Zadara Storage, Inc. June 13, 2012 END-USER LICENSE AGREEMENT This End User License Agreement (the "Agreement") is made and entered into by and between Zadara Storage Inc. and/or Zadara Storage Ltd. ("Zadara"), and the business entity agreeing to the terms of this Agreement ("Customer"). Customer desires to obtain a license to use Zadara software and related services intended to enable Customer to manage Customer's data stored on one or more Zadara Virtual Private Storage Arrays (VPSATM) ("Services"), and Zadara will grant Customer the License subject to the terms and conditions of this Agreement. This Agreement is effective as of the date Customer clicks the "I Accept" button (the "Effective Date") and submits an on-line or written order form (the "Order"). The person who submits an Order does so on behalf of a company or other legal entity and warrants and represents that he or she is not a consumer, and that he or she has authority to bind the Customer to the Agreement. The term "Agreement" shall include the terms of this License Agreement and all applicable policies, procedures and/or guidelines, including without limitation the privacy notice, that appear on the Zadara website on ZadaraStorage.com (the "Website") from time to time, which are hereby incorporated by this reference into, and made part of, this Agreement. IF CUSTOMER DOES NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, CUSTOMER MUST ABANDON THE SIGNUP PROCESS AND MAY NOT USE EITHER THE SOFTWARE OR THE SERVICES. **The License** 1. Zadara grants to Customer a worldwide, non-sublicensable, non-transferable, non-exclusive, revocable, limited license to: (a) use the Software. The term "Software" shall include any downloadable tools, software development kits, APIs or other such proprietary computer software provided by Zadara in connection with the Services, which may be downloaded by Customer, and any updates Zadara may make to such software from time to time; (b) create a Software application or web site that interfaces with the Software and the Services ("Application"). 2. Customer may use the Software and the Services to store, process and retrieve any Customer data, software, applications, materials, technology or other information ("Customer Data"). Customer acknowledges that Zadara shall not be responsible in any manner, and Customer is solely responsible, for Customer Data and Application. Customer shall be solely responsible for the development, operation, and maintenance of its Application and for all Customer Data that appear on or within Customer's Application. While Zadara may track information regarding Customer usage of the Software and the Services, Zadara will not disclose, sell or license the Customer Data, except as may be necessary to comply with subpoenas, court orders, or other legal requirements. 3. Customer may not (and may not permit anyone else to): (a) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or the Services or any part thereof, unless this is expressly permitted or required by law, or unless specifically permitted by Zadara, in writing (e.g., through an open source software license); (b) attempt to disable or circumvent any security mechanisms used by Software or the Services or any applications running on the Software or the Services; (c) access or use the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas; or (d) resell or sublicense the Software. **The Services** 1. Subject to the terms and conditions of this Agreement, during the term of this Agreement, Zadara will provide Customer access to the Software and the Services described in the respective Order. By using the on-line Order process and consenting to the terms of the Agreement, Customer has made a binding selection of the type of Services to be provided and all associated specifications, prices, policies and documentation related to the delivery of the Services. 2. The Order is hereby incorporated into this Agreement by this reference and is subject to the terms and conditions of this Agreement. In the event of any conflict between the terms of this Agreement or the Order, and the terms of any Customer-issued order form or purchase order, the terms of this Agreement and the applicable Order shall prevail. 3. If Customer Order is determined (for any reason or no reason at all, in Zadara's sole discretion) to be unsuitable for the Zadara Services, Zadara may suspend Customer's access to the Services or terminate this Agreement at any time, without notice. 4. Customer may choose to or Zadara may invite Customer to submit comments or ideas about the Software or the Services, including without limitation about how to improve the Zadara Services or products ("Feedback"). By submitting any Feedback, Customer agrees that Customer's disclosure is gratuitous, unsolicited and without restriction and will not place Zadara under any fiduciary or other obligation, and that Zadara is free to use the Feedback without any additional compensation to Customer, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. **Modifications** 1. Customer agrees that Zadara may modify any of the terms and conditions contained in the Agreement and the SLA, at any time and in its sole discretion, by posting a change notice or a new agreement on the Zadara Website. If any modification is unacceptable to Customer, Customer may stop using the Software and the Services. Customer continued use of the Software and the Services following the posting of a change notice or new agreement on Zadara's website will constitute Customer's binding acceptance of the change. 2. Zadara may change, discontinue, deprecate, or republish application programming interfaces ("APIs") for any Service or feature of a Service from time to time, and it is the Customer's responsibility to ensure that the Application calls are compatible with then-current APIs for the Service. Customer must comply with Zadara policies and guidelines applicable to the use of the APIs, as posted on the Website from time to time. Customer further acknowledges that Zadara may change or remove features or functionality of the Software and the Services at any time. 3. Customer hereby acknowledges that the use of the Services described in this Agreement includes the use of third-parties' software including open source software. Customer's use of any such Third-Party Software in connection with the Services shall be governed by the terms and conditions or end user licensing agreement for the corresponding software. **Fees and Billing** 1. Fees. Customer will pay Zadara the applicable fees and charges for use of the Software and for the Services as described on the applicable Order form, using one of the payment methods Zadara supports. All amounts payable under this Agreement will be made without setoff or counterclaim, and without any deduction or withholding. Fees and charges for any new Service or new features of the Services will be effective when Zadara posts updated fees and charges on the Zadara Website, unless Zadara expressly states otherwise in a notice. Zadara may increase or add new fees and charges for any existing Services by giving Customer at least 15 days' advance notice. If the change is unacceptable to Customer, Customer may stop its use of the Software or the Services, however if Customer does not cease its use within 15 days, the new fees and charges shall be deemed accepted by Customer. 2. Customer is responsible for any taxes and duties including VAT and applicable sales tax (other than Zadara's income tax), and Customer will pay Zadara the Fees without any reduction or withholding for taxes. If Zadara is obligated to collect or pay any taxes, the taxes will be invoiced to Customer, unless Customer provides Zadara with a valid tax exemption certificate authorized by the appropriate taxing authority. 3. Zadara calculates and bills fees and charges monthly, based on Customer's actual usage of the Services. Zadara may bill Customer more frequently for fees accrued if Zadara suspects that Customer's account is fraudulent or at risk of non-payment. Customer shall be responsible for all Fees and shall pay all Fees in U.S. Dollars or in such other currency as agreed to in writing by the parties. Customer shall pay all Fees in accordance with the payment terms specified in the Order. Late payments hereunder will accrue interest at a rate of one and one-half percent (1 1/2 %) per month, or the highest rate allowed by applicable law, whichever is lower. Zadara reserves the right to have Customer complete a credit application to determine Customer's creditworthiness as a condition of receiving further Services. If Zadara initiates a collection process to recover Fees due and payable hereunder, Customer shall pay all costs associated with such collection efforts. Service Level Agreement. Zadara will provide the Services in accordance with the applicable Service Level Agreement ("SLA") . The SLA contains service level credits for downtime. Customer agrees that such credits are and shall be Customer's sole and exclusive remedy under this Agreement and the SLA. **Confidential Information** 1. Each party acknowledges that it will have access to certain confidential information of the other party concerning the other party's business, business plans, customers, strategies, trade secrets, technology and any intellectual property related thereto, finances, assets, and products, including the terms and conditions of this Agreement ("Confidential Information"). Each party agrees that it will not use in any way, for its own account or the account of any third party, except as expressly permitted by this Agreement, nor disclose to any third party (except as required by law or to that party's attorneys, accountants and other advisors as reasonably necessary to carry out the purposes of this Agreement), any of the other party's Confidential Information and will take reasonable precautions to protect the confidentiality of such information. 2. Exclusions. Information will not be deemed Confidential Information hereunder if such information: (i) is or becomes known without restriction to the receiving party from a source other than one having an obligation of confidentiality to the disclosing party; (ii) becomes generally publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the receiving party; or (iii) is independently developed by the receiving party without reference to the Confidential Information. **Ownership** 1. Customer does not acquire any right, title or interest in or to any Software, APIs, Zadara Confidential Information, or other intellectual property supplied by Zadara. Except for the limited licenses granted hereunder, Zadara reserves all rights not expressly granted and no license for such additional rights is implied or may be assumed. 2. To the extent that Customer discloses, uses, displays, performs, copies, distributes, creates derivative works of, makes, sells, imports any Customer or third party products, data, or Customer Data together with the Services, (i) Customer makes the warranties and representations in Section 8.3 below; and (ii) Zadara does not acquire any right, title or interest therein other than the limited right to operate such with the Services for Customer's benefit and to disable, remove, delete, or block the foregoing to the extent required by law or necessary in Zadara's sole and exclusive judgment to mitigate liability in connection with allegations of Customer's breach of the foregoing warranty. 3. During and after the term of the Agreement, with respect to any of the Services that Customer elects to use, Customer will not assert, nor will Customer authorize, assist, or encourage any third party to assert, against Zadara or any of its customers, end users, vendors, business partners (including third party sellers on websites operated by or on behalf of Zadara), licensors, sublicenses or transferees, any patent infringement claim or other intellectual property infringement claim with respect to such Services. **Warranties, Representations, Agreements** 1. Authority. Each party represents and warrants that (i) it has the full corporate right, power and authority to enter into this Agreement, (ii) the execution of this Agreement by and the performance of its obligations and duties hereunder do not and will not violate any agreement to which it is a party or by which it is bound, and (iii) when executed and delivered, this Agreement will constitute the legal, valid and binding obligation of such party, in accordance with its terms. 2. Compliance with Law. In connection with the subject matter of this Agreement, each party agrees to comply with all applicable Federal and State laws and regulations. 3. Customer Data. Customer is solely responsible for the development, content, operation, maintenance, and use of the Customer Data. Without derogating from the general nature of the above , Customer is solely responsible for:(i) the technical operation of Customer Data, including ensuring that calls Customer makes to any Service are compatible with then-current APIs for that Service;(ii) compliance of the Customer Data with the Acceptable Use Policy, Privacy Policy and the law;(iii) any claims relating to the Customer Data; and (iv) properly handling and processing notices sent to Customer by any person claiming that the Customer Data violates such person's rights, including notices pursuant to the Digital Millennium Copyright Act. 4. Other Security and Backup. Customer is responsible for properly configuring and using the Services and taking its own steps to maintain appropriate security, protection and backup of the Customer Data, which may include the use of encryption technology to protect the Customer Data from unauthorized access and routine archiving of the Customer Data. Zadara log-in credentials and private keys generated by the Services are for Customer's internal use only and Customer may not sell, transfer or sublicense them to any other entity or person, except that Customer may disclose its private key to its agents and subcontractors performing work on its behalf. 5. End User Violations. Customer will be deemed to have taken any action that Customer permits, assists or facilitates any person or entity to take related to this Agreement, the Customer Data or use of the Services. Customer is responsible for its End Users' use of the Customer Data and the Services. "End User" means any individual or entity that directly or indirectly through another user: (a) accesses or uses the Customer Data; or (b) otherwise accesses or uses the Services under customer's account. Customer will ensure that all End Users comply with Customer's obligations under this Agreement and that the terms of Customer's agreement with each End User are consistent with this Agreement. If Customer becomes aware of any violation of its obligations under this Agreement by an End User, Customer will immediately terminate such End User's access to the Customer Data and the Services. 6. Customer is responsible for providing customer service (if any) to End Users. Zadara does not provide any support or services to End Users unless Zadara has a separate agreement with Customer or an End User obligating Zadara to provide support or services. 7. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZADARA DOES NOT MAKE ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT. ZADARA IS NOT RESPONSIBLE OR LIABLE FOR THE DELETION OF OR FAILURE TO STORE ANY CUSTOMER DATA AND OTHER COMMUNICATIONS MAINTAINED OR TRANSMITTED THROUGH USE OF THE SOFTWARE AND THE SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR SECURING AND BACKING UP CUSTOMER DATA. ZADARA DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE OR THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED OR COMPLETELY SECURE. **Limitations of Liability** 1. Except in connection with Customer's indemnification obligations to Zadara under Section 10.1. and 10.2 below, in no event will either party be liable for any incidental, punitive, indirect or consequential damages (including without limitation any loss of revenue or profits) or for any loss of technology, loss of data, or interruption or loss of use of Service (except as set forth in any applicable SLA) or any other similar claims by the other party or related to the other party's business, even if such party is advised of the possibility of such damages. 2. Notwithstanding anything to the contrary in this Agreement, Zadara's maximum aggregate liability related to or in connection with this Agreement whether under theory of contract, tort (including negligence), strict liability or otherwise will be limited to the total amount paid or payable to Zadara by Customer hereunder for the first six (6) month period of the Agreement. The foregoing liability limitation shall not apply to Customer's indemnification obligations to Zadara under Sections 10.1 or 10.2 below, or to unpaid Fees invoiced or due under this Agreement. 3. Zadara shall not be responsible for any damage to Customer or Customer's systems that is caused by Customer-assigned personnel, including but not limited to its employees, officers, directors, agents, affiliates, or independent contractors. Any downtime in Customer's system that occurs as a result of Customer's actions or directives or any downtime in Customer's system that occurs while Customer is making changes to the code or the system shall render the SLA inapplicable for such downtime. In such cases where Customer damages its systems, Customer will be responsible for paying Zadara on a time and materials basis at Zadara's then-current rate for the actual work Zadara performs in restoring the system to an operational status. **Indemnification** 1. Each party (the "Indemnifying Party" for purposes of this Section 10) will indemnify, defend and hold harmless the other party (the "Indemnified Party"), its directors, officers, employees, and affiliates (collectively, the "Indemnified Entities") from and against any and all claims, actions, demands, suits, liabilities or obligations brought against any of the Indemnified Entities by a third party alleging: (i) infringement or misappropriation of any intellectual property rights by the Indemnifying Party except to the extent caused by the Indemnified Party; or (ii) any death or personal injury suffered by any representative, employee or agent of the Indemnified Party arising out of such individual's activities related to the Services except to the extent caused by the Indemnified Party (collectively, the "Covered Claims"). 2. In addition to the obligations under Section 10.1. above, Customer agrees to indemnify, defend and hold Zadara, its affiliates, and all respective employees, officers, directors and representatives, harmless from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines, costs and expenses (including reasonable attorneys fees), arising out of or in connection with any claim arising out of (i) Customer's use of the Software or the Services in a manner not authorized by this Agreement, and/or in violation of the applicable restrictions, policies, and/or applicable law, (ii) Customer's use of a Third Party Software in a manner not authorized by the applicable license terms and/or applicable law, (iii) Customer's Application, Customer Data, deletion of Customer Data following the termination of the License and the Services, or the combination of either with other applications, Customer Data or processes, including but not limited to any claim involving infringement or misappropriation of third-party rights, violations of the right of privacy or publicity, and/or the use, development, design, manufacture, production, advertising, promotion and/or marketing of the Application and/or Customer Data, (iv) Customer's or Customer's employees' or personnel's negligence or willful misconduct. 3. Each party's indemnification obligations hereunder shall be subject to (i) receiving prompt written notice of the existence of any Covered Claim, (ii) receiving full cooperation from the Indemnified Party in the defense and settlement of such Covered Claim, and (iii) allowing the Indemnifying Party to assume sole control, defense, and settlement of such Covered Claim. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle or compromise any Covered Claim, or consent to the entry of judgment of a Covered Claim against the Indemnified Party unless the Indemnified Party is unconditionally released. **Acceptable Use Policy** 1. Customer's failure to comply with the Zadara's Acceptable Use Policy ("AUP"), available on line which may be modified by Zadara from time to time, shall be deemed a material breach hereunder and Zadara may terminate or suspend Customer access to the Software and the Services at its sole discretion. 2. Monitoring Use of the Zadara Cloud Services. Customer agrees to provide information and/or other materials related to its Applications as reasonably requested by Zadara to verify Customer's compliance with this Agreement. Customer also agrees that, Zadara may access the Application or crawl or otherwise monitor the external interfaces of Customer's Application for the purpose of verifying Customer's compliance with this Agreement. Customer may not seek to block or otherwise interfere with such crawling or monitoring. **Term and Termination** 1. This Agreement will commence on the date Customer agrees to the terms and conditions of this Agreement. Customer may terminate this Agreement by deleting all Customer Data and ceasing to use the Services. 2. Zadara reserves the right to terminate this Agreement (and/or Customer account) or Customer access to the Software or any Services provided under this Agreement, and to delete Customer Data or Applications: (i) if Customer breaches any term or condition in this Agreement and does not cure such breach to Zadara's satisfaction within thirty (30) days after receipt of Zadara notice of the breach; or (ii) immediately if Zadara is compelled by court order or otherwise discover any use of the Software or Services by Customer that in Zadara's reasonable discretion presents a security risk or that might be the subject of a legal claim or dispute. Zadara further reserves the right to discontinue Customer use of the Software or any Services, or any portion or feature thereof for any reason and at any time in Zadara's sole discretion, upon 30 day notice. The notice shall be sent via post or email provided by Customer in the Order. Upon any termination or notice of any discontinuance, Customer's License and rights granted under this Agreement shall automatically expire and Customer must immediately stop the use of the Software and the applicable Services. 3. Upon receipt of Zadara's notice of Termination as detailed above, Customer shall remove all of Customer Data and other information, including without limitation backup copies thereof, that Customer or anybody on its behalf has uploaded, stored or otherwise input through the Zadara Software and Services (the "Data Removal Period"). Within seven (7) days of the expiration of the Data Removal Period, Zadara may, at Zadara's sole option, delete any and all Customer Data from Zadara's cloud servers, website or any other data storage systems, including without limitation any and all backup copies thereof. Zadara is not responsible for any deletion, destruction, damage, loss or failure by Customer to backup any Customer Data removed by Zadara at the end of the Data Removal Period. **Survival** 1. The parties' respective representations, warranties, and covenants, together with obligations of payment, indemnification and limitations on liability will survive the expiration, termination or rescission of this Agreement and continue in full force and effect. The parties' respective obligations of confidentiality will survive the expiration, termination or rescission of this Agreement and continue in full force and effect for one (1) year. **Governing Law** 1. This agreement is governed by the state of California law, excluding that state's choice of law rules. For any dispute arising out of or relating to this agreement, the parties consent to personal jurisdiction in, and the exclusive venue of, the courts in California. **Miscellaneous Provisions** 1. Assignment. Neither party may assign its rights or delegate its duties under this Agreement either in whole or in part without the prior written consent of the other party, except either party may assign this Agreement without consent to an affiliate or a party that acquires substantially all of the assigning party's assets or business or a majority of its stock as part of a corporate merger or acquisition. Any attempted assignment or delegation without such consent will be void. This Agreement will bind and inure to the benefit of each party's successors and permitted assigns. 2. Independent Contractor. Neither party shall be deemed to be an agent of the other party and the relationship of the parties shall be that of independent contractors. Neither party shall have any right or authority to assume any obligations, or to make any representations or warranties, whether express or implied, on behalf of the other party, or to bind the other party in any matter whatsoever. 3. Notices. Any required notice hereunder may be delivered by electronic mail, personally or by courier, or mailed by registered or certified mail, return receipt requested, postage prepaid, to either party at the name and address on the signature page of this Agreement, or at such other address as such party may provide to the other by written notice. Such notice will be deemed to have been given as of the date it is sent by electronic mail, personally, by confirmed facsimile or by courier, or five (5) days after it is sent by mail. All communications and notices to be made or given pursuant to this Agreement shall be in the English language. 4. Amendment of Agreement. Except as otherwise provided for in Section 3 above, this Agreement may be amended only by written consent of both parties. 5. Entire Agreement. This Agreement, together with all Orders, represents the sole, exclusive and integrated mutual statement of understanding of the parties concerning the Services to be provided hereunder, and supersedes and cancels all previous and contemporaneous written and oral agreements and communications between the parties relating to the subject matter of this Agreement. 6. Severability. If any provision of this Agreement, or a portion thereof, shall be adjudged by a court of competent jurisdiction to be unenforceable or invalid, that portion shall be eliminated or limited to the minimum extent necessary so that this Agreement shall remain in full force and effect and enforceable. 7. Force Majeure. Except for performance of a payment obligation, neither party shall be liable under this Agreement for delays, failures to perform, damages, losses or destruction, or malfunction of any equipment, or any consequence thereof, caused or occasioned by, or due to fire, earthquake, flood, water, the elements, labor disputes or shortages, utility curtailments, power failures, explosions, civil disturbances, acts of war or terror, governmental actions, shortages of equipment or supplies, unavailability of transportation, acts or omissions of third parties, or any other cause beyond its reasonable control. If the force majeure continues for more than thirty (30) calendar days, then either party may terminate the Agreement for convenience upon written notice to the other party. 8. Export. Customer shall, in connection with Customer's use of the Services, comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control. 9. Evaluation, Trial or Demonstration Cloud Services. From time to time, Customer may receive Zadara's Services for evaluation, trial or demonstration at no-cost or special promotion ("Evaluation"). Customer agrees to use the Services in a non-production environment. By accepting Zadara Services on such a basis, Customer accepts the Services as is and waives all express and implied warranties and conditions and service level agreements during the Evaluation. Either Party upon written notice to the other may cancel the Evaluation with immediate effect. Upon termination or expiration of the Evaluation period, Customer shall either convert to a paid contract covering the use of the Software and the Services or immediately terminate use of the Services. 10. Marketing. Customer agrees that Zadara may refer to Customer by name and grants Zadara a nonexclusive license to use its trademarks in Zadara's marketing materials and Website. Customer also agrees that Zadara may verbally reference Customer as a customer of the Zadara Software or services that are the subject of this Agreement.