End User License Agreement for WombatOAM and Megaload

SOFTWARE LICENSE AGREEMENT

End User License Agreement (EULA) for WombatOAM and Megaload

This Agreement is a binding agreement for Erlang Solutions Limited software licenses
between you ("Licensee") and the local Erlang Solutions entity to which you have submitted
an order for the applicable products and services ("ESL") and is governed by terms and
conditions set forth below. All components are integral to this agreement and Licensee
consents to the terms and conditions, including without limitation terms and conditions
relating to license grant, intellectual property rights, disclaimers /exclusions / limitations of
warranty, indemnity and liability, governing law and limitation periods. All components
collectively are referred to herein as the "Agreement." Licensee acknowledges it has had the
opportunity to review the Agreement, prior to acceptance of this Agreement. Licensee's
acceptance of this Agreement is evidenced by Licensee's access to and/or use of the ESL
Software via the WSA. If you are acting on behalf of a company, you represent that you are
authorized to bind the company. ESL recommends Licensee prints copies of the Agreement
for Licensee's own records.

If you choose not to agree to these terms, do not access and/or use the ESL Software.

1. DEFINITIONS. 

1.1 " Confidential Information" means, with respect to ESL, all information which ESL
protects against unrestricted disclosure to others, including but not limited to: (a) the Software
and Documentation and other ESL Materials, including without limitation the following
information regarding the Software: (i) computer software (object and source codes),
programming techniques and programming concepts, methods of processing, system designs
embodied in the Software; (ii) benchmark results, manuals, program listings, data structures,
flow charts, logic diagrams, functional specifications, file formats; and (iii) discoveries,
inventions, concepts, designs, flow charts, documentation, product specifications, application
program interface specifications, techniques and processes relating to the Software; (b) the
research and development or investigations of ESL; (c) product offerings, content partners,
product pricing, product availability, technical drawings, algorithms, processes, ideas,
techniques, formulas, data, schematics, trade secrets, know-how, improvements, marketing
plans, forecasts and strategies; and (d) any information about or concerning any third party
(which information was provided to ESL subject to an applicable confidentiality obligation to
such third party). 

1.2 "Documentation" means ESL's documentation which is delivered or made available to
Licensee with the Software under this Agreement.
1.3 " Intellectual Property Rights" means patents of any type, design rights, utility models
or other similar invention rights, copyrights, mask work rights, trade secret or confidentiality
rights, trademarks, trade names and service marks and any other intangible property rights,
including applications and registrations for any of the foregoing, in any country, arising under
statutory or common law or by contract and whether or not perfected, now existing or
hereafter filed, issued, or acquired.

1.4 "ESL Materials " means any software, programs, tools, systems, data or other
materials made available by ESL to Licensee in the course of the performance under this
Agreement including, but not limited to, the Software and Documentation, as well as any
information, materials or feedback provided by Licensee to ESL relating to the Software and
Documentation. 

1.5 "Software " means (i) any and all software products licensed to Licensee under this
Agreement, all as developed by or for ESL, Erlang Solutions, Inc. and/or any of their affiliated
companies and delivered to Licensee hereunder; (ii) any new releases thereof or
modifications thereto made available pursuant to any support agreement or otherwise; and
(iii) any complete or partial copies of any of the foregoing.

1.6 "Territory " means the country in which the WSA Provider is located subject to
applicable export control laws.

1.7 "Use " means to activate the processing capabilities of the Software, load, execute,
access, employ the Software, or display information resulting from such capabilities.

1.8 ""Web Services Account" or "WSA" "shall mean a cloud based account Licensee
maintains at one of the ESL authorized cloud computing platform web hosting service
providers which host the ESL Software Licensee accesses and uses under this Agreement.

1.8 ""WSA Provider" "means the entity providing the WSA. 
2. LICENSE GRANT. 
2.1 License. 
2.1.1 The applicable product specific use terms for Software licensed hereunder ("Use
Terms") is attached hereto as Schedule 1 and made a part hereof. 
2.1.2 Subject to Licensee's compliance with all the terms and conditions of this Agreement
and all terms and conditions of agreements with third parties for the Service (as defined
below) including without limitation WSA Provider, ESL grants to Licensee a non-exclusive
access based license to Use the Software, Documentation, and other ESL Materials solely as
provided by ESL through the WSA Provider ("Service") within the Territory to run Licensee's
internal business operations and to provide internal training and testing for such internal
business operations, unless terminated in accordance with Section 5. Licensee is responsible
for its connection to and use of the Service. ESL is not responsible for any aspect of the
Service, including without limitation its availability. Licensee shall indemnify, defend and
hold harmless ESL and its licensors for any claim arising from Licensee's use of the
Service: (i) in breach of this Agreement or any agreement with WSA PROVIDER or (ii) in
breach or infringement of third party rights. This license does not permit Licensee to: (i)
use the ESL Materials to provide services to any third parties (e.g., business process
outsourcing, service bureau applications or third party training); (ii) lease, loan, resell,
sublicense or otherwise distribute the ESL Materials; (iii) distribute or publish keycode(s); (iv)
make any Use of or perform any acts with respect to the ESL Materials other than as
expressly permitted in accordance with the terms of this Agreement; (v) use Software
components other than those specifically identified as being made available via the Service,
even if it is also technically possible for Licensee to access other Software components or (vi)
obtain physical copies of the Software, Documentation or ESL Materials.

2.1.3 Licensee agrees to access and/or Use the Software only via the Service. Licensee
must hold the required licenses as stated in the Use Terms for any individuals that Use the
Software. Use may occur by way of an interface delivered with or as a part of the Software, a
Licensee or third-party interface, or another intermediary system. Licensee shall be
responsible for entering its data into the Service, and Licensee shall be responsible for the
maintenance of the data supplied by it. Licensee hereby represents and warrants to ESL that
the data is free of all viruses, Trojan horses, and comparable elements which could harm the
systems or software used to provide the Service, including without limitation the Software.
Licensee agrees that it has collected and shall maintain and handle all such data in
compliance with all applicable data privacy and protection laws, rules and regulations.

4 FEES.

4.1 Licensee shall pay to WSA PROVIDER (or to such entity designated by WSA
PROVIDER or ESL) license fees for the Software on the terms specified by ESL for Use of
the Software via the Service.

5. TERM. 

5.1. Term. This Agreement and the license granted hereunder shall become effective as
of the effective date of agreement between Licensee and WSA PROVIDER for the Services.
It shall continue in effect thereafter until termination of the Service agreement between
Licensee and WSA PROVIDER. Licensee shall cease Use of the Software via the Service
after such termination. In case of a breach of the terms of this EULA by Licensee, ESL may
terminate this Agreement with immediate effect and inform WSA PROVIDER that Licensee is
not licensed to access and/or Use the Software via the Service. For the avoidance of any
doubt, termination of the Agreement shall strictly apply to all licenses under the Agreement, its
appendices, schedules, addenda and order documents and any partial termination of the
Agreement by Licensee shall not be permitted in respect of any part of the Agreement, its
appendices, schedules, addenda, order documents.
 
5.2 End of Term Duties . Upon any termination hereunder, Licensee shall immediately
cease Use of all ESL Materials and Confidential Information, and shall irretrievably destroy all
copies of the ESL Materials and Confidential Information in every form. Sections 3, 4, 5.2, 6,
7, 8, 9, 11.4, 11.5 and 11.7 shall survive such termination. In the event of any termination
hereunder, Licensee shall not be entitled to any refund of any payments made by Licensee.
Termination shall not relieve Licensee from its obligation to pay fees that remain unpaid. 

6. INTELLECTUAL PROPERTY RIGHTS. 

6.1 Reservation of Rights. The ESL Materials, and all Intellectual Property Rights
embodied in the foregoing, shall be the sole and exclusive property of Erlang Solutions
Limited or those of its its affiliate to whom it has licensed any such Intellectual Property
Rights, subject to any rights expressly granted to Licensee in Section 2 and 6.3 herein.
Licensee is not permitted to modify or otherwise make derivative works of the Software. Any
such unauthorized works developed by Licensee, and any Intellectual Property Rights
embodied therein, shall be the sole and exclusive property of Erlang Solutions Limited. 

6.2 Protection of Rights. Licensee shall not copy, translate, disassemble, or decompile,
nor create or attempt to create the source code from the object code of the Software in any
manner. Reverse engineering of the Software and other ESL Materials is prohibited. Licensee
is permitted to back up data from the Service in accordance with good information technology
practice and for this purpose to create the necessary backup copies of the Software.
Licensee may not back up the ESL Materials except to an account on the Service. Licensee
must not change or remove ESL's copyright and authorship notices. All rights not expressly
granted to Licensee in this Agreement are reserved by ESL and its licensors. 

7. DISCLAIMER OF WARRANTY; NO SUPPORT. 

7.1 Disclaimer of Warranty . THE SOFTWARE, ANY APPLICABLE DOCUMENTATION
AND ESL MATERIALS ARE LICENSED TO LICENSEE "AS IS", WITHOUT ANY
WARRANTY, SUPPORT, ESCROW, TRAINING, OR SERVICE OBLIGATIONS
WHATSOEVER ON THE PART OF ESL. ESL MAKES NO EXPRESS OR IMPLIED
WARRANTIES OF ANY TYPE WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE AND NON-INFRINGEMENT.LICENSEE ASSUMES ALL RISKS ASSOCIATED
WITH ITS USE OF THE SOFTWARE, DOCUMENTATION AND ESL MATERIALS,
INCLUDING WITHOUT LIMITATION RISKS RELATING TO QUALITY, PERFORMANCE,
DATA LOSS, AND UTILITY. !!7.2 No Support. ESL does not offer support for the Software unless specifically stated
in the Use Terms. ESL has no obligation to provide any particular service level or support
services. 

8. LIMITATIONS OF LIABILITY. 

8.1 Not Responsible. ESL and its licensors will not be responsible under this
Agreement: (i) if the Software is not used in accordance with the Documentation or in breach
of this Agreement; or (ii) if the defect or liability is caused by Licensee, the Service, or thirdparty
software or service. ESL AND ITS LICENSORS SHALL NOT BE LIABLE FOR ANY
CLAIMS OR DAMAGES ARISING FROM INHERENTLY DANGEROUS USE OF THE
SOFTWARE AND/OR THIRD-PARTY SOFTWARE LICENSED HEREUNDER. 

8.2 Exclusion of Damages; Limitation of Liability. IN NO EVENT SHALL ESL OR ITS
LICENSORS BE LIABLE TO LICENSEE OR TO ANY THIRD PARTY FOR ANY DAMAGES
ARISING IN CONNECTION WITH THE SOFTWARE, DOCUMENTATION, ESL MATERIALS,
OR SERVICES RELATED THERETO. THIS DISCLAIMER OF LIABILITY SHALL APPLY
REGARDLESS OF THE FORM OF ACTION THAT MAY BE BROUGHT AGAINST ESL OR
ITS LICENSORS, WHETHER IN CONTRACT OR TORT, INCLUDING WITHOUT
LIMITATION ANY ACTION FOR NEGLIGENCE.LICENSEE'S SOLE REMEDY IN THE
EVENT OF BREACH SHALL BE CESSATION OF USE AND/OR ACCESS TO THE
SOFTWARE, DOCUMENTATION AND ESL MATERIALS VIA THE SERVICE. ANYTHING TO
THE CONTRARY HEREIN NOT WITHSTANDING, UNDER NO CIRCUMSTANCES AND
REGARDLESS OF THE NATURE OF ANY CLAIM SHALL ESL OR ITS LICENSORS BE
LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY IN ANY AMOUNT FOR
SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, LOSS OF
GOODWILL OR BUSINESS PROFITS, WORK STOPPAGE, DATA LOSS, COMPUTER
FAILURE OR MALFUNCTION, ATTORNEYS' FEES, COURT COSTS, INTEREST OR
EXEMPLARY OR PUNITIVE DAMAGES. The provisions of this Agreement allocate the risks
between ESL and Licensee. The license fees reflect this allocation of risk and the limitations
of liability herein. 

9. CONFIDENTIALITY. 

9.1. Use of Confidential Information. Licensee shall not reproduce ESL Confidential
Information in any form except as required to accomplish the intent of this Agreement. Any
reproduction of any ESL Confidential Information by Licensee shall remain the property of
ESL and shall contain any and all confidential or proprietary notices or legends which appear
on the original. With respect to the Confidential Information Licensee : (a) shall take all
Reasonable Steps (defined below) to keep all ESL Confidential Information strictly
confidential; and (b) shall not disclose any ESL Confidential Information of the other to any
person other than its bona fide individuals whose access is necessary to enable it to exercise
its rights hereunder. As used herein "Reasonable Steps" means those steps Licensee takes
to protect its own similar proprietary and confidential information, which shall not be less than
a reasonable standard of care. ESL Confidential Information disclosed prior to execution of
this Agreement shall be subject to the protections afforded hereunder. 

9.2 Exceptions. The above restrictions on the use or disclosure of the ESL Confidential
Information shall not apply to any Confidential Information that: (a) is independently
developed by Licensee without reference to the ESL's Confidential Information, or is lawfully
received free of restriction from a third party having the right to furnish such Confidential
information; (b) has become generally available to the public without breach of this
Agreement by Licensee; (c) at the time of disclosure, was known to Licensee free of
restriction; or (d) ESL agrees in writing is free of such restrictions. 

9.3 Confidential Terms and Conditions; Publicity . Publicity. Neither party shall use the
name of the other party in publicity, advertising, or similar activity, without the prior written
consent of the other, except that Licensee agrees that ESL may use Licensee's name in
customer listings or, at times mutually agreeable to the parties, as part of ESL's marketing
efforts (including, without limitation, reference calls and stories and press testimonials). 

10. ASSIGNMENT . Licensee may not, without ESL's prior written consent, assign,
delegate, pledge, or otherwise transfer this Agreement, or any of its rights or obligations
under this Agreement, or the ESL Materials or ESL Confidential Information, to any party,
whether voluntarily or by operation of law, including by way of sale of assets, merger or
consolidation. ESL may assign this Agreement to any of its affiliates. !
11. GENERAL PROVISIONS. 

11.1 Severability. It is the intent of the parties that in case any one or more of the
provisions contained in this Agreement shall be held to be invalid or unenforceable in any
respect, such invalidity or unenforceability shall not affect the other provisions of this
Agreement, and this Agreement shall be construed as if such invalid or unenforceable
provision had never been contained herein. !
11.2 No Waiver. If either party should waive any breach of any provision of this

Agreement, it shall not thereby be deemed to have waived any preceding or succeeding
breach of the same or any other provision hereof. !
11.3 Regulatory Matters. The Software, Documentation and ESL Materials are subject
to the export control laws of various countries, including without limit the laws of the United
States, England and Wales. Licensee agrees that it will not submit the Software,
Documentation or other ESL Materials to any government agency for licensing consideration
or other regulatory approval without the prior written consent of ESL, and will not export the
Software, Documentation and ESL Materials to countries, persons or entities prohibited by
such laws. Licensee shall also be responsible for complying with all applicable governmental
regulations of the country where Licensee is registered, and any foreign countries with
respect to the use of the Software, Documentation or other ESL Materials by Licensee and/or
its affiliates. 

11.4 Governing Law; Limitations Period. This Agreement and any claims arising out of
or relating to this Agreement and its subject matter shall be governed by and construed under
the laws of England & Wales without reference to its conflicts of law principles. In the event of
any conflicts between foreign law, rules, and regulations, and English law, rules, and
regulations, English law, rules, and regulations shall prevail and govern. The United Nations
Convention on Contracts for the International Sale of Goods shall not apply to this
Agreement. The Uniform Computer Information Transactions Act as enacted shall not apply.
Licensee must initiate a cause of action for any claim(s) arising out of or relating to this
Agreement and its subject matter within one (1) year from the date when Licensee knew, or
should have known after reasonable investigation, of the facts giving rise to the claim(s). 

11.5 Notices. All notices or reports which are required or may be given pursuant to this
Agreement shall be in writing and shall be deemed duly given when delivered to the
respective executive offices of Erlang Solutions Limited and Licensee at the addresses first
set forth in any Software Order Form. Where in this section 11.5 or elsewhere in this
Agreement written form is required, that requirement can be met by facsimile transmission,
exchange of letters or other written form. ESL may provide notice to Licensee via the Service
(including any website established for the Service). 

11.6 Force Majeure. Any delay or nonperformance of any provision of this Agreement
(other than for the payment of amounts due hereunder) caused by conditions beyond the
reasonable control of the performing party shall not constitute a breach of this Agreement,
and the time for performance of such provision, if any, shall be deemed to be extended for a
period equal to the duration of the conditions preventing performance. 

11.7 Entire Agreement. This Agreement constitutes the complete and exclusive
statement of the agreement between ESL and Licensee, and all previous representations,
discussions, and writings are merged in, and superseded by this Agreement and the parties
disclaim any reliance on any such representations, discussions and writings. This Agreement
may be modified only by a writing signed by both parties, except ESL may update Use Terms
for Software by posting notice of such updates to the Service (including any website
established for the Service) and Licensee's Use of the Software after posting of such notice is
acceptance in full of such Use Terms update. This Agreement shall prevail over any
additional, conflicting, or inconsistent terms and conditions which may appear on any
purchase order or other document furnished by Licensee to ESL. This Agreement shall
prevail over any additional, conflicting or inconsistent terms and conditions which may appear
in any clickwrap end user agreement included in the Software. Signatures sent by electronic
means (facsimile or scanned and sent via e-mail) shall be deemed original signatures. The
following order of precedence shall be applied in the event of conflict or inconsistency
between provisions of the components of this Agreement: (i) Schedule 1; then (ii) the general
terms and conditions contained in the main body of this Agreement. 


Schedule 1 -- Use Terms - WombatOAM and Megaload on WSA Provider

1. WombatOAM and Megaload shall mean the most current versions of ESL

WombatOAM and Megaload software. 

2. Use and/or access to WombatOAM and Megaload on WSA Provider is limited as
follows: 

2.1 WombatOAM and Megaload on WSA Provider currently include a runtime license of
WombatOAM and Megaload. Such runtime components shall be limited solely to Use on
WSA Provider. 

2.2 Use of the WombatOAM on WSA Provider instance must conform to the
WombatOAM Sizing Guide at the end of this Schedule 1. If Licensee requires WombatOAM
to perform outside the parameters set out in the sizing guide this is available from ESL
directly on ESL's usual commercial terms. 

2.3 Licensee is limited to a single instance of WombatOAM on WSA Provider under this
Agreement, and cannot link or combine multiple instances under separate Agreements. 

2.4 WombatOAM and Megaload on WSA Provider may be used with any number of Data
Sources. As used herein, "Data Source" is defined as any software product(s) and/or
database instance(s) for which Licensee has secured an appropriate license and such use is
subject to the applicable license. Subject to section 2.5, Licensee can use any data transfer
tool to load data into WombatOAM and Megaload on WSA Provider. ESL is not liable for any
unauthorized use of such tools, the performance of such tools, or actions undertaken by
Licensee that are not in compliance with Licensee's database or application licenses. 

2.5 Licensee's use of WombatOAM and Megaload on WSA Provider is limited to the
following: (i) data is exported directly out of the licensed WombatOAM and Megaload on WSA
Provider into Non-ESL Applications in an asynchronous, non-realtime manner and (ii) the use
of such exported data in such Non-ESL Applications does not result in any updates to and/or
trigger any processing capabilities of any ESL software or ESL licensed third party software.
As used herein Non-ESL Applications is defined as any software and/or applications, other
than software or third party software distributed by ESL, for which Licensee has secured an
appropriate license from an entity other than Erlang Solutions Limited and/or any of its
subsidiaries and/or distributors. 

2.7 Licensee shall not perform any of the following with regard to WombatOAM and
Megaload on WSA Provider, or any component thereof (including without limitation the
WombatOAM and Megaload runtime license and WombatOAM and Megaload AMIs):
sublicense, sell, assign, or otherwise transfer rights; download or deploy outside of WSA
Provider; connect to, or test with, any software licensed from ESL; create additional WSA
instances; copy (other than using ESL supplied backup/restore tools), reproduce, reverse
engineer, re-engineer, modify or otherwise extend, change, or prepare derivative works
thereof; make public any performance test results comparing WombatOAM and Megaload on
WSA Provider with other similar software, or across other hardware platforms. Licensee shall
use ESL authorized methods to backup and restore the user data. 

2.8 Licensee may use WombatOAM and Megaload on WSA Provider for the purposes of
monitoring and testing Licensee's systems and software Licensee agrees that its Use of
WombatOAM and Megaload on WSA Provider will not: (i)unreasonably impair, degrade or
reduce the performance or security of any ESL software applications, services, or related
technology; (ii) enable the bypassing or circumventing of any ESL license restrictions and/or
provide any third party with access to WombatOAM and Megaload on WSA Provider or other
ESL products to which such third party is not licensed or otherwise entitled; (iii) render public
or provide to any unauthorized third party , without prior written consent from ESL, any nonpublic
information concerning ESL software license terms, or any other non-public information
related to ESL products; or (iv) permit mass data extraction from an ESL product to a non-
ESL product, including use, modification, saving or other processing of such data in the non-
ESL product. Subject to ESL's ownership of WombatOAM and Megaload on WSA Provider,
as well as any other ESL software and ESL Materials, the ownership of any content Licensee
develops under this Agreement shall vest in Licensee. Licensee shall not commercialize,
market, distribute, license, sublicense, transfer, assign or otherwise alienate any such content
unless otherwise agreed to in writing by ESL. For information on commercializing an
application using WombatOAM and Megaload on WSA Provider, please send an email to
legal@erlang-solutions.com. Ownership of and title in WombatOAM and Megaload on WSA
Provider, other ESL software, ESL Materials and to all intellectual property rights in any ESL
proprietary information embodied therein are and shall remain in ESL and its licensors.
Licensee acquires only the right to use WombatOAM and Megaload on WSA Provider for the
purposes expressly permitted hereunder. Nothing in this Agreement shall in any way convey
to Licensee any ownership rights or title in or to WombatOAM and Megaload on WSA
Provider or other ESL software or ESL Materials. 

2.9 ESL may provide certain publicly available data sets for Licensee's informational and
testing use only. The data is provided "as-is" and without warranty of any kind, express,
implied or otherwise, including without limitation, any warranty of fitness for a particular
purpose. The data is provided as of a static date and is for demonstration purposes only and
may not be accurate and should not be used in support of Licensee's internal business
operations. In no event shall ESL be liable to Licensee or anyone else for any direct, special,
incidental, indirect or consequential damages of any kind, or any damages whatsoever,
including without limitation, loss of profit, loss of use, savings or revenue, or the claims of third
parties, whether or not ESL has been advised of the possibility of such loss, however caused
and on any theory of liability, arising out of or in connection with the possession, use or
performance of data. 

3. Support 

3.1 ESL is under no obligation to provide support or maintenance services for
WombatOAM and Megaload on WSA Provider. If available, support will be in the form made
available on the erlang-solutions.com website. At its sole discretion, ESL may provide periodic
updates to WombatOAM and Megaload on WSA Provider. If available, such updates may
include bug fixes, new features and/or enhancements. Licensee shall be solely responsible
for deploying such updates at their own risk and liability. 
WombatOAM Sizing Guide 

WombatOAM may only be deployed in on WSA Provider to monitor up to 25 nodes (physical
or virtual) running Erlang.