END USER LICENSE AGREEMENT This Agreement is a binding agreement for software licenses between you ("Licensee") and FPT USA Corp ("FPT") 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 Citus Cloud Load Test via the Amazon Web Services. If you are acting on behalf of a company, you represent that you are authorized to bind the company. FPT 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 Citus Cloud Load Test. 1. DEFINITIONS. 1.1. "AWS" means Amazon Web Services and its affiliated companies. 1.2. "Confidential Information" means, with respect to FPT, all information which FPT protects against unrestricted disclosure to others, including but not limited to: (a) the Software and Documentation and other FPT 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 FPT; (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 FPT subject to an applicable confidentiality obligation to such third party). 1.3. "Documentation" means FPT's documentation which is delivered or made available to Licensee with the Software under this Agreement. 1.4. "FPT Materials" means any software, programs, tools, systems, data or other materials made available by FPT 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 FPT relating to the Software and Documentation. 1.5. "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. 1.6. "Service" has the meaning set forth in Section 2.1. 1.7. "Software" means (i) any and all software products licensed to Licensee under Section 2 of this Agreement, as specified in Software Order Forms hereto, all as developed by or for FPT, and/or any of their affiliated companies and delivered to Licensee hereunder; (ii) any new releases thereof made available pursuant to the respective support agreement and (iii) any complete or partial copies of any of the foregoing. 1.8. "Software Order Form" means the written order form or other ordering documentation (including a registration Webpage or Website) entered into by AWS and Licensee containing the specific terms and conditions applicable to the Service (as defined in Section 2.1) through which the Software is provided. 1.9. "Territory" means worldwide, subject to applicable export control laws. 1.10. "Use" means to activate the simulating and testing capabilities of the Software, load, execute, access, employ the Software, or display information resulting from such capabilities. 2. LICENSE GRANT 2.1. 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 AWS, FPT grants to Licensee a non-exclusive subscription based license to Use the Software solely as provided by FPT through the AWS cloud service ("Service") within the Territory to test performance of its web-application or web-service, unless terminated in accordance with Section 5.2. 2.2. The applicable product specific use terms for Software licensed hereunder ("Use Terms") is attached and incorporated as Schedule 1. 2.3. This license does not permit Licensee to: (i) use the FPT 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 FPT Materials; (iii) distribute or publish keycode(s); (iv) make any Use of or perform any acts with respect to the FPT 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 FPT Materials. 2.4. 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. 2.5. 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 FPT that such 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. 3. VERIFICATION Licensee is responsible for monitoring its Use of the Software via the Service, including payment of fees and/or Taxes related to such Use. Licensee agrees that FPT is permitted to request and receive information from AWS related to such Use. Licensee shall without undue delay report to FPT any actual use in excess of the license rights, and any other information reasonably necessary to calculate the amount of fees payable under the Software Order Form. Licensee agrees to pay all requisite fees to reflect any excess. Such fees shall accrue from the date the excess use began. Licensee shall not be entitled to claim any reduction of the fees payable under the Software Order Form or reduce the applicable licensed levels during the term of the Software Order Form. FPT may utilize the information concerning Licensee's use of the Service to invoice fees and/or Taxes, as well as improve FPT products and services and to provide Licensee with reports on its use of the Service. FPT reserves all rights at law and equity with respect to both Licensee's underpayment of License fees and usage in excess of the license quantities or levels. 4. PRICE AND PAYMENT. 4.1. Fees. Licensee shall pay to AWS (or to such entity designated by AWS or FPT) license fees for the Software on the terms specified by FPT for Use of the Software via the Service. 4.2. Taxes. Fees and other charges described in this Agreement do not include federal, state or local sales, VAT, GST, foreign withholding, use, property, excise, service, or similar taxes ("Tax(es)") now or hereafter levied, all of which shall be for Licensee's account. Any applicable direct pay permits or valid tax-exempt certificates must be provided to FPT prior to the acceptance of this Agreement. If FPT is required to pay Taxes, Licensee shall reimburse FPT for such amounts. Licensee hereby agrees to indemnify FPT for any Taxes and related costs, interest and penalties paid or payable by FPT. 5. TERM. 5.1. Term. This Agreement and the license granted hereunder shall become effective as of the date first set forth in the applicable Software Order Form and shall continue in effect thereafter in accordance with the terms of the Software Order Form. Licensee shall cease Use of the Software via the Service at the end of any applicable term. 5.2. Termination. FPT may terminate the Agreement, access to and/or Use of the Software via the Service at any time. 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. 5.3. End of Term Duties. Upon any termination hereunder, Licensee shall immediately cease Use of all FPT Materials and Confidential Information, and shall irretrievably destroy all copies of the FPT Materials and Confidential Information in every form. 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. Sections 3, 4, 5.2, 6, 7, 8, 9, 10, 11.4, 11.5, 11.6 and 11.7 shall survive such termination. 6. INTELLECTUAL PROPERTY RIGHTS. 6.1. Reservation of Rights. The FPT Materials, and all Intellectual Property Rights embodied in the foregoing, shall be the sole and exclusive property of FPT, FPT Software Company Limited, or their licensors, subject to any rights expressly granted to Licensee in Section 2 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 FPT or FPT Software Company 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 FPT 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 FPT Materials except to an account on the Service. Licensee must not change or remove FPT's copyright and authorship notices. All rights not expressly granted to Licensee in this Agreement are reserved by FPT and its licensors. 7. DISCLAIMER OF WARRANTY; NO SUPPORT. 7.1. Disclaimer of Warranty. THE SOFTWARE, ANY APPLICABLE DOCUMENTATION AND FPT MATERIALS ARE LICENSED TO LICENSEE "AS IS", WITHOUT ANY WARRANTY, SUPPORT, ESCROW, TRAINING, OR SERVICE OBLIGATIONS WHATSOEVER ON THE PART OF FPT. FPT 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 FPT MATERIALS, INCLUDING WITHOUT LIMITATION RISKS RELATING TO QUALITY, PERFORMANCE, DATA LOSS, AND UTILITY. 7.2. No Support. FPT does not offer support or maintenance for the Software unless specifically stated in the Use Terms. FPT has no obligation to provide any particular service level or support services. FPT may cease providing the Software via the Service at any time without notice 8. LIMITATIONS OF LIABILITY. 8.1. Not Responsible. FPT 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 third-party software or service. FPT 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 FPT OR ITS LICENSORS BE LIABLE TO LICENSEE OR TO ANY THIRD PARTY FOR ANY DAMAGES ARISING IN CONNECTION WITH THE SOFTWARE, DOCUMENTATION, FPT MATERIALS, OR SERVICES RELATED THERETO. THIS DISCLAIMER OF LIABILITY SHALL APPLY REGARDLESS OF THE FORM OF ACTION THAT MAY BE BROUGHT AGAINST FPT 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 FPT MATERIALS VIA THE SERVICE. ANYTHING TO THE CONTRARY HEREIN NOTWITHSTANDING, UNDER NO CIRCUMSTANCES AND REGARDLESS OF THE NATURE OF ANY CLAIM SHALL FPT 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 GOOD WILL 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 FPT 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 FPT's Confidential Information in any form except as required to accomplish the intent of this Agreement. Any reproduction of any FPT's Confidential Information by Licensee shall remain the property of FPT 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 FPT's Confidential Information strictly confidential; and (b) shall not disclose any FPT's 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. FPT's 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 FPT's Confidential Information shall not apply to any Confidential Information that: (a) is independently developed by Licensee without reference to the FPT'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) FPT agrees in writing is free of such restrictions. 9.3. Confidential Terms and Conditions; 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 FPT may use Licensee's name, logos, or other applicable trademarks in customer listings or, at times mutually agreeable to the parties, as part of FPT's marketing efforts (including without limitation, reference calls and stories, press testimonials and site visits). FPT will make reasonable efforts to avoid having the reference activities unreasonably interfere with Licensee's business 10. INDEMNIFICATION 10.1. Licensee shall indemnify, defend and hold harmless FPT, FPT Software Company Limited, their affiliates, and their licensors for any claim ("Indemnified Claims) arising from Licensee's use of the Service: (i) in breach of this Agreement or any agreement with AWS or (ii) in breach or infringement of third party rights. 10.2. FPT may control the defense of any Indemnified Claim, including appeals, negotiations, and any settlement or compromise thereof; provided Licensee shall have the right to approve the terms of any settlement or compromise that restricts its rights granted under this Agreement or subjects it to any ongoing obligations 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. Conflicts among Schedules. In the event of any conflict between the terms of this main body of this Agreement and those of any schedule, the terms of this main body will govern. 11.4. Regulatory Matters. The Software, Documentation and FPT Materials are subject to the export control laws of various countries, including without limit the laws of the United States. Licensee agrees that it will not submit the Software, Documentation, or other FPT Materials to any government agency for licensing consideration or other regulatory approval without the prior written consent of FPT, and will not export the Software, Documentation and FPT 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 FPT Materials by Licensee and/or its Affiliates. 11.5. Assignment. Licensee may not, without FPT's prior written consent, assign, delegate, pledge, or otherwise transfer this Agreement, or any of its rights or obligations under this Agreement, or the FPT Materials or FPT's Confidential Information, to any party, whether voluntarily or by operation of law, including by way of sale of assets, merger or consolidation. FPT may assign, delegate, pledge, or otherwise transfer this Agreement to any of its affiliates. 11.6. 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 the State of California, without reference to its conflicts of law principles. In the event of any conflicts between foreign law, rules, and regulations, and California law, rules, and regulations, California 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. The state and federal courts of the State of California will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement. 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). 11.7. 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 FPT and Licensee at the addresses first set forth in any Software Order Form. Where in this Agreement written form is required, that requirement can be met by facsimile transmission, exchange of letters or other written form. FPT may provide notice to Licensee via the Service (including any website established for the Service). 11.8. 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. 11.9. Entire Agreement. This Agreement constitutes the complete and exclusive statement of the agreement between FPT 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 FPT 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 the Software Order Form, or any purchase order or other document furnished by Licensee to FPT. This Agreement shall prevail over any additional, conflicting or inconsistent terms and conditions which may appear in any click-wrap 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 SCHEDULE 1 -- USE TERMS - CITUS CLOUD LOAD TEST 1. Citus Cloud Load Test via the Amazon Web Services ("Citus") shall mean the AWS-based performance testing tool for simulating what users do with a web-application or web-service. Citus' base operating system is Windows Server 2008 R2. The following AWS Services are required Amazon EC2, Amazon EBS, Amazon S3, Amazon DynamoDB. 2. In addition to Section 2 of the Agreement, Use of Citus is limited as follows: 2.1. Licensee is responsible for its connection to and use of the Service. FPT is not responsible for any aspect of the Service, including without limitation its availability. Licensee must use an internet connected computer using a wide bandwidth network interface and a up-to-date browser. The system under test must allow traffic to and from the Internet for all ports that is being tested. The default port is 80. 2.2. Licensee is limited to a single instance of Citus under this Agreement, and cannot link or combine multiple instances under separate Agreements. 2.3. Licensee shall not perform any of the following with regard to Citus, or any FPT Materials: sublicense, sell, assign, or otherwise transfer rights; download or deploy outside of AWS; connect to, or test with, any software licensed from FPT; create additional AWS instances; copy (other than using FPT-supplied backup/restore tools), reproduce, reverse engineer, re-engineer, modify or otherwise extend, change, or prepare derivative works thereof; or make public any performance test results comparing Citus with other software. 2.4. Licensee shall not use nor permit others to use Citus (a) to direct volume to any website that Licensee does not own or operate, (b) to send spam or other types of unsolicited communications of any kind, regardless of the content or nature of the messages, (c) to send any virus, worm, Trojan horse, or harmful code or attachment, (d) to alter, steal, corrupt, disable, destroy, trespass, or violate any security or encryption of any computer file, database, website, or network, or (e) for any other unlawful, invasive, infringing, defamatory, fraudulent purposes. 2.5. If Licensee violates any of the foregoing prohibitions, Licensor may immediately suspend or terminate Licensee's r use of the Service without refund. Licensor will be the sole arbiter as to what constitutes a violation of this provision, provided that any determination of a violation of this provision shall be made reasonably in good faith based on applicable law, regulation and the commonly accepted practices of the Internet community. 2.6. Generally, Use that violates law, regulation, or the accepted norms of the Internet community is prohibited. FPT reserves the right at all times to prohibit activities that damage its commercial interests, reputation and goodwill and to immediately suspend or terminate Licensee's Use of Citus without refund.