ZeroC End User License Agreement - Ice for AWS Version: 1.0 By clicking on the [Accept terms] button or a button with a similar designation that demonstrates acceptance of this Agreement, or by using the Ice software provided by ZeroC through the AWS Marketplace, you ("Licensee") expressly accepts and agrees to the terms and conditions of this Agreement. If you accept this Agreement on behalf of an entity such as your employer, you represent that you have the authority to bind this entity, and all uses of Licensee below shall designate this entity instead of yourself. 1.0 Scope This License applies to the Ice software ("Software") Licensee is licensing from ZeroC, Inc. ("ZeroC") for use on AWS EC2 instances. 2.0 License Grant 2.1 Subject to the terms and conditions of this Agreement, ZeroC hereby grants Licensee a limited, non-exclusive, non-transferable right and license to use the Software on AWS EC2 instances. 2.2 Licensee shall not use the Software to communicate with any computer program that uses ZeroC software licensed under an open-source license such as the GNU General Public License. 2.3 The license rights granted hereunder by ZeroC to Licensee and the term Software as used herein include the right to use and incorporate Berkeley DB Transactional Store from Oracle Corporation ("DB") to the same extent as provided for the Software in Section 2.1 hereof, provided that Licensee shall only have the right to (a) use DB through the programming interfaces of the components of the Software that use DB, (b) use DB in order to provide data management services essential to such components of the Software that use DB, and (c) use such versions of DB that are specified by ZeroC for use with the Software. 3.0 License Fees and Taxes 3.1 Licensee shall pay license fees for the license granted herein to ZeroC through AWS. 3.2 Licensee shall be responsible for and pay all sales, use and similar taxes arising in connection with this Agreement or the license of the Software, whether or not these taxes are collected by AWS, except for taxes based on ZeroC's net income. 4.0 Intellectual Property ZeroC and its licensors own, and shall at all times continue to own, the entire right, title and interest in and to the Software. 5.0 Warranties ZeroC warrants that it has the right to grant the licenses herein; however, ZeroC makes no additional warranties, express or implied, with respect to the Software, as the Software is provided on an "AS-IS" basis. In addition, there is no warranty that the Software will be free of bugs. THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY EXCLUDED. 6.0 Limitation of Liability Except for willful misconduct, gross negligence, non-payment, or misappropriation or infringement of intellectual property, in no event, whether for breach of warranty or contract, tort (including negligence) or otherwise, shall either party's liability hereunder exceed an amount equal to the payments made by Licensee to ZeroC hereunder. Except for willful misconduct, gross negligence, or misappropriation or infringement of intellectual property, in no event shall either party have any liability for indirect, special, incidental or consequential damages. 7.0 Termination The license granted in Section 2.0 is effective until cancelled or terminated and will automatically terminate if Licensee fails to comply with any of the terms and conditions of this Agreement. Upon termination, Licensee shall destroy all AWS EC2 instances with the Software or any portion thereof. 8.0 Miscellaneous 8.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. 8.2 Licensee acknowledges that the Software is of U.S.-origin and therefore subject to U.S. export controls and sanctions, including the Export Administration Regulations (15 C.F.R. Parts 730-774), even if Licensee is not located in the U.S. or a U.S. person. Licensee acknowledges that it may not export the Software, directly or indirectly without a license, license exception or other authorization granted by the U.S. Department of Commerce's Bureau of Industry and Security. Licensee agrees not to directly or indirectly provide or otherwise make available the Software for the design, development, manufacture, production, stockpiling, or use of (a) nuclear explosive devices, (b) chemical or biological weapons, or (c) missiles in or by any country or destination, worldwide. In addition, Licensee acknowledges that the Software may not be distributed or exported, directly or indirectly, (i) into any country listed in Country Group E of Supplement No.1 to Part 740 of the Export Administration Regulations, or (ii) to any person or entity designated on any of the designated terrorist organizations lists and other prohibited persons lists published by the U.S. Government. 8.3 Licensee agrees not to, directly or indirectly, configure, adapt, modify, use or provide the Software for military purposes. 8.4 The headings contained in this Agreement have been inserted for convenience of reference only and are to be ignored in any construction or interpretation of the provisions hereof.