End User License Agreement for Gruter Enterprise Tajo Gruter Customer Agreement This Gruter Customer Agreement (this "Agreement") contains the terms and conditions that govern your access to and use of the Gruter Enterprise Tajo software stacks made available by Gruter, Inc. on the Amazon Marketplace as an Amazon Machine Image (the "AMI Stack(s)") as well as the terms and conditions of any support services that you purchase for any of the AMI Stacks and is a legal agreement between Gruter, Inc. ("Gruter," "we," "us," or "our") and you or the entity you represent ("you"). This Agreement takes effect when you click an "I Accept" button or check box presented with these terms or, if earlier, when you download or use any of the AMI Stacks (the "Effective Date"). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. 1. AMI Stacks The AMI Stacks are provided "as-is" with no warranty from Gruter. You acknowledge that Gruter is under no obligation to provide support for any portion of the AMI Stacks for which you have not purchased support. 2. Restrictions on Use You agree not to modify, reverse compile, disassemble, or otherwise reverse engineer the AMI Stacks and related software, or allow anyone else to do so (except only to the extent such prohibition is contrary to applicable law). You also agree to use the AMI Stacks and related software ONLY in AWS according to the way that the AMI Stacks are provided. You also agree not to remove or destroy any proprietary markings or legends or any encrypted License keys or similar security devices placed upon or contained within AMI Stacks. 3. Support Services and Limitations on Support Gruter will provide technical support as provided in this Agreement (the "Services") for the specific AMI Stacks that AWS reports to Gruter you have purchased ("Purchased Stacks") for the period AWS reports you have purchased such support. Technical support consists of assistance with problem resolution, defects, and "how to" questions as well as advice and recommendations on installation and configuration. Support for Purchased Stacks will cover only Amazon instances on which the stack is deployed through the Amazon Marketplace. It will not cover support of the AWS infrastructure or support for the Purchased Stacks running on other infrastructure. Gruter will have no obligation to provide technical support or may cease providing the Services in the case of or with respect to any incident that is in whole or in part due to, caused by, or resulting from any of the following: (i) a breach by you of this Agreement; (ii) the operational characteristics of the AWS provided hardware, instances, or infrastructure; (iii) any third party products, software, hardware, equipment, content, data or information, and any modifications, improvements, updates, new versions or new releases thereto or thereof, not provided by Gruter; (v) any AMI Stack other than the most current release thereof made available by Gruter through the Amazon Marketplace; (vi) use of any AMI Stack after Gruter has notified you to cease use thereof under this Agreement; or (vii) your negligence, abuse, misapplication, or misuse of the AMI Stacks or the Services. Gruter will have no liability for any changes required by your hardware or software configuration which may be necessary to use any AMI Stack due to a workaround, error correction, or maintenance release. 4. Fees, Term, and Termination You will be billed by Amazon under the terms of the AWS Customer Agreement. The term of this agreement will commence on the Effective Date and will remain in effect until terminated by you or Amazon as per the AWS Customer Agreement. The AWS Customer Agreement is located at http://aws.amazon.com/agreement/. 5. Ownership and License 5.1. Client Technology. Any information, data, content, software, methodologies, methods, techniques, concepts, systems, procedures, know-how, or inventions ("Technology") of yours that were acquired, developed or created by, or licensed to you prior to the Effective Date or independent from this Agreement ("Your Technology"), and all intellectual property rights therein and relating thereto throughout the world, including, without limitation, all copyrights, trademarks, service marks, trade secrets, patents, moral rights, contract rights and any and all other legal rights protecting intangible proprietary information (collectively, "IPR"), are and will remain your exclusive property. During the term of this Agreement, you may choose to provide Gruter with access to Your Technology to facilitate Gruter in providing the Services, in which case you grant to Gruter all rights and licenses in and to the Your Technology as may be necessary for Gruter to complete its obligations under this Agreement. It should be noted that Gruter does not have access to Your Technology deployed on AWS unless you choose to give Gruter access as part of providing the Services. 5.2. AMI Stacks License. The AMI Stacks (including any Purchased Stacks) are comprised of open source software, which is subject to the terms of the open source software license(s) accompanying or otherwise applicable to that open source software. Any other code created and supplied directly by Gruter is governed by the Apache Software Licenses found at http://www.apache.org/licenses/. The terms of the open source software licenses apply to the open source software independent of the terms of the Apache Software License or this agreement. Nothing in this agreement limits your rights under or grants rights to you that supersede the terms of any applicable open source software license. 5.3. Open Source Acknowledgement. You acknowledge that your own distribution or deployment of instances containing or linking to the AMI Stacks or any other open source software may trigger open source license requirements for which you are responsible. 5.4 Open Source Community. In the process of providing the Services, Gruter occasionally finds bugs and errors in open source software as well as issues in how certain open source packages work together. Gruter will make best efforts to work with open source communities to resolve bugs or defects and contribute those changes back for incorporation in future releases. Due to the nature of open source development, Gruter cannot guarantee that the open source communities will accept bug fixes. 5.5. Gruter Technology. All deliverables and any technology or other idea, conception, invention, reduction to practice, discovery or development provided or made by or on behalf of Gruter, and any modification, enhancement, improvement, or derivative work thereto or thereof (collectively, "Gruter Technology"), and all IPR therein and thereto, are and will remain the exclusive property of Gruter. 5.6. License. Subject to the terms and conditions of this Agreement, including payment of all applicable fees when due, Gruter grants to you a non-exclusive, non-transferable, worldwide license to use for your own internal business purposes any deliverables provided to you by Gruter under this Agreement. 6. Customer's Comments and Feedback In the course of Gruter providing you with technical support, you may provide comments, suggestions, and other feedback regarding the AMI Stacks, the support services, or related topics to Gruter. You agree that Gruter will be free to use any such feedback you provide for any purpose, including without limitation implementing changes based on your feedback to the AMI Stacks, support, or other offerings without attribution or compensation to you. 7. Warranties 7.1. General. Each party represents and warrants to the other party that: the performance of such party's obligations hereunder do not and will not violate any law, rule or regulation applicable to such party. 7.2. Gruter. Gruter will perform all Services as stated under this Agreement. If Gruter fails to comply with the previous sentence, Gruter will, at its sole discretion and as Client's sole remedy and Gruter's sole obligation for any such failure: (a) re-perform the Services in a manner that resolves the alleged failure; or (b) refund any Fees paid by Client attributable to the Services that are the subject of the failure. 8. Disclaimer THE WARRANTIES SET FORTH IN SECTION 7 ARE THE SOLE AND EXCLUSIVE WARRANTIES MADE BY Gruter UNDER THIS AGREEMENT AND Gruter SPECIFICALLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SERVICES, DELIVERABLES AND ANY OTHER SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY OR MERCHANTABILITY. 9. Limitation of Liability Gruter WILL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE), INCLUDING, BY WAY OF EXAMPLE, LOST REVENUE, LOST PROFITS, BUSINESS INTERRUPTION, AND INJURY TO REPUTATION, EVEN IF Gruter HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL CUMULATIVE LIABILITY OF Gruter RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEES PAID TO AMAZON BY CLIENT FOR SUPPORT PROVIDED BY Gruter DURING THE 3 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT(S) GIVING RISE TO SUCH LIABILITY. 10. Confidential Information. 10.1. Confidential Information. For purposes of this Agreement, "Confidential Information" means any data or information regarding the business, finances, services or technology of either party provided to or otherwise obtained by the other party, including, without limitation, technical, marketing, financial, pricing, employee, and planning information, and any other data or information received or otherwise obtained under this Agreement that a reasonable person should have known, under the circumstances, was confidential or proprietary. 10.2. Protection. Each party (the "Receiving Party") may from time to time receive or otherwise obtain Confidential Information from the other party (the "Disclosing Party"). The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees or contractors of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party's duty hereunder. The Receiving Party will protect the Disclosing Party's Confidential Information in the same manner as the Receiving Party protects its own confidential information of a similar nature and with no less than reasonable care. 10.3. Exceptions. The Receiving Party's obligations with respect to any Confidential Information of the Disclosing Party will terminate if such information: (a) was already lawfully known to the Receiving Party as of the Effective Date; (b) is disclosed to the Receiving Party after the Effective Date by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party becomes, generally available to the public; or (d) is independently developed by the Receiving Party without access to, use of, or reference to, the Disclosing Party's Confidential Information. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is: (i) necessary for the Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding; or (ii) required by law or by the order of a court of similar judicial, regulatory or administrative body, provided that the Receiving Party notifies the Disclosing Party in advance of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party's reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure. 11. General 11.1. Assignment. This agreement, or any of your rights and obligations under this agreement, cannot be assigned or otherwise transferred in whole or in part, and any such attempted assignment or transfer by Customer in violation of the foregoing will be null and void. 11.2. Choice of law. This agreement will be governed by the laws of the the Republic of Korea, without regard to conflicts of law principles. 11.3. Relationship of parties. This agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between you and Gruter. There are no third-party beneficiaries to this agreement. 11.4. Waiver. All waivers under this agreement must be in writing. Any waiver or failure to enforce any provision of this agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. 11.5. Survival. Sections 4 (Fees, Term, and Termination), 5 (Ownership; License, 6 (Customer's Comments and Feedback), 8 (Disclaimer), 9 (Limitation of Liability), 10 (Confidential Information), and 11 (General) will survive termination or expiration of this agreement. 11.6. Severability. If any provision of this agreement is held to be unenforceable, that provision will be modified so as to be enforceable, or if such modification is not possible, that provision will be removed and the remaining provisions will remain in full force. * Apache Tajo(TM) License Notice: Apache Tajo(TM) is distributed under the Apache License v2.0, which is located at http://www.apache.org/licenses/LICENSE-2.0