License Agreement for MarkLogicA(r) Essential Enterprise Edition for AWS Marketplace This End User License Agreement ("Agreement") is a legal agreement between you, whether you are an individual or an entity, as the end user ("Licensee"), and MarkLogic Corporation ("MarkLogic") and is governed by the terms and conditions herein. BY CLICKING ON THE "LAUNCH", "ACCEPT", OR SIMILAR BUTTON AND/OR ACCESSING OR USING ANY PART OR ALL OF THE MARKLOGIC SOFTWARE ("EFFECTIVE DATE"), LICENSEE EXPRESSLY AGREES TO BE BOUND BY ALL OF THE TERMS AND REQUIREMENTS OF THIS AGREEMENT AND IS A PARTY TO THIS AGREEMENT. IF LICENSEE DOES NOT AGREE TO ALL OF THE TERMS AND REQUIREMENTS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE SOFTWARE. If Licensee is acting on behalf of a company, Licensee hereby represents that Licensee is authorized to bind the company to the terms of this Agreement. 1. Definitions 1.1 "Amazon" means Amazon Web Services, Inc. 1.2 "AWS" means Amazon Web Services comprising a virtual cloud computing environment. 1.3 "AMI" means an Amazon Machine Image, which is a virtual machine image consisting of software applications, libraries and data and associated configuration settings as made available on AWS. 1.4 "Amazon Web Services Account" means Licensee's AWS account used to subscribe to offerings, access the Software, and receive billing. 1.5 "Confidential Information" shall be as defined in Section 10.2 herein. 1.6 "Documentation" means MarkLogic's documentation for the Software, which is delivered or made available to Licensee under this Agreement. 1.7 "Intellectual Property Rights" means patent rights (including patent applications and invention disclosures), copyrights, rights in database, moral rights, trademarks, service marks, trade secrets, know-how and any other intellectual property rights recognized in any country or jurisdiction in the world, now or hereafter existing, and whether or not perfected, filed or recorded. 1.8 "Intellectual Property" means technology, inventions, know-how, show-how, designs, formulae, processes, techniques, trade secrets, ideas, artwork, software, works of authorship, and any document or other materials embodying any of the foregoing, whether or not any of the same are patentable or copyrightable, and related documentation. 1.9 "Service Attributes" means service usage data, such as resource identifiers, metadata tags, security and access roles, rules, usage policies, permissions, usage statistics and analytics. 1.10 "Software" means the computer software programs specified in Schedule 1 hereto and the Documentation. 1.11 "Territory" means worldwide, subject to export restrictions. 1.12 "Use" means to activate the processing capabilities of the Software, load, execute, access, employ the Software or display information resulting from such capabilities. 2. License Grant and Limitations 2.1 Use Terms. The applicable Software Definitions/Use Rights/Rules of the Software are set forth in Schedule 1 hereto. 2.2 Grant. Subject to the terms and conditions of this Agreement, MarkLogic grants to Licensee a limited, nonexclusive, nontransferable license in the Territory during the term to Use the Software for the purposes described in the Documentation for Licensee's internal business purposes and solely on the number of instances of AMIs. 2.3 License Limitations. Licensee may only Use the Software for the period of time for which Licensee has purchased such AMI. Licensee shall only Use the Software within AWS and only as allowed by Licensee's designated instance type. Licensee is responsible for its connection to AWS, and MarkLogic is not responsible for any aspect of AWS, including without limitation of its availability. 2.4 License Restrictions. Licensee shall not itself, or through anyone else: (a) sell, resell, distribute, host, lease, rent, license or sublicense, in whole or in part, the Software, or MarkLogic's Confidential Information; (b) decipher decompile, disassemble, reverse assemble, modify, translate, reverse engineer or otherwise attempt to derive source code, algorithms, tags, specifications, architectures, structures or other elements of the Software, including MarkLogic's Confidential Information, in whole or in part; (c) allow access, provide, divulge or make available the Software or MarkLogic's Confidential Information to any user other than Licensee's employees and independent contractors who have a need for such access; (d) write or develop any derivative software or any other software program based upon the Software, the Documentation or any Confidential Information; (e) modify, adapt, translate or otherwise make any changes to the Software or any part thereof; (f) use the Software or MarkLogic's Confidential Information to provide processing services to third parties, or otherwise use the Software on a 'service bureau' basis or outsource any of its operations utilizing any Software to any third party; (g) use any name, mark or designation of MarkLogic, any of its affiliates or licensors or their respective products or services, unless expressly permitted herein or by MarkLogic in writing; (h) disclose or publish, without MarkLogic's express prior written consent, performance or capacity statistics or the results of any benchmark test performed on Software; (i) modify or use the Software in a way intended to prevent AWS or MarkLogic from receiving or accessing Service Attributes; or (j) otherwise use or copy the Software except as expressly permitted herein. 3. Support and Upgrades. All upgrades and updates are provided to Licensee at MarkLogic's sole discretion. All of the terms hereof shall apply to the updates or upgrades. By using an update or upgrade, Licensee may no longer use prior versions of the Software. MarkLogic's obligation, if any, to support prior versions of the Software will automatically end with the Use by Licensee of an updated or upgraded version of the Software. MarkLogic shall provide support for the Software in its discretion as provided in its standard Support Policy for licenses of the Software through AWS. 4. Fees and Taxes. Licensee shall pay to Amazon (or such other entity as designated by Amazon or MarkLogic) license fees for Use of the Software through AWS on the terms specified by MarkLogic and Amazon. Late payment of any fees will bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). All charges and fees provided for in this Agreement are exclusive of any and all taxes, duties, or similar charges imposed by any government or any of its agencies and instrumentalities. Licensee shall pay or reimburse MarkLogic for all federal, state, dominion, provincial or local sales, use, personal property, withholding, excise or other taxes, fees or duties arising out of this Agreement or the transactions contemplated by this Agreement (other than taxes on the net income of MarkLogic). 5. Service Attributes. MarkLogic may access and process Service Attributes with MarkLogic personnel and/or MarkLogic's agents, contractors and service providers to provide billing, administration services, support services initiated by Licensee, and to investigate fraud, abuse or violations of the Agreement. By executing this Agreement you accept the terms of the MarkLogic Privacy Policy, which can be found at http://marklogic.com/privacy-policy/ 6. Term. This Agreement shall take effect on the Effective Date and shall remain in force for the time period for which Licensee has a subscription for Use of the Software on the Amazon Web Services Account, provided Licensee is not in default under this Agreement and MarkLogic has not terminated this Agreement. 7. No Warranty 7.1 Disclaimer. LICENSEE ACKNOWLEDGES THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. MARKLOGIC HEREBY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT WITH RESPECT TO THE SOFTWARE. MARKLOGIC DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE, SUPPORT OR ANY OTHER MATERIALS PROVIDED BY MARKLOGIC WILL BE ERROR-FREE, PERFORM IN AN UNINTERRUPTED MANNER, OR THAT MARKLOGIC WILL CORRECT ERRORS. 7.2 No Liability for AWS. MARKLOGIC SHALL NOT HAVE ANY LIABILITY FOR ANY PRODUCTS, SOFTWARE OR SERVICES PROVIDED BY AMAZON, ITS AFFILIATES, OR OTHER THIRD PARTIES ACCESSIBLE BY LICENSEE THROUGH AWS. 7.3 Limitation of Liability. IN NO EVENT WILL MARKLOGIC BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, STATUTORY OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF USE OR DATA, DAMAGE TO SYSTEMS OR EQUIPMENT, BUSINESS INTERRUPTION OR COST OF COVER) IN CONNECTION WITH OR ARISING OUT OF THE DELIVERY, PERFORMANCE OR USE OF THE SOFTWARE, DOCUMENTATION OR ANY OTHER MATERIALS PROVIDED BY MARKLOGIC, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, EVEN IF MARKLOGIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSEE'S SOLE REMEDY FOR A BREACH OF THIS AGREEMENT BY MARKLOGIC SHALL BE TO CEASE USE OF THE SOFTWARE, DOCUMENTATION AND OTHER MATERIALS PROVIDED BY MARKLOGIC. The provisions hereof allocate the risks between MarkLogic and Licensee and the fees reflect such allocation of risk. 8. Third Parties. MarkLogic's licensors are third party beneficiaries to this Agreement. The Software may contain third party software that includes additional terms and conditions, which are included in the Software or in the Documentation. 9. Indemnification. Licensee shall indemnify and hold harmless MarkLogic from and against any action, suit or proceeding for breach of this Agreement by Licensee. 10. Ownership/Confidentiality 10.1 Ownership. MarkLogic retains sole and exclusive ownership of the Software and all Intellectual Property Rights in, to and/or embodied in or associated with the Software and Documentation provided by MarkLogic hereunder, and all copies and derivative works thereof (whether developed by MarkLogic, Licensee or a third party). 10.2 Confidentiality. By virtue of this Agreement, Licensee may be exposed to or be provided with certain confidential and proprietary information of MarkLogic, including, but not limited to, information designated as confidential in writing, and information, which ought to be in good faith considered confidential and proprietary by Licensee ("Confidential Information"). Notwithstanding the foregoing, the following is Confidential Information of MarkLogic: all trade secrets, software, including, without limitation, the Software, source code, object code, specifications, as well as results of testing and benchmarking of the Software or other services, product roadmap, Documentation, data, and other information of MarkLogic and its licensors relating to or embodied in the Software. Licensee will protect MarkLogic's Confidential Information from unauthorized dissemination and use with the same degree of care that Licensee uses to protect its own non-public and confidential information, but in no event less than a commercially reasonable degree of care. Licensee shall not use Confidential Information for purposes other than those necessary to directly further the purposes of this Agreement. Information shall not be considered Confidential Information to the extent, but only to the extent, that Licensee can establish that such information (i) is or becomes generally known or available to the public through no fault of Licensee; (ii) was in Licensee's possession before receipt from MarkLogic without a confidentiality obligation; (iii) is lawfully obtained from a third party who has the right to make such disclosure; (iv) has been independently developed by Licensee without use of or reference to any Confidential Information of MarkLogic. 11. Termination. MarkLogic may terminate this Agreement at any time upon 30 days' written notice to Licensee. MarkLogic may, by written notice to Licensee, terminate this Agreement effective immediately if: Licensee is in material breach of its obligations hereunder; or Licensee (i) terminates or suspends its business, (ii) becomes insolvent, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to control of a trustee, receiver or similar authority, or (iii) becomes subject to any voluntary or involuntary bankruptcy or insolvency proceeding under federal or state statute. Sections 1, 2, 4, 5 and 7-12 shall survive expiration or any termination of this Agreement for as long as necessary to permit their full discharge. On and after the effective date of expiration or termination for any reason, as applicable, all of Licensee's rights to the Software and other materials provided by MarkLogic, granted under this Agreement shall immediately cease. No later than 30 days after the date of expiration, termination or discontinuance of this Agreement for any reason whatsoever, Licensee shall return or destroy the Software, Documentation, Confidential Information in its possession or control, any other materials provided by MarkLogic, and all copies of any of the foregoing in any medium. Upon MarkLogic's request, Licensee shall furnish MarkLogic with a certificate signed by an authorized officer of Licensee verifying that the above has been done. 12. Miscellaneous 12.1 Export Restrictions. Licensee agrees that Licensee will not transfer, export or re-export the Software to any country, person or entity subject to U.S. export restrictions. Licensee specifically agrees not to transfer, export or re-export the Software (i) to any country to which the U.S. has embargoes or has restricted the export of goods or services, which currently includes but is not necessarily limited to Cuba, Iran, North Korea, Republic of Sudan, Crimea, and Syria, or to any national of any such country, wherever located, who intends to transmit or transport the Software back to such country; (ii) to any person or entity who Licensee knows or has reason to know will utilize the Software in the design, development or production of nuclear, chemical or biological weapons; or (iii) to any person or entity who has been prohibited from participating in U.S. export transactions by any agency or instrumentality of the U.S. government. Under A?764.3 of the Export Administration Regulations (EAR), Licensee can be subject to fine, imprisonment, or other administrative sanction for willful violation of any provision of the Export Administration Act, the EAR, or any order, license, or authorization issued thereunder 12.2 Government Regulations. If Licensee is a United States government agency or acquires the license to the Software hereunder pursuant to a government contract or with government funds, then as defined in FAR A?2.101, DFAR A?252.227-7014(a)(1) and DFAR A?252.227-7014(a)(5) or otherwise, all Software provided in connection with this Agreement are "commercial items," "commercial computer software" and/or "commercial computer software documentation." Consistent with DFAR A?227.7202 and FAR A?12.212, any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the United States government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement. Licensee shall ensure that each copy used or possessed by or for the United States government is labeled to reflect the foregoing. 12.3 Assignment. The license granted hereunder does not include the right to sublicense and may not be assigned, by operation of law or otherwise, or transferred to any third party (including Licensee affiliates and other entities, organizations or departments related to Licensee) without the prior written consent of MarkLogic. Any attempted assignment in derogation hereof will be null and void. 12.4 Governing Law and Forum. This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to conflicts of law's provisions thereto, and Licensee and MarkLogic agree to submit to the personal and exclusive jurisdiction of the courts located within the county of San Mateo, California. 12.5 Severability. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which will remain valid and enforceable according to its terms 12.6 Entire Agreement. This is the complete and exclusive statement of the agreement between Licensee and MarkLogic relating to the Use of the Software as set forth herein .If Licensee has executed a Software License Agreement or Software License and Services Agreement or similar license agreement with respect to MarkLogic software executed by the parties ("Existing License Agreement") with MarkLogic and subsequently purchases licenses from the AWS marketplace, this license shall govern the licenses purchased on AWS and the Existing License Agreement shall govern licenses purchased by Licensee that are not purchased from the AWS marketplace. SCHEDULE 1 TO LICENSE AGREEMENT FOR MARKLOGIC ESSENTIAL ENTERPRISE EDITION FOR AWS MARKETPLACE I. DEFINITIONS a. "Cluster" is a set of Licensed Running Instances configured to operate together. b. "Instance" is an image of the Software that is created by executing the Software's setup or install procedures or by duplicating an existing Instance. c. "License" is the right to access and use the Software in accordance with the terms of this Agreement and this offer. d. "Licensed Running Instance" is a single Running Instance which is run as part of this Agreement or offer. e. "Options" are software features and capabilities licensed separately from the Software and which may vary from License to License. f. "Running Instance" is an Instance of the Software which is loaded into memory and for which one or more instructions have been executed, whether or not its instructions continue to execute, until it is removed from memory. II. USE RIGHTS/RULES a. MarkLogic Essential Enterprise Edition for AWS Marketplace entitles Customer, during the License Period and in accordance with the license grant herein, use of the Essential Enterprise Edition of software without restriction to the number of users, the quantity of data processed or quantity of data managed. b. MarkLogic Essential Enterprise Edition for AWS Marketplace may include Options. These are subject to change - options not listed are not licensed for use. Options included for use are listed in the Software. c. Cluster Deployment: During the License Period and in accordance with the license grant in the Agreement, all Instances in one Cluster must utilize and run licenses identical in edition, Options, version and support entitlement. You may contact MarkLogic at: MarkLogic Corporation, 999 Skyway Road, Suite 200, San Carlos, CA 94070-2722 USA; Telephone: (650) 655-2300; Fax: (650) 655-2310; Email: sales@marklogic.com. All MarkLogic software products are protected by United States and international copyright, patent and other intellectual property laws, and incorporate certain third party libraries and components that are subject to the attributions, terms, conditions and disclaimers found at http://docs.marklogic.com/guide/copyright/legal. This technology is protected by one or more U.S. Patents 7,127,469, 7,171,404, 7,756,858, 7,962,474, 8,935,267, 8,892,599 and 9,092,507. MarkLogic and the MarkLogic logo are trademarks or registered trademarks of MarkLogic Corporation in the United States and other countries. All other trademarks included in the Software, this notice or the documentation are the property of their respective owners. Copyright A(c) 2017 MarkLogic Corporation.