End User License Agreement for Ubuntu 14 Cuda 7 BITFUSION. IO, INC. END USER LICENSE AGREEMENT IMPORTANT READ BEFORE INSTALLING OR OPERATING THIS SOFTWARE LICENSEE AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY INSTALLING, HAVING INSTALLED, COPYING, OR OTHERWISE USING THE SOFTWARE. IF LICENSEE DOES NOT AGREE, DO NOT INSTALL OR USE THE SOFTWARE. 1. Scope. This License applies to the software product (Software) you have licensed from Bitfusion.io, Inc. (Bitfusion) as a service in a cloud or other similar environment. This License is a legal agreement between Bitfusion and the single entity (Licensee) that has acquired the Software from Bitfusion under these terms and conditions. The Software incorporates certain third party software programs subject to the terms and restrictions of the applicable licenses identified herein. 2. License Grant. Subject to the terms of this License, Bitfusion grants to Licensee a limited, nonexclusive, nontransferable license to use the Software for which Licensee has paid the required license fees for the then current billing period, in object code form. Other than as specifically described herein, no right or license is granted to any of Bitfusion's trademarks, patents, copyrights, or other intellectual property rights and Bitfusion retains all rights not granted herein. The Software incorporates certain third party opensource software, which is used subject to licenses from the respective owners. Use of each of the ThirdParty Software components is governed by the respective third party license under which it is licensed. This Agreement does not affect the terms or conditions of those third party license agreements. The third party software is identified in the product documentation as well as the main README file. 3. Payment and Taxes. License fees will be based upon the Licensee's use of the Software as a service in a cloud or similar environment. Licensee shall pay the required license fees plus any applicable sales or use taxes or other charges to the cloud or similar environment provider in which the Software is hosted (Cloud Provider). The amounts payable to Cloud Provider is exclusive of any sales or use or other taxes or governmental charges. Licensee shall be responsible for payment of all such taxes or charges except for any taxes based solely on Bitfusion's net income. If Licensee is required to pay any taxes based on this license, Licensee shall pay such taxes with no reduction or offset in the amounts payable to the cloud or similar environment in which the Software is hosted. 4. Cancellation and Refund Policy Licensee may cancel this license at any time. Licensee shall be responsible for payment of all license fees and any applicable sales, use or other taxes as of the date of cancellation. No refunds shall be provided for cancellation or termination of the license. 5. Restrictions (a) The Software, documentation and the associated copyrights and other intellectual property rights are owned by Bitfusion or its licensors and are protected by law and international treaties. Licensee may not copy or translate the documentation provided with the Software or available online at http://bitfusion.io without Bitfusion's prior, written consent. Licensee may install, use, access, display and run the Software only in the manner in which it has been licensed as indicated herein and in the applicable purchase order, quote or the license file for such Software, including but not limited to any restrictions on number of protected applications, number or type of licensed devices, number of authorized copies or instances, number of users, bandwidth, nonproduction use, database or location restrictions. For Software instances hosted in the public cloud or similar environment, Licensee agrees that it will not transfer the Software out of the licensed hosted environment. Licensee further agrees that it will not defeat, circumvent or disable any copy protection mechanism or mechanism in the Software used to limit license duration or access to nonlicensed functionality or capacity, and that any such attempt will be a material breach of this Agreement. Bitfusion reserves the right to audit Licensee's use of the Software or authorize others to conduct such an audit on its behalf and to disable any application or functionality that has not been specifically licensed, in addition to any other rights and remedies available to Bitfusion. (b) Licensee may only install and use the Software in object code form in the Cloud Provider's environment. Licensee may use multiple instances of the same Software in object code format in the Cloud Provider's environment, paying for each instance separately. Bitfusion may restrict Licensees use of the Software, by at least one of the following locking methods: (i) an instance identifier; (ii) hypervisor in use; (iii) a bridge; and/or (iv) Media Access Control (MAC) address. Licensee agrees that it will not attempt to circumvent any of the foregoing license key restrictions or to have others do so on its behalf. (c) Certain portions of the Software include third party software modules as identified in the applicable Software Documentation and are subject to additional limitations imposed by those third parties (Restricted Third Party Software). Certain portions of the Software may also include geographical or other data (Data). Licensee agrees that it will only use such Restricted Third Party Software or Data in conjunction with the Software and not as standalone software. Licensee will not (i) copy the Restricted Third Party Software or Data onto any public or distributed network; (ii) use the Restricted Third Party Software or Data separately to operate in or as a timesharing, outsourcing, service bureau, application service provider or managed service provider environment; (iii) use the Restricted Third Party Software or Data as a general server, as a standalone application or with applications other than the Software under this license; (iv) change any proprietary rights notices which appear in the Restricted Third Party Software or Data; or (v) modify the Restricted Third Party Software or Data. (d) Licensee may not copy, modify, sell, sublicense, rent or transfer the Software, Data or any associated Documentation to any third party. Licensee may not disassemble, reverse compile or reverse engineer the Software or any Data incorporated in the Software or encourage others to do so except as required by law for interoperability purposes, and then only after Licensee has given Supplier an opportunity to provide information or software necessary to resolve such interoperability issues. 6. Limited Warranty. The Software is provided AS IS. In no event does Bitfusion warrant that the Software is error free, that it will operate with any software or hardware other than that provided by Bitfusion or specified in the documentation, or that the Software will satisfy Licensee's own specific requirements. 7. Notice to U.S. Government End Users. The Software and Documentation qualify as commercial items as that term is defined at Federal Acquisition Regulation (FAR) (48 C.F.R.) 2.101, consisting of commercial computer software and commercial computer software documentation as such terms are used in FAR 12.212. Consistent with FAR 12.212 and DoD FAR Supp. 227.72021 through 227.72024, and notwithstanding any other FAR or other contractual clause to the contrary in any agreement into which this End User License Agreement may be incorporated, Licensee may provide to Government end user or, if this Agreement is direct, Government end user will acquire, the Software and Documentation with only those rights set forth in this End User License Agreement. Use of either the Software or Documentation or both constitutes agreement by the Government that the Software and Documentation are commercial computer software and commercial computer software documentation and constitutes acceptance of the rights and restrictions herein. 8. DISCLAIMER; LIMITATION OF REMEDY. BITFUSION AND ITS THIRD PARTY LICENSORS DISCLAIM ANY AND ALL WARRANTIES AND GUARANTEES, EXPRESS, IMPLIED OR OTHERWISE, ARISING, WITH RESPECT TO THE SOFTWARE, DATA, SPECIFICATIONS, OR DOCUMENTATION DELIVERED HEREUNDER, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF MERCHANTABILITY, WARRANTY OF NONINFRINGEMENT OR TITLE AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. BITFUSION MAKES NO WARRANTY CONCERNING THE COMPLETENESS OR ACCURACY OF THE DATA OR INFORMATION OBTAINED OR DERIVED THROUGH THE USE OF THE DATA INCLUDED IN THE SOFTWARE AND THE DATA IS PROVIDED AS IS. BITFUSION HAS NOT AUTHORIZED ANYONE TO MAKE ANY REPRESENTATIONS OR WARRANTIES OTHER THAN AS PROVIDED ABOVE OR TO OTHERWISE MODIFY THE TERMS OF THIS LICENSE. THE COLLECTIVE LIABILITY OF BITFUSION AND ITS THIRD PARTY LICENSORS UNDER THIS LICENSE WILL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE. BITFUSION AND ITS THIRD PARTY LICENSORS WILL NOT HAVE ANY OBLIGATION OR LIABILITY, WHETHER ARISING IN CONTRACT (INCLUDING WARRANTY), TORT (INCLUDING ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE, STRICT LIABILITY OR PRODUCT LIABILITY) OR OTHERWISE FOR ANY PUNITIVE, EXEMPLARY, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF REVENUE, LOSS OF BUSINESS OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE OR OTHER GOODS OR SERVICES FURNISHED TO LICENSEE BY BITFUSION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY LAW, BITFUSION'S THIRD PARTY LICENSORS WILL NOT HAVE ANY LIABILITY FOR ANY DIRECT DAMAGES OF ANY KIND UNDER THIS LICENSE AGREEMENT. THE LIMITATIONS CONTAINED IN THIS SECTION WILL APPLY NOTWITHSTANDING ANY FAILURE OF AN ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED UNDER ANY TERM OF THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN THOSE JURISDICTIONS, SUCH INAPPLICABILITY WILL NOT AFFECT THE REMAINDER OF THE PROVISIONS IN THIS SECTION. 9. NonProduction Use Software. If Licensee licenses Bitfusion Software designated as nonproduction, noncommercial, lab or development Software in the applicable purchase order, quote or the license file for such Software (NonProduction Software), Licensee may use the Software included to conduct testing and development in Licensees nonproduction environment only and not to manage data traffic or applications in the ordinary course of Licensee's business. Licensee agrees that any use of NonProduction Software in violation of the preceding sentence is a material breach of this Agreement. 10. Evaluation Software. If the Software is Evaluation Software, notwithstanding any other terms to the contrary in this Agreement, Licensee may use the Software only for its internal demonstration, test or evaluation purposes and not in a production environment. NOTWITHSTANDING ANY TERMS TO THE CONTRARY IN THIS LICENSE, BITFUSION DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, FOR EVALUATION SOFTWARE AND IT IS PROVIDED ON AN AS IS BASIS. EVALUATION SOFTWARE HAS A NONPERPETUAL TIME LIMITED LICENSE OF 5 DAYS. Licensee agrees that it will not attempt to defeat or circumvent any duration mechanism for evaluation Software. Licensee also agrees that it will not use any evaluation Software beyond the prescribed license duration. 11. Termination. The license granted in Section 2 is effective until cancelled or terminated and will automatically terminate if Licensee fails to comply with any of the terms and conditions set forth herein. Upon termination, Licensee will destroy the Software and documentation and all copies or portions thereof. 12. Support. Maintenance and support of the Software is not provided under this License. Support is subject to policies specified on the product page. 13. Miscellaneous. By using this software the licensee agrees that this software may occasionally collect, store, and send system and usage data to Bitfusion servers solely for the purpose of improving the software. This License will be governed by the laws of the State of Texas, USA without regard to its choice of law rules. The provisions of the U.N. Convention for the International Sale of Goods and the Uniform Computer Information Transactions Act, in whatever form adopted, will not apply and the parties specifically opt out of the application of such laws. In the event of any dispute arising out of or relating to this Agreement, the parties shall seek to settle the dispute via direct discussions. If a dispute cannot be settled through direct discussions, the parties agree to first endeavor to settle the dispute via voluntary nonbinding mediation, before resorting to arbitration. A mediator will be selected by voluntary agreement of both parties, or in the event both parties cannot agree on a mediator, a mediator will be selected in accordance with the rules of JAMS. The mediation shall be held in Austin, Texas. Each party shall bear its own costs and expenses and an equal share of the administrative and other fees associated with the mediation. Any dispute that remains unresolved following mediation shall be settled by arbitration administered by the JAMS in accordance with its Comprehensive Arbitration Rules. The place of arbitration shall be Austin, Texas. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitrator(s) shall award to the prevailing party, if any, as determined by the arbitrator(s), all of its costs and fees. "Costs and fees" mean all reasonable preaward expenses of the arbitration, including the arbitrators' fees, administrative fees, travel expenses, outofpocket expenses such as copying and telephone, court costs, witness fees, and attorneys' fees. In rendering the award, the arbitrator(s) shall determine the rights and obligations of the parties according to the substantive and procedural laws of the State of Texas. The foregoing alternative dispute resolution provisions will not apply to claims or actions related to the infringement, misappropriation or violation of Bitfusion's intellectual property rights or those of its third party licensors and such actions may be brought in any court of competent jurisdiction. Any provisions found to be unenforceable will not affect the enforceability of the other provisions contained herein, but will instead be replaced with a provision as similar in meaning to the original as possible. This License constitutes the entire agreement between the parties with regard to its subject matter. No modification will be binding unless in writing and signed by the parties. 14. Acknowledgements. The Software includes Data and software developed by third parties subject to separate licenses as listed below: Nvidia Cuda Toolkit Version: 7.0.27 (March 2015) This release of Bitfusion software includes redistributable binaries from the Cuda toolkit. Users agree to the terms and conditions of that license as specified at: http://developer.download.nvidia.com/compute/cuda/7_0/Prod/doc/EULA.pdf Nvidia Drivers Version: 346.47 (February 2015) This release of Bitfusion software includes redistributable binaries in the form of Nvidia drivers. Users agree to the terms and conditions of that license as specified at: http://www.nvidia.com/content/DriverDownloadMarch2009/licence.php?lang=us