Zend Technologies Ltd.



End-User License Agreement



This End-User License Agreement (this "Agreement") is a legal contract between

you, as either an individual or a single business entity, and Zend Technologies

Ltd. and its affiliates ("Zend").



READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING OR

INSTALLING ZEND'S PROPRIETARY SOFTWARE (THE "SOFTWARE") OR OBTAINING A LICENSE

KEY TO THE SOFTWARE OR USING THE SOFTWARE. THE SOFTWARE IS FURTHER DEFINED IN

AN ORDER DOCUMENT (AN "ORDER"), ENTERED INTO BETWEEN YOU AND ZEND OR YOU AND A

ZEND RESELLER, WHICH SETS FORTH COMMERCIAL TERMS APPLICABLE TO YOUR PURCHASE OF

THE SOFTWARE. THE SOFTWARE IS COPYRIGHTED AND IT IS LICENSED TO YOU UNDER THIS

AGREEMENT AND IS NOT SOLD TO YOU. BY DOWNLOADING, INSTALLING OR USING THE

SOFTWARE OR OBTAINING A LICENSE KEY TO THE SOFTWARE, OR BY ENTERING INTO AN

ORDER WHICH REFERENCES AND PROVIDES SOURCE INFORMATION NECESSARY FOR ACCESSING

AND REVIEWING THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS

AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU ACCEPT AND AGREE TO BE BOUND BY

ITS TERMS. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS AGREEMENT,

YOU SHOULD TERMINATE THE DOWNLOAD OR INSTALLATION PROCESS, AND REFRAIN FROM

ACCESSING OR USING THE SOFTWARE. THIS AGREEMENT, INCLUDING ANY ORDERS,

REPRESENTS THE ENTIRE AGREEMENT BETWEEN YOU AND ZEND CONCERNING THE SOFTWARE,

AND THIS AGREEMENT SUPERSEDES AND REPLACES ANY PRIOR PROPOSAL, REPRESENTATION,

OR UNDERSTANDING YOU MAY HAVE HAD WITH ZEND RELATING TO THE SOFTWARE UNLESS YOU

HAVE ENTERED INTO A SEPARATE WRITTEN AGREEMENT SIGNED BY ZEND THAT EXPRESSLY

AMENDS THIS AGREEMENT.



1. License



1.1. Grant of License



Zend hereby grants to you, and you accept, a limited, nonexclusive,

non-transferable license to use the Software in machine-readable, object code

form only, and the user manuals accompanying the Software (the

"Documentation"), only as authorized in this Agreement, and subject to

compliance with the terms of this Agreement, and payment of all applicable

license fees. For purposes of this Agreement, the "Software" includes any

updates, enhancements, modifications, revisions, or additions to the Software

made available to you by Zend. Notwithstanding the foregoing, Zend shall be

under no obligation to provide any updates, enhancements, modifications,

revisions, or additions to the Software. The term of your license is as set

forth in the Order. If the Order does not state a term, then the term of the

license shall be for a period of one (1) year from the earlier of your download

or installation of the Software. The term of your license is renewable on terms

set forth in the Order or otherwise as agreed by Zend.



1.2. Scope of Use



You may use the Software activated by a license key for the number of computers

(virtual or physical) owned, leased, or otherwise controlled by you, at rates

specified for metered usage or for the number of users, as specified in an

Order. An Order may also specify other applicable license scope definitions.

For purposes of this Agreement, "use" of the Software means loading the

Software into the temporary or permanent memory of a computer and executing the

Software. If you distribute the Software to multiple computers or users, you

must ensure that your usage does not exceed the usage for which you have paid

license fees, or you will be in breach of this Agreement unless the order is

for meter use. If the Order does not state a scope of license, then the scope

of license for the Software shall be for a single user on a single computer or

shall be metered at the applicable rate.



1.3. Restrictions, Copies and Modifications



You may not reverse engineer, decompile, disassemble, or otherwise translate

the Software or any license keys you have obtained. You may not modify or adapt

the Software or any license keys that you have obtained in any way. You may

make one copy of the Software, the Documentation, and any license keys that you

have obtained, solely for backup or archival purposes. Any such copies of the

Software, Documentation, or license keys shall include any copyright or other

proprietary notices that were included on such materials when you first

received them. Except as authorized in this Section, no copies of the Software,

Documentation, or license keys, or any portions thereof, may be made or

distributed by you or any person under your authority or control. You may not

allow third party use of the Software or use of the Software as a service

bureau.



1.4. Assignment of Rights



You will not sublicense, lease, rent, or lend your rights in the Software,

Documentation, or license keys, as granted by this Agreement, to any party

without prior written consent of Zend.



1.5. Product Specific Special Terms



The provisions of this Section are applicable to the specific product mentioned

and are exceptions to other provisions of this Agreement, and serve to modify

such provisions only to the extent such provisions relate to these products.



Zend Server - There are multiple editions of Zend Server, each with different

functionality and Service Level Agreements (SLA). Notwithstanding anything to

the contrary set forth in this Agreement, you are permitted to duplicate and

distribute the Zend Server product, on a standalone basis or combined with

other products, provided (i) you do not make any modifications to Zend Server

and distribute the entire Zend Server product, (ii) you do not modify or remove

any proprietary rights notices or markings, or remove or modify this Agreement

as included in any such distribution, (iii) you clearly indicate that Zend

Server is included in your distribution, (iv) you do not use Zend's name, logos

or trademarks or the name, logos and trademarks of any included third party

software in any way that might state or imply Zend's or a third party's

endorsement of your product, and (v) you do not transfer with any such copy any

license keys for Zend Server. You are not allowed to operate Zend Server

without a valid license.



Zend Server Developer Edition - Zend Server Developer Edition is limited to use

in Development and may not be used in Production.



Zend Studio - Zend Studio is not available for you to distribute. If the

license key for Zend Studio expires and is not renewed for a subscription or

limited term license, Zend Studio will continue to operate with only reduced

functionality. This reduced functionality version is licensed on a perpetual

basis, without charge, subject to compliance with the terms of this Agreement.



Zend Guard - Zend Guard is not available for you to distribute. However, you

may distribute Zend Optimizer and Zend Guard Loader (the runtime c components

for encoded files) to your end customers, provided that your end user customers

enter into an end user agreement that contains at a minimum the following

provisions covering the Zend embedded components: (i) prohibits reverse

compilation and/or reverse assembly, (ii) disclaims all warranties, and (iii)

disclaims liability for any indirect, incidental or consequential damages.



2. Intellectual Property Protection and Confidentiality



2.1. Use Reporting, License Violations and Remedies



Zend reserves the right to gather data on license key usage including license

key numbers, server IP addresses, domain counts and other information deemed