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MASTER SOFTWARE LICENSE,
MAINTENANCE AND SERVICES AGREEMENT
PLEASE READ THIS MASTER SOFTWARE LICENSE, MAINTENANCE AND
SERVICES AGREEMENT BEFORE PURCHASING OR USING THE SOFTWARE OR
SERVICES. BY USING OR PURCHASING THE SOFTWARE OR SERVICES,
CUSTOMER SIGNIFIES ITS ASSENT TO THIS AGREEMENT. IF YOU ARE ACTING
ON BEHALF OF AN ENTITY, THEN YOU REPRESENT THAT YOU HAVE THE
AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ENTITY.
IF CUSTOMER DOES NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN IT
MUST NOT PURCHASE OR USE THE SOFTWARE OR SERVICES.
This Master Software License, Maintenance and Services Agreement is between GridGain
Systems, Inc. ("GridGain"), with its principal place of business at 1065 East Hillsdale Blvd.,
Suite 220, Foster City, CA 94404 and the purchaser or user of the Software or Services that
accepts the terms of this Agreement ("Customer"). The effective date of this Agreement
("Effective Date") is the date that Customer uses the Software or Services or agrees to these
terms by entering into an Order Form.
1. ORDER PROCESS
1.1 Obligation to License. This Master Agreement does not by itself commit Customer to
license any Software from GridGain. Rather, this Master Agreement merely sets forth the terms
and conditions that will govern the licensing of GridGain's Software to Customer as a result of
the execution of an Order Form by GridGain and Customer.
1.2 Order Form. Each Order Form shall incorporate by reference the provisions of this
Master Agreement as though such provisions were set forth therein in their entirety, unless the
terms of the Order Form conflict with the provisions of this Master Agreement, in which event,
the terms of the Order Form shall prevail, and shall set forth: (a) a description of the Software to
be licensed, (b) the fees to be paid by Customer for the Software License, the related Maintenance
Services, as well as any Professional Services, if any, and, (c) such additional terms and
conditions as may be mutually agreed upon by GridGain and Customer.
1.3 Professional Services. Subject to the terms and conditions of this Agreement, GridGain
will provide to Customer the Professional Services agreed by the parties in applicable Order
Forms. Professional Services are only for Customer's internal use. Customer may not use the
Professional Services to supply any installation, consulting or training services to any third party.
Unless otherwise provided in an applicable Order Form, all Professional Services shall be
accepted upon delivery.
1.4 Customer Affiliates. Customer Affiliates may purchase Licenses, Maintenance Services
and Professional Services from GridGain by executing Order Forms. By entering into an Order
Form with GridGain under this Agreement, a Customer Affiliate agrees to be bound by the terms
and conditions of this Agreement as if it were an original party hereto, and all terms of this
Agreement that apply to Customer shall apply to the Customer Affiliate.
2. DELIVERY AND INSTALLATION
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GridGain will deliver the Software and Documentation to Customer by providing
Customer with access to GridGain's website to download the Software and access to the
Documentation, and separate provision by electronic mail of the access keys, on or before the
delivery date, as specified in the applicable Order Form or as otherwise agreed to by the Parties
and confirmed in writing. If a delivery date is not specified on the Order Form, then the scheduled
delivery date shall be the date that is mutually agreed to by the Parties and confirmed in writing.
If Customer is unable to complete delivery of the Software by downloading the Software from
GridGain's website and utilizing the access keys provided by GridGain, GridGain will provide
installation assistance ("Installation Services") for an installation fee, as separately specified on
an Order Form. The Software shall be deemed to be accepted upon delivery.
3. SCOPE OF LICENSE
3.1 Proprietary Rights to Software. As between GridGain and Customer, GridGain shall
be deemed to own the Intellectual Property Rights in or to the Software, and all derivative works
thereof; and nothing contained in this Agreement shall be construed to convey any Intellectual
Property Rights in or to the Software to Customer (or to any party claiming through Customer)
other than the license rights expressly set forth in this Master Agreement and in the applicable
Order Form. In particular, and without limiting any other restrictions contained in this Master
Agreement, Customer shall be prohibited from reselling, transferring or licensing the Software or
any products or services that utilize the Software or other technology owned by GridGain.

3.2 Scope of License. Subject to the terms and conditions of this Agreement, GridGain
hereby grants Customer an annual (unless a different term is specified in the Order Form), nonexclusive,
non-transferable license to use the Software for Customer's internal business purposes
in the specified territories subject to such restrictions and limitations set forth below and
elsewhere in this Master Agreement and as may be specifically set forth on the applicable Order
Form. Customer acknowledges and agrees that except as specifically provided in the Order Form,
it is acquiring only the right to use the Software for a one year period, subject to annual automatic
renewal unless either Party terminates the License in writing at least sixty (60) days prior to the
expiration of the period; provided that this auto-renewal provision shall not apply to Licenses
expressly designated as perpetual on the applicable Order Form. Customer agrees that, as
between GridGain and Customer, the Software (in whole or part) shall remain the exclusive
property of GridGain and may not be copied or used except as expressly authorized by this
Agreement. Any rights not expressly granted to the Customer under this Master Agreement are
retained by GridGain. The Software may include individual open source software components,
each of which has its own copyright and its own applicable license conditions. The open source
software is licensed to Customer under the terms of the applicable open source license conditions
and/or copyright notices that can be found in the licenses file, the Documentation or other
materials accompanying the Software.

3.3 Reproductions. Customer may reproduce the Software as Customer may reasonably
deem necessary to satisfy the requirements of Customer within the scope of the applicable
License (including one reproduction of the Software for backup and archival purposes). All
reproductions shall include any copyright or other proprietary notices contained on the originals.
3.4 Disaster Recovery and Non-Production Use. Subject to the specific rights and
restrictions, if any, set forth in the Order Form, each License includes the right (at no additional
charge) to have the Software tested periodically for viability at any Customer location or at a
location of a third-party engaged by Customer to provide disaster recovery, contingency or
business continuity services for Customer, provided that such testing is performed in a passive 
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disaster recovery environment with only one environment processing production workload at any
given time. If a third party performs such tests, Customer will require such third party to be
bound by written agreement to treat the Software as confidential information on terms at least as
restrictive as those in Section 8. Customer will also be entitled to make and keep copies of
Software and its Documentation at a separate facility for backup (including hot back up, provided
that it is not processing workload), archival and emergency purposes.
3.5 Restrictions. Except to the extent authorized or permitted in this Agreement or by
applicable law without the possibility of contractual waiver, Customer shall not directly or
indirectly: (a) copy, transfer or distribute the Software (electronically or otherwise); (b) reverse
assemble, reverse engineer, reverse compile, modify or otherwise translate the Software or any
part thereof (in the event that Customer believes that the Software is not functioning according to
its Documentation, Customer shall contact GridGain immediately and inform it of the problem);
(c) sublicense or assign the License for the Software or the Subscription; (d) resell the Software
or any portion thereof, or incorporate the Software or any portion of it into any product or
technology sold, licensed or provided by Customer to its customers or any third parties, (e)
circumvent the license keys embedded within the Software; (f) modify or create derivative works
based upon the Software; or (g) disclose the results of any benchmark test of the Software to any
third party.
4. DOCUMENTATION AND TRAINING
4.1 Documentation. GridGain will make available on its website on the date the Software is
delivered at no additional charge an online copy of all generally available Documentation for the
Software. The Documentation shall be sufficient to enable Customer's Personnel to use and to
understand the use and operation of the Software, and shall conform to generally accepted
industry standards for the use, operation and internal operating logic of software. Customer may
make a reasonable number of copies of the Documentation for Customer's internal use, provided
Customer reproduces copyright notices and any other legends of ownership on each copy.
4.2 Training. If Customer's Personnel require training in order to properly use the Software,
GridGain may provide either website or on-site training in the use of such Software for the fee
specified in the Order Form ("Training Services").
4.3 Ownership of Deliverables and Training Materials. GridGain shall own all intellectual
property and proprietary rights in the deliverables provided by GridGain as part of the
Professional Services provided by GridGain under this Agreement ("Deliverables"). GridGain
hereby grants to Customer an irrevocable, perpetual, nonexclusive, worldwide, royalty-free right
and license to use any such Deliverables for its internal business purposes during the term of this
Agreement. Notwithstanding any contrary provision in this Agreement, Deliverables shall not
include GridGain training courses and training materials ("Training Materials"). Training Materials
and all worldwide intellectual property rights therein, as the same may be amended and/or extended,
including the copyright, are wholly owned solely by GridGain, who shall retain all right, title and
interest in and to all Training Materials. Customer shall be entitled to keep and use all Training
Materials provided by GridGain to Customer, but without any other license to exercise any of the
intellectual property rights therein, all of which are hereby strictly reserved to GridGain. Customer
may reproduce the Training Materials for its internal use during the term of this Agreement.
5. FEES AND PAYMENT TERMS
5.1 Fees. The Subscription Fees and all other charges to be paid by Customer for the License 
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of the Software, Maintenance Services and Professional Services shall be set forth on the
applicable Order Form.
5.2 Taxes. Customer shall pay all fees and charges set forth in the Order Form exclusive of
any sales, use, excise, value-added, or similar taxes, and exclusive of any duties or fees payable
on the provision of the Software and Services. Any such taxes, duties, or fees shall be added to
the Customer's invoice or paid directly by Customer. GridGain shall be solely responsible for the
payment of personal property taxes, franchise taxes, corporate excise or corporate privilege,
property or license taxes, all taxes relating to GridGain's Personnel, and all taxes based on the net
income or gross revenues of GridGain. If any applicable law requires Customer to withhold
amounts from any payments to GridGain under this Agreement, (a) Customer will effect such
withholding, remit such amounts to the appropriate taxing authorities and promptly furnish
GridGain with tax receipts evidencing the payments of such amounts and (b) the sum payable by
Customer upon which the deduction or withholding is based will be increased to the extent
necessary to ensure that, after such deduction or withholding, GridGain receives and retains, free
from liability for such deduction or withholding, a net amount equal to the amount GridGain
would have received and retained absent the required deduction or withholding.
5.3 Reimbursable Expenses. GridGain will be reimbursed for expenses incurred that are
reasonable and that have been approved in advance by Customer. For each item of expense for
which reimbursement is requested, GridGain will submit substantiating documentation in
accordance with Customer's policies which are provided to GridGain in writing prior to the
effective date of the applicable Order Form. All approved business expenses and pass-through
charges will be reimbursed at cost (as actually incurred), without mark-up.
5.4 Terms of Payment. GridGain may invoice Customer for any other charges payable
under this Agreement upon the effective date of the applicable Order Form. All invoices shall be
submitted to Customer at the billing address designated on the applicable Order Form. Each
invoice shall be payable within thirty (30) days after its receipt by Customer. All payments are
nonrefundable and are made without the right of setoff or chargeback. GridGain reserves the right
to charge a service fee in the amount of 1% per month on late payments. If Customer fails to pay
fees in accordance with this Section, GridGain may suspend fulfilling its obligations under this
Agreement until such payment is received by GridGain.
6. REPRESENTATIONS AND WARRANTIES
6.1 Software. For a period of thirty (30) days from the date of initial licensing (the
"Warranty Period"), GridGain represents and warrants that the Software shall substantially
conform to its Documentation. In the event of a breach of the foregoing warranty, GridGain shall,
as its sole obligation and Customer's sole remedy, repair or replace the Software; provided that
this remedy is only available if Customer gives GridGain written notice of such breach during the
Warranty Period. The foregoing warranty is for the benefit of Customer only and will apply only
if the Software has been properly installed and used at all times in accordance with the instructions
in the applicable Documentation and no modification, alteration or addition has been made
to the Software.
6.2 Services. GridGain represents and warrants that the Services shall be performed in a
professional and workmanlike manner. In the event of a breach of the foregoing warranty,
GridGain shall, as its sole obligation and Customer's sole remedy, re-perform the applicable
Services; provided that this remedy is only available if Customer gives GridGain written notice of
such breach within three (3) days of delivery of the applicable Services.
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6.3 Disclaimer. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES
EXPRESSLY SET FORTH IN THIS SECTION 6, THE SOFTWARE, SERVICES, TRAINING
MATERIALS, DELIVERABLES AND ANY OTHER MATERIALS PROVIDED TO
CUSTOMER UNDER THIS AGREEMENT ARE PROVIDED "AS IS" AND GRIDGAIN
MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY
REGARDING OR RELATING TO THE SOFTWARE, SERVICES, TRAINING MATERIALS,
DELIVERABLES AND ANY OTHER MATERIALS PROVIDED TO CUSTOMER UNDER
THIS AGREEMENT. GRIDGAIN DOES NOT WARRANT THAT THE SOFTWARE
FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT WILL
OPERATE UNINTERRUPTED OR THAT IT WILL BE FREE FROM DEFECTS OR THAT IT
IS DESIGNED TO MEET CUSTOMER'S BUSINESS REQUIREMENTS. GRIDGAIN
HEREBY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT
LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT WITH RESPECT TO THE
SOFTWARE, SERVICES, TRAINING MATERIALS, DELIVERABLES AND ANY OTHER
MATERIALS PROVIDED TO CUSTOMER UNDER THIS AGREEMENT.

7. MAINTENANCE SERVICES
GridGain shall perform the Maintenance Services as described in an applicable Order
Form pursuant to the terms set forth at
http://www.gridgain.com/agreements/GridGain_Maintenance_Services_Terms.pdf. Unless
otherwise provided in an Order Form, the term of the Maintenance Services shall be annual and
shall automatically renew unless terminated by notice from one party to the other in writing at
least sixty (60) days prior to the expiration of the then-current term.
8. CONFIDENTIAL INFORMATION
8.1 Duty of Care. The Party receiving ("Receiving Party") Confidential Information of the
other Party ("Disclosing Party") will exercise at least the same degree of care with respect to the
Disclosing Party's Confidential Information that the Receiving Party exercises to protect its own
Confidential Information; and, at a minimum, the Receiving Party will maintain adequate security
measures to safeguard the Disclosing Party's Confidential Information from unauthorized
disclosure, access, use and misappropriation. Without limiting the generality of the foregoing,
the Receiving Party will only use or reproduce the Disclosing Party's Confidential Information to
the extent necessary to enable the Receiving Party to fulfill its obligations under this Agreement,
or in the case of Customer, to exercise its rights as contemplated by this Agreement. In addition,
the Receiving Party will disclose the Disclosing Party's Confidential Information only to those of
the Receiving Party's (or in the case of Customer, also to its Affiliates') Personnel who have a
"need to know" such Confidential Information (and only to the extent necessary) in order to
fulfill the purposes contemplated by the Agreement. Prior to disclosing Confidential Information
to any of its Personnel, the Receiving Party will ensure that each of its Personnel who will be
receiving Confidential Information is bound by a written non-disclosure agreement with terms
and conditions no less restrictive than those set forth herein. If the Receiving Party becomes
aware of any threatened or actual unauthorized access to, use or disclosure of, or any inability to
account for, the Disclosing Party's Confidential Information, the Receiving Party will promptly
notify the Disclosing Party thereof and will assist the Disclosing Party with its efforts to terminate
such access, to curtail such threatened or actual unauthorized use or disclosure, or to recover such
information or materials. The Receiving Party will be liable to the Disclosing Party for any noncompliance
by its agents or contractors to the same extent it would be liable for non-compliance 
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by its employees.
8.2 Exclusions. The obligations of confidentiality assumed under this Agreement shall not
apply to the extent the Receiving Party can demonstrate, by clear and convincing evidence, that
such information:
8.2.1 is or has become generally available to the public, without any breach by the Receiving
Party of the provisions of this Agreement or any other applicable agreement between the Parties;
8.2.2 was rightfully in the possession of the Receiving Party, without confidentiality
restrictions, prior to such Party's receipt pursuant to this Agreement;
8.2.3 was rightfully acquired by the Receiving Party from a third party who was entitled to
disclose such information, without confidentiality or proprietary restrictions;
8.2.4 was independently developed by the Receiving Party without using or referring to the
Disclosing Party's Confidential Information; or
8.2.5 is subject to a written agreement pursuant to which the Disclosing Party authorized the
Receiving Party to disclose the subject information.
8.3 Legally Required Disclosures. The obligations of confidentiality assumed under this
Agreement shall not apply to the extent that the Receiving Party is required to disclose the
Disclosing Party's Confidential Information under any applicable law, regulation or an order from
a court, regulatory agency or other governmental authority having competent jurisdiction,
provided that the Receiving Party:
8.3.1 promptly notifies the Disclosing Party of the order in order to provide the Disclosing
Party an opportunity to seek a protective order;
8.3.2 provides the Disclosing Party with reasonable cooperation in its efforts to resist the
disclosure, upon reasonable request by the Disclosing Party and at the Disclosing Party's
expense; and
8.3.3 discloses only the portion of the Disclosing Party's Confidential Information that is
required to be disclosed under such law, regulation or order.
8.4 Accounting for Confidential Information. Except as otherwise expressly provided in
this Agreement, upon the request of the Disclosing Party at any time after the termination of this
Agreement, the Receiving Party will return (or purge its systems and files of, and suitably
account for) all tangible Confidential Information supplied to, or otherwise obtained by, the
Receiving Party in connection with this Agreement. The Receiving Party will certify in writing
that it has fully complied with its obligations under this Section within seven (7) days after its
receipt of a request by the Disclosing Party for such a certification. For the avoidance of doubt,
this Section shall not be construed to limit either Party's right to seek relief from damages that are
caused by the other Party's default.
9. TERM AND TERMINATION
9.1 Term. This Master Agreement shall commence as of the Effective Date designated
above, and shall continue in effect thereafter unless terminated as provided in this Section 9 or by
written agreement of the Parties. Each Order Form shall only become effective when duly signed
on behalf of the Parties to be bound thereby, and shall continue in effect through the expiration
date for the License(s) granted thereunder (taking into account any renewals of the License(s)),
provided that the Order Form is not earlier terminated for cause. 
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9.2 Termination for Cause. If Customer breaches a material obligation under Sections 3.5
or 8 of this Master Agreement, then GridGain may terminate this Agreement and any Order Form
upon providing written notice to Customer. If Customer breaches any other material obligation
of this Master Agreement and fails to cure such breach within thirty (30) days from the date it
receives from GridGain a written notice of the breach and a demand for cure, then GridGain may
thereafter terminate this Agreement and any Order Form. Notice of termination for any Order
Form shall not be construed to be notice of termination for any other Order Form.
9.3 Orderly Transfer. In the event that this Agreement is terminated pursuant to Section 9.1
or 9.2 above, then each Party will provide such information, cooperation and assistance to the
other Party, as may be reasonably requested, to assure an orderly return or transfer to each Party
or its designee of each Party's proprietary data (and related records and files) and materials, if
any, held by the other Party.
9.4 Termination of Licenses. Upon termination of this Agreement, all licenses granted
hereunder also terminate. Customer shall de-install and destroy the Software and certify to
GridGain that the requirements of this Section 9.4 have been met.
10. INDEMNITY
10.1 Indemnity. Subject to the terms of this Agreement, GridGain will defend Customer and
its directors, officers, employees and permitted assigns (collectively the "Customer Indemnitees")
against any third party claim brought against the Customer Indemnitees that the Software
infringes such third party's Intellectual Property Rights, and indemnify the Customer Indemnitees
from the resulting costs and damages awarded against the Customer Indemnitees to the third party
making such claim, by a court of competent jurisdiction or agreed to in settlement; provided that
(a) Customer promptly notifies GridGain of such claim, (b) GridGain shall have the sole control
of the defense and/or settlement thereof, and (c) Customer furnishes to GridGain, on request,
information available to Customer for such defense.
10.2 Exceptions. GridGain shall have no liability under this Section 10 if the alleged
infringement is based on: (a) the modification of the Software by anyone besides GridGain or its
authorized agents; (b) any use of the Software not in compliance with the Documentation; (c) any
combination, operation or use of the Software with programs or data not furnished by GridGain;
(d) the Customer's use of the Software after notice of the alleged or actual infringement from
GridGain or an appropriate authority; (e) any intellectual property right owned or licensed by
Customer, excluding the Software; (f) GridGain's compliance with any materials, designs,
specifications or instructions provided by Customer; (g) use of any older release of the Software
when use of a newer GridGain revision would have avoided the infringement; or (h) open source
software.
10.3 Mitigation of Damages. If any Software becomes, or (in GridGain's opinion) is likely to
become, the subject of any such third party claim, then GridGain (at its sole cost and expense)
may either: (a) procure the right for the Customer Indemnitees to continue using the Software as
contemplated hereunder; (b) modify the Software to render it non-infringing; or (c) replace the
Software with equally suitable, functionally equivalent, compatible, non-infringing Software. If
none of the foregoing are commercially practicable despite GridGain using all reasonable efforts
and if Customer is not permitted to continue using the Software, then Customer shall be entitled
to terminate the license for the infringing Software and receive a refund of the license fees paid
for the Software, for term licenses: prorated to the current year from the Effective Date not to
exceed three (3) years from the effective date of the applicable Order Form, and for perpetual 
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licenses: less straight-line depreciation based on a three (3) year useful life.
10.4 Limitation. THIS SECTION STATES CUSTOMER INDEMNITEES' SOLE AND
EXCLUSIVE REMEDY AND GRIDGAIN'S ENTIRE LIABILITY FOR INFRINGEMENT
CLAIMS.
11. LIMITATION OF LIABILITY
NOTWITHSTANDING ANY OTHER CLAUSE IN THIS AGREEMENT, IN NO EVENT
WILL GRIDGAIN BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE
OR CONSEQUENTIAL DAMAGES WHETHER IN AN ACTION BASED ON CONTRACT,
TORT OR ANY OTHER LEGAL THEORY, WHETHER OR NOT GRIDGAIN HAS BEEN
NOTIFIED OF THE POSSIBILITY THEREOF, AND IN NO EVENT WILL GRIDGAIN'S
TOTAL AGGREGATE LIABILITY FOR ANY DAMAGES ARISING FROM OR IN
CONNECTION WITH THIS AGREEMENT WHETHER IN ACTIONS BASED ON
CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT
GRIDGAIN HAS BEEN NOTIFIED OF THE POSSIBILITY THEREOF, EXCEED THE
AMOUNT PAID UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12)
MONTHS PRECEDING THE DATE OF THE CLAIM. THE FOREGOING LIMITATIONS,
EXCLUSIONS AND DISCLAIMERS ARE AN ALLOCATION OF THE RISK BETWEEN
THE PARTIES AND WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, EVEN IF ANY REMEDY FAILS IN ITS ESSENTIAL PURPOSE.
12. ASSIGNMENT
Customer may not assign this Agreement or any of its rights or interests hereunder, or
delegate any of its obligations hereunder, without the prior written consent of GridGain, which
shall not be unreasonably withheld. Any attempted assignment or delegation in contravention of
this Section shall be null and void, and of no force or effect. This Agreement shall be binding
upon, and shall inure to the benefit of, the legal successors and permitted assigns of the Parties.
13. NOTICES
Any notice, demand or other communication (collectively "notice") required or permitted
under this Agreement shall be made in writing and shall be deemed to have been duly given (i)
when delivered personally to the representative(s) designated to receive notices for the intended
recipient, or (ii) when mailed by certified mail (return receipt requested) or sent by overnight
courier to the representative(s) designated to receive notices for the intended recipient at the
address set forth on the applicable Order Form.
14. COMPLIANCE WITH LAW
14.1 General. Customer shall be solely responsible for applying for and obtaining any
approvals, authorizations, or validations necessary to effectuate the terms of this Agreement
under the laws of the appropriate national laws of each of the countries in the licensed territory.
14.2 Government Regulation. Customer acknowledges that the export and re-export of the
Software may be restricted to certain destinations and end users. Customer agrees that it will
comply in all respects with all applicable U.S. export regulations, rules and laws, including
without limitation, the Export Administration Regulations promulgated by the U.S. Department 
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of Commerce and codified at 15 C.F.R.730-774, the regulations pertaining to sanctions
programs and Specially Designated Nationals and Blocked Persons administered by the U.S.
Department of the Treasury, and all other similarly applicable rules, regulations and statutes
promulgated, administered or enforced by any U.S. government agency. Without limiting the
foregoing, Customer agrees that it will not export or re-export the Software to any destination or
end user without making or obtaining all necessary submissions, filings, export licenses or other
governmental permissions required under any applicable export regulation, rule or law. Customer
agrees to the foregoing and warrants that it is not located in, under the control of, or a national or
resident of any such prohibited country or on any such prohibited party list. The Software is
further restricted from being used for terrorist activity or for the design or development of
nuclear, chemical, or biological weapons or missile technology without the prior permission of
the U.S. government. The Software is deemed to be "commercial computer software" and
"commercial computer software documentation", respectively, pursuant to DFAR
Section 227.7202 and FAR Section 12.212(b), as applicable. Any use, modification,
reproduction, release, performing, displaying or disclosing of the Software by the U.S.
Government shall be governed solely by the terms of this Agreement. Customer will indemnify
GridGain from and against any liabilities, costs, fines, penalties and other expenses, including
reasonable attorney fees, incurred by GridGain as a result of Customer's breach of the foregoing
covenants.
14.3 Anti-Corruption Laws. Customer shall at all times comply with all applicable laws and
regulations in its performance under this Agreement, including without limitation the anticorruption
laws (including the United States Foreign Corrupt Practices Act). In its performance
of this Agreement, Customer shall not offer, pay, promise to pay or authorize the payment of
money or any other thing of value to any person with the corrupt intent to influence such person
in an effort to obtain or retain business.
14.4 Indemnity. Customer will indemnify GridGain from and against any liabilities, costs,
fines, penalties and other expenses, including reasonable attorney fees, incurred by GridGain as a
result of Customer's breach of the covenants in this Section 14.
15. CHOICE OF LAW AND JURISDICTION
This Agreement will be governed by and construed under the laws of the State of California
excluding choice of law principles, and in no event will this Agreement be governed by the
United Nations Convention on Contracts for the International Sale of Goods or the Uniform
Computer Information Transactions Act. In the event either party brings any action at law or in
equity against the other party relating to this Agreement, the venue for such action shall be with a
state court in San Mateo County or a federal court in the Northern District of California. To that
end, each Party irrevocably consents to the exclusive jurisdiction of, and venue in, such court(s),
and waives any, (a) objection it may have to any proceedings brought in any such court, (b) claim
that the proceedings have been brought in an inconvenient forum, and (c) right to object (with
respect to such proceedings) that such court does not have jurisdiction over such Party. Without
limiting the generality of the foregoing, Customer specifically and irrevocably consents to
personal and subject matter jurisdiction for such claims or disputes in the state court in San Mateo
County or a federal court in the Northern District of California and to the service of process in
connection with any such claim or dispute by the mailing thereof by registered or certified mail,
postage prepaid to Customer, at the address for notice set forth in, or designated pursuant to, this
Agreement.
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16. REMEDIES
16.1 Equitable Relief. GridGain and Customer each acknowledge that the failure to perform
their respective duties under Sections 3.5 or 8 may cause the other Party to suffer irreparable
injury for which such injured Party will not have an adequate remedy available at law.
Accordingly, the injured Party may seek to obtain injunctive or other equitable relief to prevent or
curtail any such breach, threatened or actual, without posting a bond or security and without
prejudice to such other rights as may be available under this Agreement or under applicable law.
For purposes of this Agreement, "equitable relief" means and includes those remedies
traditionally and historically granted by courts of equity, including without limitation, injunction,
attachment, declaratory relief, lis pendens, receivership and replevin.
16.2 Cumulative Remedies and Off Sets. Except as otherwise expressly provided in this
Agreement, all remedies in this Agreement are cumulative and in addition to (not in lieu of) any
other remedies available to a Party at law or in equity.
17. WAIVER
No course of dealing, failure by either Party to require the strict performance of any
obligation assumed by the other hereunder, or failure by either Party to exercise any right or
remedy to which it is entitled, shall constitute a waiver or cause a diminution of the obligations or
rights provided under this Agreement. No provision of this Agreement shall be deemed to have
been waived by any act or knowledge of either Party, but only by a written instrument signed by a
duly authorized representative of the Party to be bound thereby. Waiver by either Party of any
default shall not constitute a waiver of any other or subsequent default.
18. FORCE MAJEURE
A Party will be excused from a delay in performing, or a failure to perform, its
obligations under this Agreement to the extent such delay or failure is caused by the occurrence
of any major contingency beyond the reasonable control, and without any fault, of such Party,
other than the failure to meet financial obligations. In such event, the performance times shall be
extended for a period of time equivalent to the time lost because of the excusable delay. In order
to avail itself of the relief provided in this Section for an excusable delay, the Party must act with
due diligence to remedy the cause of, or to mitigate or overcome, such delay or failure.
19. CONSTRUCTION
19.1 Inconsistencies. In the event of any inconsistency between the provisions of this Master
Agreement and any Order Form, the provisions of the Order Form shall govern for purposes of
such Order Form. The provisions of this Master Agreement and the applicable Order Form shall
supersede the provisions of any shrink-wrap, clickwrap or other license provisions included with
the Software.
19.2 Modification. The terms, conditions, covenants and other provisions of this Agreement
may hereafter be modified, amended, supplemented or otherwise changed only by a written
instrument (excluding e-mail or similar electronic transmissions) that specifically purports to do
so and is physically executed by a duly authorized representative of each Party. Purchase orders
will be for the sole purpose of defining quantities, prices and describing the Software and
Services to be provided under this Agreement and to this extent only are incorporated as a part of
this Agreement and all other terms in purchase orders are rejected. 
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19.3 Severability. If a court of competent jurisdiction declares any provision of this
Agreement to be invalid, unlawful or unenforceable as drafted, the Parties intend that such
provision be amended and construed in a manner designed to effectuate the purposes of the
provision to the fullest extent permitted by law. If such provision cannot be so amended and
construed, it shall be severed, and the remaining provisions shall remain unimpaired and in full
force and effect to the fullest extent permitted by law.
19.4 Survival. The following provisions shall survive and continue to bind the Parties after
termination of this Agreement: Subsection 3.1, entitled "Proprietary Rights to Software";
Subsection 3.5, entitled "Restrictions"; Subsection 4.3, entitled "Ownership of Training Materials
and Deliverables"; Subsection 6.3, entitled "Disclaimer"; Section 8, entitled "Confidential
Information"; Subsection 9.4, entitled "Termination of Licenses"; Section 10, entitled
"Indemnity"; Section 11, entitled "Limitation of Liability"; Section 12, entitled "Assignment";
Section 14, entitled "Compliance with Law"; Section 15, entitled "Choice of Law and
Jurisdiction"; Section 16, entitled "Remedies"; and Subsection 19.4, entitled "Survival".
19.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be
deemed to be an original.
20. AUDIT RIGHTS
Customer shall keep, maintain and preserve full and accurate accounts and records of all
use of the Software, examination of which would enable GridGain to confirm Customer's
compliance with Section 3 (Scope of License) of this Agreement for the then current year and the
previous four years. At any time while this Master Agreement is in effect and for two years
thereafter, GridGain shall have the right to audit GridGain's records to confirm Customer's
compliance with Section 3 (Scope of License) of this Agreement. GridGain shall initiate such
audit by notifying Customer in writing of its intention to conduct an audit of Customer's records
("Audit Notice"), and Customer shall make the requested records available for inspection as soon
as reasonably practicable, which in no event shall exceed ten (10) business days from the date of
GridGain's Audit Notice. Audits may be performed not more than once each year during
Customer's regular business hours and the auditors shall complete such inspection as
expeditiously as possible. Customer shall provide to the auditors such supplementary information
and explanation reasonably necessary to explain fully the information contained in Customer's
books, records and accounts. The cost of the audits shall be paid by GridGain unless the audits
findings indicate material non-compliance by Customer with respect to Section 3, in which case
Customer shall pay all of the fees and costs associated with the audits, in addition to any further
Order Form or fees required to maintain compliance. GridGain shall treat audit results as
Confidential Information, as defined in Section 8.
21. COMPLETE UNDERSTANDING
This Agreement (together with the schedules, exhibits, and other appendices attached
hereto or specifically incorporated herein by reference) constitutes the complete understanding of
the Parties, and supersedes all prior or contemporaneous agreements, discussions, negotiations,
promises, proposals, representations, and understandings (whether written or oral) between the
Parties, with regard to the subject matter hereof.
22. DEFINITIONS
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22.1 Specific Words or Phrases. For purposes of this Agreement, each word or phrase listed
below shall have the meaning designated. Other words or phrases used in this Agreement may be
defined in the context in which they are used, and shall have the respective meaning there
designated.
"Affiliate" means and includes any entity that directly or indirectly controls, is controlled by, or
is under common control with Customer, where "control" means the ownership of, or the power
to vote, at least twenty percent (20%) of the voting stock, shares or interests of such entity. An
entity that otherwise qualifies under this definition will be included within the meaning of
"Affiliate" even though it qualifies after the execution of this Agreement.
"Agreement" means the terms of this Master Software License, Maintenance and Services
Agreement (sometimes referred to as "Master Agreement"), together with the appendices and
other exhibits attached hereto or incorporated herein by reference; and all Order Forms.
"Confidential Information" means and refers to the Software, Documentation, and all other
materials or information furnished by the Disclosing Party to the Receiving Party that is expressly
identified or marked by the Disclosing Party as "confidential" at the time of delivery or which by
its nature is normally and reasonably considered confidential, such as information related to past,
present or future research, development or business affairs, any proprietary products, materials or
methodologies, or any other information which provides the Disclosing Party with a competitive
advantage.
"Consulting Services" means the consulting services provided by GridGain as set forth in an
applicable Order Form.
"Core" means an individual processor and associated cache memory that is capable of executing
a single software code thread at a time.
"Documentation" means all technical manuals and end user documentation that are normally
supplied by GridGain to its commercial customers with the Software, as may be updated from
time to time by GridGain.
"Intellectual Property Rights" means all trade secrets, patents and patent applications,
trademarks (whether registered or unregistered and including any goodwill acquired in such trade
marks), service marks, trade names, business names, internet domain names, e-mail address
names, copyrights (including rights in computer software), moral rights, database rights, design
rights, rights in know-how, rights in confidential information, rights in inventions (whether
patentable or not) and all other intellectual property and proprietary rights (whether registered or
unregistered, and any application for the foregoing), and all other equivalent or similar rights
which may subsist anywhere in the world.
"License" means a license to use the Software granted pursuant to the terms and conditions of
this Agreement and an Order Form.
"Maintenance Services" consists of the support and maintenance services to be provided by
GridGain in connection with the License.
"Order Form" means a transactional document executed by GridGain and Customer
incorporating this Master Agreement which identifies the Software, term of License, Maintenance
Services and Professional Services to be provided by GridGain. A Statement of Work entered 
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into by the parties incorporating this Master Agreement shall also constitute an Order Form
hereunder.
"Party" means either the "GridGain" or "Customer", individually as the context so requires; and
"Parties" means the "GridGain" and "Customer", collectively.
"Personnel" means and includes a Party's directors, officers, employees, agents, auditors,
consultants and subcontractors.
"Professional Services" means the Training Services, Installation Services and Consulting
Services as set forth in an applicable Order Form.
"Server" is a single computer that includes up to 16 GB RAM and 4 Cores. If a machine includes
server blades or virtual servers, each such server blade or virtual server is considered a separate
Server.
"Services" means collectively the Maintenance Services and Professional Services as set forth in
an applicable Order Form.
"Software" means the object code form of the computer programs made available to Customer by
GridGain under the Order Form, including any Updates thereto made generally available by
GridGain to its Customers who receive Maintenance Services, together with the related
Documentation. Unless specifically stated in writing by GridGain, customizations shall not be
considered to be part of the Software.
"Specifications" means and includes: (i) the Documentation; and (ii) any additional description
of the functional, technical, design and performance characteristics of the Software contained in
an Order Form.
"Subscription" means a subscription consisting of a License to the Software identified in the
Order Form and Maintenance Services as set forth in the Order Form.
"Update" means a Major Version, Minor Version or Maintenance Version of the Software made
available by GridGain as part of the Software licensed under this Agreement. "Major Version"
means a later version of the Software identified by a change in the digit to the left of the left-most
decimal point (X.x.x); "Minor Version" means a later version of the Software identified by a
change in the middle number in between the two decimal points (x.X.x); and "Maintenance
Version" means a later version of the Software identified by a change in the digit to the right of
the right-most decimal point (x.x.X).
22.2 Common Words. The following words shall be interpreted as designated: (i) "or"
connotes any combination of all or any of the items listed; (ii) where "including" is used to refer
to an example or begins a list of items, such example or items shall not be exclusive; and, (iii)
"specified" requires that an express statement is contained in the relevant document.