End User License Agreement

1. Definitions

• “Agreement” means any Master Partner Agreement, Statement of Work, Order Form, or separate licensing or purchase agreement between the End User and HexaCluster or its authorized reseller.
• “HexaCluster Software” means, collectively or individually as applicable, (a) HexaRocket, (b) DMAT, (c) HexaReplicate, and (d) HexaBridge, together with all associated Documentation, as further described below.
• “HexaRocket” means the HexaCluster software product providing end-to-end database migration capabilities, including schema migration with validation, data migration with validation, change data capture (CDC) for live replication, online database migrations, and reverse replication for rollback.
• “DMAT” means the HexaCluster Database and Application Migration Assessment Tool, providing pre-migration and modernization assessment capabilities for accurate estimations of timelines and automatic conversion coverage.
• “HexaReplicate” means the HexaCluster software product providing standalone, ongoing data replication between databases, including continuous or long-running replication independent of a database migration.
• “HexaBridge” means the HexaCluster software product providing database compatibility capabilities, including Oracle and SQL Server compatibility, for PostgreSQL and PostgreSQL-compatible databases, enabling applications built for such source databases to operate against the target database.
• “Documentation” means any written, electronic, or online materials provided by HexaCluster to describe the installation, operation, implementation, architecture, design, or internals of the HexaCluster Software.
• “End User” means any individual or entity, including but not limited to partners, their customers, affiliates, contractors, or authorized users, who access or use HexaCluster Software for assessment, testing, deployment, development or production purposes.
• “HexaCluster” means HexaCluster Corp., an Ontario (Canada) corporation, the developer and owner of the HexaCluster Software and associated Documentation.
• “Intellectual Property Rights” means all current and future rights associated with works of authorship, patents, trade secrets, trademarks, and any other intellectual and industrial property rights worldwide.
• “Confidential Information” means all non-public information relating to the HexaCluster Software, including but not limited to source code, algorithms, architecture, designs, product roadmaps, technical data, and Documentation.

2. License Grant

Subject to the terms and conditions of this EULA and any applicable Agreement, HexaCluster grants to each End User a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install, access, and use the HexaCluster Software and the Documentation solely for End User’s internal business purposes and limited to the term of the applicable Agreement or transaction.

3. Reservation of Rights

All rights not expressly granted herein are reserved by HexaCluster. The HexaCluster Software is licensed, not sold. HexaCluster retains all rights, title, and interest in and to the HexaCluster Software, the Documentation, and all Intellectual Property Rights therein. Nothing in this EULA shall be construed to grant End User any rights, title, or ownership in or to the HexaCluster Software or the Documentation, including any derivative works thereof, beyond the limited license granted herein.

4. Restrictions

End Users shall not, and shall not permit any third party to:

• (a) Copy, distribute, or create derivative works of the HexaCluster Software or the Documentation, except as expressly permitted;
• (b) Reverse engineer, decompile, disassemble, translate, or otherwise attempt to derive the source code of the HexaCluster Software, except where prohibited by applicable law;
• (c) Modify, adapt, translate, or create derivative or competing products based on the HexaCluster Software’s functionality, features, architecture, or design;
• (d) Use the HexaCluster Software to develop or enhance any software product that replicates, mimics, or competes with any feature of the HexaCluster Software now or in the future;
• (e) Use the HexaCluster Software to offer data migration, replication, assessment, or related services to third parties as a commercial service or SaaS offering, except where such use is expressly authorized under an applicable Agreement. For clarity, deployment of HexaCluster Software within a customer’s own SaaS, IaaS, or PaaS environment for internal migration, assessment, or replication of their own databases is permitted;
• (f) Remove, alter, or obscure any proprietary notices in the HexaCluster Software or the Documentation;
• (g) Sublicense, rent, lease, lend, or otherwise transfer or make available the HexaCluster Software to any third party, except as expressly authorized under an applicable Agreement; or
• (h) Use the HexaCluster Software in excess of the scope, capacity, or number of users specified in the applicable Agreement or Order Form.

5. Proprietary Tool Usage Restrictions

End Users acknowledge that the HexaCluster Software’s features - including but not limited to HexaRocket’s schema migration, data migration, CDC, online migration, and reverse replication capabilities, DMAT’s database and application migration assessment capabilities, HexaReplicate’s ongoing data replication capabilities, and HexaBridge’s Oracle and SQL Server compatibility capabilities - are proprietary to HexaCluster. End Users shall not use knowledge gained from the HexaCluster Software to develop, market, or distribute any software or service that provides similar functionality.

6. Improvements and Derivative Works

Any enhancements, modifications, derivative works, or improvements to the HexaCluster Software, whether developed by End User, HexaCluster, or jointly, shall be the sole and exclusive property of HexaCluster. To the extent any such rights vest in End User by operation of law, End User hereby irrevocably assigns all such rights to HexaCluster. End User shall execute any documents and take any actions reasonably requested by HexaCluster to evidence or perfect such assignment.

7. Copyright

The HexaCluster Software and the Documentation are protected by copyright laws and international treaties. © 2025–2026 HexaCluster Corp. All rights reserved. HexaCluster retains all right, title, and interest in and to the HexaCluster Software and any copies thereof.

8. Confidentiality

End Users shall treat the HexaCluster Software and the Documentation as Confidential Information. End Users shall not disclose, publish, or disseminate any portion of the HexaCluster Software or Documentation to any third party without prior written consent from HexaCluster. End Users shall protect Confidential Information using the same degree of care they use for their own confidential information, but no less than a reasonable degree of care. This obligation shall survive termination of this EULA for a period of five (5) years, except with respect to trade secrets, which shall be protected for so long as such information remains a trade secret under applicable law.

9. Data Handling and On-Premise Deployment

The HexaCluster Software is deployed within End User’s own environment, on the platform of End User's choice, whether on-premise, public cloud, hybrid cloud, private cloud, or any other infrastructure or platform selected by End User. Regardless of the deployment platform, HexaCluster does not access, store, or process End User’s data through the HexaCluster Software in the ordinary course of its operation. End User is solely responsible for the security and management of its own environment and data. Any data processing requirements shall be addressed in the applicable Agreement or a separate Data Processing Agreement as needed.

10. Term and Termination

This EULA becomes effective upon the End User’s first access or use of the HexaCluster Software and remains in effect until terminated. This EULA will terminate automatically upon the earliest of:

• (a) Expiration or termination of any applicable Agreement between End User and HexaCluster or its authorized reseller;
• (b) Termination of End User’s access or license by HexaCluster; or
• (c) Breach of any term of this EULA by End User.

Sections relating to intellectual property, restrictions, improvements and derivative works, confidentiality, disclaimers, limitations of liability, indemnification, and any provisions which by their nature should survive, shall survive termination.

11. Effect of Termination

Upon expiration or termination, End Users must cease all use of the HexaCluster Software, uninstall and destroy all copies, and certify in writing that no copies remain.

12. Limited Warranty Disclaimer

THE HEXACLUSTER SOFTWARE IS PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. HEXACLUSTER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. HEXACLUSTER DOES NOT WARRANT THAT THE HEXACLUSTER SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, OR MEET END USER’S REQUIREMENTS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO CERTAIN EXCLUSIONS MAY NOT APPLY.

13. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THE USE OF THE HEXACLUSTER SOFTWARE OR THIS EULA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING THE FOREGOING, THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION SHALL NOT APPLY TO: (A) WILLFUL MISCONDUCT OR GROSS NEGLIGENCE; (B) END USER’S BREACH OF SECTIONS 4 (RESTRICTIONS), 5 (PROPRIETARY TOOL USAGE RESTRICTIONS), OR 8 (CONFIDENTIALITY); (C) INDEMNIFICATION OBLIGATIONS UNDER SECTION 14; OR (D) END USER’S INFRINGEMENT OF HEXACLUSTER’S INTELLECTUAL PROPERTY RIGHTS.

IN NO EVENT SHALL EITHER PARTY’S TOTAL AGGREGATE LIABILITY UNDER THIS EULA EXCEED THE AMOUNT ACTUALLY PAID BY THE END USER FOR THE LICENSE TO THE HEXACLUSTER SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF NO AMOUNT WAS PAID, NEITHER PARTY SHALL HAVE ANY LIABILITY WHATSOEVER.

14. Indemnification

Hexacluster shall defend, indemnify, and hold harmless End User, its affiliates, and their respective officers, directors, employees, and agents from and against any and all third-party claims, actions, suits, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• (a) HexaCluster’s negligence, gross negligence, or willful misconduct in connection with the HexaCluster Software; or
• (b) Any claim that the HexaCluster Software infringes any third-party Intellectual Property Right, to the extent such infringement is attributable to the HexaCluster Software itself and not to End User’s products, services, or data use within the HexaCluster Software.

End User shall defend, indemnify, and hold harmless HexaCluster, its affiliates, and their respective officers, directors, employees, and agents from and against any and all third-party claims, actions, suits, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• (a) End User’s breach of this EULA, including but not limited to breach of the restrictions in Sections 4 and 5;
• (b) End User’s misuse of the HexaCluster Software, including any use beyond the scope of the license granted herein;
• (c) End User’s negligence, gross negligence, or willful misconduct in connection with the HexaCluster Software; or
• (d) Any claim that End User’s use of the HexaCluster Software in combination with End User’s own products, services, or data infringes any third-party Intellectual Property Right, to the extent such infringement is attributable to End User’s products, services, or data and not to the HexaCluster Software itself.

The indemnified party shall: (i) promptly notify the indemnifying party in writing of any claim; (ii) grant the indemnifying party sole control of the defense and settlement of the claim; and (iii) provide the indemnifying party with all reasonable assistance, at the indemnifying party’s expense.

15. Feedback

Any suggestions, feedback, or recommendations provided by End Users regarding the HexaCluster Software (“Feedback”) may be used by HexaCluster without restriction or obligation, provided that:

• (a) Feedback shall not include or be deemed to include any of End User’s Confidential Information, trade secrets, or proprietary intellectual property;
• (b) HexaCluster’s use of Feedback shall not grant HexaCluster any rights to End User’s pre-existing intellectual property; and
• (c) HexaCluster shall have a non-exclusive, royalty-free right to use and incorporate such Feedback into the HexaCluster Software and its other products and services.

16. Export Compliance

End User shall comply with all applicable export control laws and regulations, including those of Canada and the United States, in connection with the HexaCluster Software. End User shall not export, re-export, or transfer the HexaCluster Software to any country, entity, or person prohibited by applicable law.

17. Governing Law

This EULA shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to its conflict of laws principles. Any disputes arising under or in connection with this EULA shall be subject to the exclusive jurisdiction of the courts located in Ontario, Canada.

18. Miscellaneous

This EULA, together with any applicable Agreement, constitutes the entire agreement between the parties with respect to the HexaCluster Software and supersedes all prior or contemporaneous communications, whether oral or written, related to its subject matter. No amendment or modification of this EULA will be valid unless in writing and signed by authorized representatives of both parties. If any provision of this EULA is held to be unenforceable, the remaining provisions will remain in full force and effect. Failure to enforce any provision shall not constitute a waiver of that right. Neither party may assign this EULA without the prior written consent of the other party, except that HexaCluster may assign this EULA without consent in connection with a merger, acquisition, or sale of substantially all assets.