Users in breach of this Agreement; provided (a) Workleap shall promptly notify Customer of the threat or notice of such claim; (b) Customer will have the sole and exclusive control and authority to select defense attorneys, and defend and/or settle any such claim (however, Customer shall not settle or compromise any claim that results in liability or admission of any liability by Workleap without Workleap’s prior written consent); and (c) Workleap fully cooperates with Customer in connection therewith. If Customer is a governmental or public entity, this Section 10 will not apply to Customer only to the extent Customer’s jurisdiction’s laws prohibit Customer from accepting the requirements in this section.

11. Intellectual Property and Feedback

11.1. Intellectual Property Rights. Workleap warrants that it is the owner of ShareGate and of each and every component thereof or the recipient of a valid license thereto, and that it has and will maintain the full power and authority to grant the rights granted in this Agreement without the further consent of any third party.

11.2. No Rights Granted. Workleap retains all rights, title, and interest in and to ShareGate, and the content Customer accesses through ShareGate, other than Customer Data. This Agreement does not grant Customer any intellectual property rights in or to ShareGate, or in Workleap’s logos and other trademarks, except for such rights expressly licensed to Customer hereunder.

11.3. Indemnification for IP Claim. Workleap will defend Customer against any third-party claim, suit or proceeding arising out of or related to a claim that ShareGate, when used in accordance with this Agreement, infringes or violates any intellectual property right (an “IP Claim”). Workleap will indemnify Customer for any costs (including reasonable attorneys’ fees) associated with the defense or settlement of and/or damages finally awarded against Customer in any IP Claim. If an IP Claim is made or appears likely to be made, Workleap, at its sole discretion and own expense, will take one or any of the following actions: (a) secure for Customer the right to continue using ShareGate; (b) replace or modify ShareGate to render it non-infringing; or (c) terminate the infringing features of ShareGate and refund to Customer any prepaid fees for such features, in proportion to the portion of the term remaining after such termination. The indemnification obligations in this section are subject to: (i) prompt notification in writing by Customer of any IP Claim (provided however, that the delay or failure to give such notification shall not affect Customer’s entitlement to indemnification hereunder, except to the extent that Workleap shall have been prejudiced as a result of such delay or failure) (ii) the transfer of sole control of the defense and any related settlement negotiations to Workleap, unless agreed otherwise by the Parties; and (iii) Customer’s cooperation, at Workleap’s expense, in the defense of such claim. THIS SECTION STATES WORKLEAP’S SOLE OBLIGATION AND LIABILITY, AND CUSTOMER’S SOLE REMEDY, FOR BREACH OF THE WARRANTY IN SECTION 11.1 AND FOR POTENTIAL OR ACTUAL INTELLECTUAL PROPERTY INFRINGEMENT BY SHAREGATE. NOTWITHSTANDING THE ABOVE, WORKLEAP SHALL HAVE NO LIABILITY TO THE CUSTOMER IF THE INFRINGEMENT ALLEGED IN THE IP CLAIM RESULTS FROM USE OF SHAREGATE IN COMBINATION WITH HARDWARE OR SOFTWARE NOT PROVIDED BY WORKLEAP.

11.4. Feedback. Any feedback or suggestions sent by Customer or shared by Customer with Workleap to improve ShareGate may be implemented by Workleap. In such case, Customer grants Workleap an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free right to use any such feedback or suggestions for any purpose without any obligation or compensation to Customer.

12. Term and Termination

12.1. The Agreement is effective as of the Effective Date, for a period (the “Term”) ending (i) for Customer, when all subscriptions to ShareGate (each a “ShareGate Subscription”), including all renewals of said ShareGate Subscriptions, have expired after being cancelled pursuant to Section 5.2 (Renewal) or until they are terminated by any or both Parties in accordance with Sections 12.2 (Termination – Agreement) or 12.3 (Termination – ShareGate Subscription), as applicable; or (ii) for a User, when the User is no longer accessing the Website or ShareGate. For greater clarity, the Agreement shall remain in force so long as at least one ShareGate Subscription is active.  

12.2. Termination – Agreement. The Agreement may be terminated:

(i) by the Parties at any time if the other Party materially breaches any of its obligations under the Agreement or the Product-Specific Terms, to the extent applicable. If the material breach is curable, the Agreement may only be terminated if such breach is not cured within 15 days after a Party provides notice of the breach to the other Party. For clarity purposes, any violation of Section 2.5 (Unacceptable Use) and 2.7 (Unacceptable Use or Distribution) by Customer shall be deemed a material breach of the Agreement;

(ii) by Workleap if Customer fails to make any payment of the Subscription Fees within 15 days after Workleap provides notice that such amounts are overdue to Customer; or

(iii) by Workleap for convenience with at least a 90-day prior written notice.  

12.3. Termination – ShareGate Subscription. The conditions applicable to the termination of the Agreement under Section 12.2 (Termination – Agreement) apply equally to the termination of a ShareGate Subscription, with the necessary modifications.

12.4. Termination Fee. In the event Workleap terminates a ShareGate Subscription or the Agreement for cause under paragraphs 12.2(i) or 12.2(ii) hereof prior to the expiry of the Term, and Customer has not prepaid the total Subscription Fees payable hereunder, Customer shall pay as liquidated damages a termination fee equal to the remaining Subscription Fees that have not yet been paid to Workleap (the “Termination Fee”). The Parties stipulate that the Termination Fee is not a penalty, but rather a reasonable measure of damages, based on the parties’ expectation of the nature of the losses that may result from such termination.

12.5. No Refund in the Event of Termination. Section 5.3 (No Refunds) (i) applies, regardless of the cause of termination. However, if Customer has terminated the Agreement pursuant to paragraph 12.2(i) or a ShareGate Subscription pursuant to Section 12.3 (Termination – ShareGate Subscription), or if Workleap has terminated the Agreement pursuant to paragraph 12.2(iii) or a ShareGate Subscription pursuant to Section 12.3 (Termination – ShareGate Subscription), Workleap shall refund prepaid Subscription Fees prorated for the remainder of the unused Term. WHERE QUEBEC LAW APPLIES, CUSTOMER HEREBY EXPRESSLY WAIVES ITS RIGHTS UNDER ARTICLES 2125 TO 2129 OF THE CIVIL CODE OF QUEBEC.

12.6. Survival. Any rights and obligations of the Parties hereunder that by their nature are reasonably intended to survive termination or expiration of the Agreement, shall survive termination or expiration of the Agreement including Sections 2.5 (Unacceptable Use), 2.7 (Unauthorized Use or Distribution), 7.2 (Use or Disclosure of Confidential Information), 8 (Warranty Disclaimers), 9 (Limitation of Liability), 10 (Indemnification by Customer), 11 (Intellectual Property and Feedback), 12 (Term and Termination) and 15 (General) shall survive termination of the Agreement.

13. Limitation on Transfer

Customer shall not assign or transfer this Agreement or Customer’s interests, rights or obligations hereunder, and any purported assignment or transfer shall be null and void. Notwithstanding the foregoing, Customer may assign or transfer this Agreement and any rights granted thereunder to an Affiliate; provided that such Affiliate agrees in writing to be bound by the terms of this Agreement.

14. Relation of Parties

Nothing in this Agreement will create or imply an agency relationship between Workleap and the Customer, nor will this Agreement be deemed to constitute a joint venture or partnership between the Parties.  

15. General

15.1. Governing Law. This Agreement is governed, construed, and enforced in accordance with (i) the laws applicable in the Canadian province of Quebec if Customer is located in Canada or (ii) the laws of the State of New York if Customer is located outside of Canada, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the Parties’ rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws. If the Customer is a governmental or public entity, this Section 15.1 will not apply to Customer only to the extent Customer’s jurisdiction’s laws prohibit Customer from accepting the requirements in this section.

15.2. Jurisdiction and Venue. The Parties agree that any litigation in any way relating to this Agreement shall be brought and venued exclusively in (i) the judicial district of Montreal in the Canadian province of Quebec if Customer is located in Canada or (ii) an appropriate federal or state court in New York, New York, USA if Customer is located outside of Canada, and waives any objection that such venue is inconvenient or improper. If Customer is a governmental or public entity, this Section 15.2 will not apply to Customer only to the extent Customer’s jurisdiction’s laws prohibit Customer from accepting the requirements in this section.

15.3. Force Majeure. Except as expressly provided otherwise in this Agreement, dates and times by which a Party is required to render performance under this Agreement shall be automatically postponed to the extent and for the period of time that such Party is prevented from meeting them by reason of an unforeseeable and irresistible event, including external causes with the same characteristics, provided the Party so prevented promptly notifies the other P arty of the commencement and nature of such event or cause and the probable consequences thereof.

15.4. Time of the Essence. Time is of the essence of this Agreement and of every part thereof.

15.5. Entire Agreements.  This Agreement is the complete and exclusive statement of the Parties’ agreement relating to the subject matter hereof and supersedes all offers (oral or written), understandings, representations, conditions, warranties, covenants, and other communications between the Parties relating hereto.

15.5.1. NO OTHER TERMS. WORKLEAP EXPRESSLY OBJECTS TO AND REJECTS ANY ADDITIONAL OR DIFFERENT TERMS PROPOSED BY THE CUSTOMER, INCLUDING THOSE CONTAINED IN THE CUSTOMER’S PURCHASE ORDER, ACCEPTANCE OR WEBSITE. SHOULD ANY OTHER TERMS OR CONDITIONS WITH RESPECT TO SHAREGATE CONTRADICT THE PRESENT AGREEMENT, THE PRESENT AGREEMENT WILL ALWAYS SUPERSEDE SUCH TERMS, UNLESS EXPLICITELY AGREED OTHERWISE IN WRITING BY THE PARTIES BY REFERRING TO THIS SECTION 15.5.1.  

15.6. Waiver. No waiver by either Party of any default in performance on the part of the other Party will constitute a waiver of any subsequent breach or default by the defaulting Party.

15.7. Notices. Workleap may send notices pursuant to this Agreement to the Customer’s email contact points provided by the Customer, and such notices will be deemed received 72 hours after they are sent. The Customer may send notices pursuant to this Agreement to Workleap at [email protected] and such notices will be deemed received 72 hours after they are sent.

15.8. Assignment & Successors. The Agreement will be binding upon and inure to the benefit of the Parties’ respective successors and assigns.

15.9. Severability. To the extent permitted by applicable law, the Parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.

15.10. Conflicts. In the event of any conflict between this Agreement and any Workleap policy posted online, including without limitation Privacy Policy, the terms of this Agreement will govern.

15.11. Technology Export. The Customer shall not permit any third party to access or use ShareGate or the Services in violation of any Canadian law or regulation, or the laws or regulation of the jurisdiction in which ShareGate or the Services were procured. Without limiting the generality of the foregoing, the Customer shall not permit any third party to access or use ShareGate in, or export such products or services to, a country subject to an embargo by Canada, the United States of America or by the jurisdiction in which ShareGate or the Services were procured (each a “Restricted Country”). The Customer hereby represents that they are not located in a Restricted Country and that they shall not cause ShareGate or the Services to be used or accessed in a Restricted Country.

15.12. Inappropriate Conduct. The Customer, its Users and Workleap recognize the right of employees to work in an environment free from harassment, including sexual harassment and discrimination. The Parties shall not, and they shall ensure that their respective employees, agents and representatives shall not, engage in any conduct that creates an intimidating, hostile or offensive work environment. Where an allegation of inappropriate conduct, harassment or discrimination is received in connection to this Agreement, the Parties agree to cooperate in order for the matter to be investigated on a priority basis. A breach of this section shall be deemed a material breach of the Agreement.

15.13. Consumer Protection Law. Workleap is a workplace tool intended for use by businesses and organizations and not for consumer purposes. To the maximum extent permitted by law, consumer protection laws do not apply.

15.14. Anti-Money Laundering, Anti-Bribery, and Anti-Modern Slavery Laws. The Parties agree to comply with all applicable (i) anti-money laundering laws and regulations; (ii) anti-bribery laws and regulations; and (iii) anti-modern slavery legislation. This includes, but is not limited to, (a) the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the Money Laundering Control Act (United States) and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (United Kingdom); (b) the Corruption of Foreign Public Officials Act (Canada), the Foreign Corrupt Practices Act (United States), and the Bribery Act 2010 (United Kingdom); and (c) the Modern Slavery Act 2015 (United Kingdom) and the Fighting Against Forced Labour and Child Labour in Supply Chains Act (Canada). The Parties acknowledge that these laws and regulations are subject to change and agree to promptly update their compliance programs to reflect any changes. The Parties further agree to reasonably cooperate with each other and with any regulatory authorities in connection with any investigation or inquiry related to anti-money laundering, anti-bribery and anti-modern slavery laws and regulations.

16. Modification of Agreement

Workleap may amend this Agreement from time to time by posting an amended version on its website, on the ShareGate home page or in the installation process of the Migration Tool. If you have questions about the ShareGate End User License Maintenance and Support Agreement, please contact us at [email protected].

SCHEDULE 1 – PRODUCT-SPECIFIC TERMS

ShareGate Migrate

Your use of ShareGate Migrate is subject to the terms of the Sharegate End User License, Maintenance and Support Agreement (the “Agreement”) as well as the following additional terms (the “Migrate Terms”). Any capitalized terms used but not defined below have the meanings ascribed to them in the Agreement.

1. Definitions and Interpretation

  • (i) “Customer Data” has the definition ascribed to it in the Agreement and also includes data in electronic form that is managed, to be managed, migrated or to be migrated by Customer using the Migration Tool, including without limitation by Customer’s employees;
  • (ii) “ShareGate Migrate License” has the meaning ascribed to it in Section 2.2 of the Migrate Terms.
  • (iii) “ShareGate Migrate Trial License” has the meaning ascribed to it in Section 2.1 of the Migrate Terms.  
  • (iv) “Machine Activation” means one (1) use of the license key by an individual User to access the ShareGate Migrate solely on one (1) specific machine.
  • (v) “System Requirements” means the minimum system specifications, including the prerequisite hardware components and software resources required to be present on a computer for installation of the Migration Tool, as published on Workleap’s website and updated from time to time (https://help.sharegate.com/en/articles/10236101-install-sharegate-migrate);
  • (vi) “Third-Party License” has the meaning ascribed to it in 2.4 of the Migrate Terms.

2. License

2.1. ShareGate Migrate Trial License. If the ShareGate Subscription for ShareGate Migrate is a trial version, this Section 2.1, and not Section 2.2, shall apply. Subject to the provisions of the Agreement, Workleap hereby grants to Customer a limited, revocable, non-perpetual, non-exclusive, non-transferable object code license to review, test, and evaluate ShareGate Migrate for its Internal Use for the duration specified on Workleap’s website when ShareGate Migrate is installed (the “ShareGate Migrate Trial License”).

2.2. ShareGate Migrate License. If the ShareGate Subscription for ShareGate Migrate is not a ShareGate Migrate Trial Version, this Section 2.2, and not Section 2.1, shall apply. Subject to the provisions of this Agreement as well as the payment of all applicable fees for the term of such License, Workleap hereby grants to Customer a revocable, non-perpetual, non-exclusive, non-transferable object code license to use the ShareGate Migrate for its Internal Use for the period purchased by Customer (the “ShareGate Migrate License”).

2.3. Machine Activation. The ShareGate Migrate License is a per-activation license. Customer may only activate the number of Machine Activations it has purchased and is responsible for coordinating the activation and deactivation of the license key to permit Users to use ShareGate Migrate in accordance therewith. For the avoidance of doubt, (a) Customer may transfer a license key from one User to another at no additional charge so long as Customer does not exceed the total number of Machine Activations, and (b) mere installation of ShareGate Migrate does not count toward the number of activations.

2.4. Third-Party License. Notwithstanding Section 2.3, Customer may purchase and use a License for the benefit of one third party other than Customer but may only use such License for the benefit of that very specific third party (a “Third-Party License”). Customer acknowledges and accepts that it may never use the Third-Party License for its own benefit and that it may never use the Third-Party License or allow the Third-Party License to be used for the benefit of any other third party than the one for which the Third-Party License was purchased for by Customer.

3. Customer’s Obligations for Maintenance and Support Services

3.1. Current Version. Customer must update the Migration Tool in its entirety to the most recent released version. In order to provide technical support, Workleap may request that Customer update the Migration Tool to the most recent released version.

3.2. System Requirements. Customer agrees that, subject to Customer’s internal policies, it will upgrade its hardware, computer operating system and software to meet the changing System Requirements as specified by Workleap in the support documentation published on its website (https://help.sharegate.com/en/articles/10236101-install-sharegate-migrate). The Parties agree that Workleap is bound by no obligation to ensure that ShareGate is compatible with other components than those specified in the System Requirements, nor to ensure that new releases of ShareGate are compatible with versions of any required computer operating system or software exceeding three (3) years from the date of their respective releases.

4. Customer Data

Customer grants Workleap the right to access, use, process, copy, distribute, export and display Customer Data, only to the extent permitted by law and as reasonably necessary during the Term (a) to prevent or address service, security, support or technical issues; (b) to comply with Customer’s express instructions; or (c) to comply with a valid legal request. Notwithstanding the foregoing, Workleap shall have the right to retain any residual backup copies of Customer Data made in the ordinary course of business until it is deleted in accordance with Workleap’s retention rules, provided such copies shall be used only for the purposes permitted hereunder, and for no other purpose.

5. Termination

Upon termination of this Agreement or a ShareGate Subscription to ShareGate Migrate by either Party, Customer must permanently delete all copies of the ShareGate Migrate under its control or in its possession, and upon request by Workleap, must provide a written confirmation of such deletion. The ShareGate Subscription for ShareGate Migrate, including the ShareGate Migrate License, shall be immediately revoked upon termination of the Agreement, and all rights and obligations of Customer shall be extinguished, except for such rights and obligations which are meant to survive due to their nature or as expressly provided for under the Agreement.

ShareGate Protect

1. Definitions and Interpretation

  • (i) “API Security Tokens” has the meaning ascribed to it in Section 3.1 of the Protect Terms;
  • (ii) “Customer Data” has the definition ascribed to it in the Agreement and also includes data that Customer or Customer’s Microsoft 365 group owners transfer to Workleap in conjunction with ShareGate Protect;
  • (iii) “ShareGate Protect Access” has the meaning ascribed to it in Section 2.2 of the Protect Terms.
  • (iv) “ShareGate Protect Trial Access” has the meaning ascribed to it in Section 2.1 of the Protect Terms.
  • (v) “Tenant Activation” means activation of ShareGate Protect on one (1) Microsoft production tenant.

2. Access to ShareGate Protect

2.1. ShareGate Protect Trial Access. If the ShareGate Subscription for ShareGate Protect is a trial version, this Section 2.1, and not Section 2.2, shall apply. Subject to the provisions of the Agreement, Workleap hereby grants to Customer the right to access and use the ShareGate Protect to review, test, and evaluate ShareGate Protect for its Internal Use for the duration specified on Workleap’s website when ShareGate Protect is made available to Customer (the “ShareGate Protect Trial Access”).

2.2. ShareGate Protect Access. If the ShareGate Subscription for ShareGate Protect is not a ShareGate Protect Trial Access, this Section 2.2, and not Section 2.1, shall apply. Subject to the provisions of this Agreement as well as the payment of all applicable fees for the term of such access, Workleap hereby grants to Customer the right to access and use ShareGate Protect for its Internal Use for the period purchased by Customer (the “ShareGate Protect Access”).

2.3. Number of End-Users and Tenants. ShareGate Protect is limited to be used by only one Microsoft production tenant. However, for each Tenant Activation, Customer is allowed to have up to the number of Microsoft 365 admin authorized by the Customer’s ShareGate Subscription. If Customer wishes to increase the number of Microsoft production tenants, Customer must purchase a new ShareGate Subscription for ShareGate Protect.

3. Use of ShareGate Protect

3.1. Access granted by Customer. Customer understands and agrees that in order for Workleap to perform ShareGate Protect, Workleap must be granted access to Customer’s Microsoft 365 SharePoint Online, Microsoft Azure Directory and Microsoft Graph and that Workleap will host the security tokens to access those APIs (the “API Security Tokens”). Customer confirms that it has granted such access to Workleap. Customer understands and agrees that this access includes the access to the content of the files stored by Customer in its Microsoft 365 tenant, although Workleap does not intend to access such content. Workleap has implemented technical, organizational and administrative systems, policies, and procedures to mitigate the risk of unauthorized access to, or use of, Customer’s Microsoft 365 environment.

3.2. Services ShareGate Protect. Workleap may revise the content, features and functions of the ShareGate Protect at any time without notice.

3.3. Technical Limitations. Due to the architecture of ShareGate Protect and to the nature of information necessary for the Services to work as intended, access to and use of the Services may be limited for certain use cases. Such technical limitations are posted and further detailed at https://help.sharegate.com/en/articles/10237304-general-limitations-for-sharegate-protect.  Workleap shall periodically update information about technical limitations.

4. Customer Data

Use of Customer Data. Customer grants Workleap the right to access, use, process, copy, distribute, export and display Customer Data, only to the extent permitted by law and as reasonably necessary during the Term (a) to provide, maintain and improve ShareGate Protect; (b) to prevent or address service, security, support or technical issues; (c) to comply with Customer’s express instructions; or (d) to comply with a valid legal request. Notwithstanding the foregoing, Workleap shall have the right to retain any residual backup copies of Customer Data made in the ordinary course of business until it is deleted in accordance with Workleap’s retention rules.

5. Additional Warranties and Disclaimers

5.1. Availability of the Services. Customer acknowledges the technical limitations described in Section 3.3 hereof and accepts that ShareGate Protect may be limited, inaccessible or unavailable because of such technical limitations. Workleap is not responsible if ShareGate Protect is unavailable because of technical limitations described in Section 3.3 hereof and Customer is responsible for ensuring that there are no technical limitations preventing their intended use of ShareGate Protect.

5.2. Performance Disclaimer. The speed of operations performed using the ShareGate Protect may vary depending on a variety of factors, including Customer’s Internet connexion. Workleap does not warrant that operations (including copies) performed using the ShareGate Protect will be faster than operations performed using the ShareGate Migrate.

5.3. Storage. IN ORDER FOR WORKLEAP TO PROVIDE SHAREGATE PROTECT, WORKLEAP NEEDS AND REQUIRES FULL CONTROL OF THE CUSTOMER’S OWN STORAGE. TO THAT END, WORKLEAP RECOMMENDS THE USE OF A DEDICATED STORAGE WHEN CUSTOMER USES SHAREGATE PROTECT.

5.4. Failure Caused by Microsoft 365, Windows Azure Active Directory and Microsoft Graph. Workleap relies on Microsoft 365, Windows Azure Active Directory and Microsoft Graph to perform the Services. Without limiting Section 8 (Warranties and Disclaimers) of the Agreement, Workleap is therefore not responsible if a failure to perform the ShareGate Protect is caused by a default of Microsoft 365, Windows Azure Active Directory or Microsoft Graph.