MARKLOGIC CORPORATION ESSENTIAL ENTERPRISE LICENSE AGREEMENT 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 "ACCEPT" BUTTON AND/OR ACCESSING OR USING ANY PART OR ALL OF THE MARKLOGIC SOFTWARE, 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. Licensee may have another written agreement with MarkLogic that supplements or supersedes all or portions of this Agreement. Definitions "Amazon" means Amazon Web Services, Inc. "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. "Amazon Web Services Account" means Licensee's AWS account with Amazon used to launch AMI instances, store and transfer data, run applications and receive billing. "AWS" means Amazon Web Services comprising a virtual cloud computing environment. "Documentation" means MarkLogic's documentation for the Software which is delivered or made available to Licensee under this Agreement. "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. "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. "Software" means the computer software programs specified in Schedule 1 hereto and the Documentation. "Territory"means worldwide, subject to export restrictions. "Use" means to activate the processing capabilities of the Software, load, execute, access, employ the Software or display information resulting from such capabilities. License Grant and Limitations Use Terms. The applicable Software Use Rights and Rules of the Software are set forth in Schedule 1 hereto. 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 AMI's. License Limitations. Licensee may only use the Software for the number of hours 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 its availability. License Restrictions. Licensee shall not itself, or through anyone else: 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 Oservice bureau' basis or outsource any of its operations utilizing any Software to any third party; (f) 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; (g) disclose or publish, without MarkLogic's express prior written consent, performance or capacity statistics or the results of any benchmark test performed on Software; or (h) otherwise use or copy the Software except as expressly permitted herein. Support and Upgrades. All upgrades and updates are provided to Licensee at MarkLogic's sole discretion and 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 ("Support"). 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). Term. This Agreement shall take effect on the Effective Date and shall remain in force for the number of months or hours for which Licensee has paid for the Use of the Software on the Amazon Web Services Account, provided Licensee is not in default under this Agreement or MarkLogic has not terminated this Agreement. No Warranty. Disclaimer. LICENSEE ACKNOWLEDGES THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS 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. 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 THROUGH AWS. Limitation of Liability. IN NO EVENT WILL MARKLOGIC BE LIABLE FOR ANY 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. Third Parties. MarkLogic's licensors are third party beneficiaries to this Agreement. The Software may contain third party software which requires notices and/or additional terms and conditions which are included in the Software or in the Documentation. Such terms shall be incorporated herein by this reference. Indemnification. Licensee shall indemnify and hold harmless MarkLogic from and against any action, suit or proceeding for breach of this Agreement by Licensee. Ownership/Confidentiality. 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) 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, 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; (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. Termination. Licensee may terminate this Agreement at any time by ceasing to use the Software. 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, 6, 7, 8, 9, 10 and 11 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 Documentation and any other materials provided by MarkLogic, any other Confidential Information in its possession or control 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 Miscellaneous. 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 agree not to transfer, export or re-export the Software (i) to any country to which the U.S. has embargoes or restricted the export of goods or services which currently include but are not necessarily limited to Cuba, Iran, North Korea, Sudan 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 ?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 (EAA), the EAR, or any order, license, or authorization issued thereunder Government Regulations. If Licensee is an agency or instrumentality of the U.S. federal government procuring the Software on behalf of such government agency or instrumentality, Licensee hereby agrees that the Software qualifies as commercial computer software and computer software documentation within the meaning of the acquisition regulation(s) applicable to the procurement of the Software, and the terms and conditions of this Agreement pertain to the U.S. government's use and disclosure of the Software and will supersede any conflicting contractual terms or conditions. The following additional statement applies only to procurements governed by DFARS Subpart 227.4 (October 1988): Restricted Rights -- Use, duplication, and disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1) (ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227- 7013 (OCT. 1988). Contractor is MarkLogic Corporation, 999 Skyway Road, Suite 200, San Carlos, CA 94070-2722 USA. 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. 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. 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. 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 with MarkLogic that covers licenses of the Software in AWS, then such agreement shall govern Licensee's use of the Software and shall supersede this Agreement. SCHEDULE 1 TO MARKLOGIC LICENSE FOR AWS MARKETPLACE I. DEFINITIONS a. Physical Server: A Physical Server is a physical hardware system capable of running server software. A hardware partition/blade is each considered to be a Physical Server. b. Physical Processor/CPU: A Physical Processor/CPU is a physical chip that resides in a physical socket of a hardware partition/blade and contains one or more Physical Cores or Virtual Cores. c. Physical OSE: A Physical OSE is an operating system environment configured to run directly on a Physical Server and is all or part of an operating system instance. All Physical Cores on a Physical Server running on a Physical OSE must be licensed regardless of partitioning. d. Physical Core: A Physical Core is a processing unit within a Physical Processor/CPU. One or more Physical Cores may exist within a Physical Processor/CPU. Each Physical Core may include one or more co-processors (e.g. math or graphics co-processors) associated with that Physical Core. e. Hardware Thread: A Hardware Thread is either a Physical Core or a hyperthread in a Physical Processor/CPU. f. Virtual OSE: A Virtual OSE is an operating system environment that is configured to run on a virtual (or otherwise emulated) hardware system. g. Virtual Core: A Virtual Core is a processing unit in a virtual (or otherwise emulated) hardware system and is the virtual representation of one or more Hardware Threads. Virtual OSEs use one or more Virtual Cores. h. Instance: An Instance of the Software can be run by loading the Software into memory and executing one or more of its instructions and is considered to be running, whether or not its instructions continue to execute, until it is removed from memory. i. Cluster: A Cluster is multiple Instances of the Software working together coordinated by the Software's clustering functionality or third party clustering software. II. USE RIGHTS/RULES a. MarkLogic Essential Enterprise Edition for AWS Marketplace entitles Licensee, during the period in which the Agreement is in effect (the "License Period") and in accordance with the license grant in the Agreement , use of the Essential Enterprise Edition without restriction to the number of users, the quantity of data processed or quantity of data managed. Use of Database Replication in the Essential Enterprise Edition shall be limited to: (i) each Production Cluster not replicating to more than one Standby Cluster and (ii) each Standby Cluster not receiving updates from more than one Production Cluster. In no event shall a license for Essential Enterprise Edition be allowed to use the following: Flexible Replication, XA Transaction, Geospatial or Tiered Storage. b. 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 Essential Enterprise Edition only. In no event will the Instances in one Cluster: (i) run different Editions of the Software or (ii) different environments (Production, Test, Standby, Developer) of the Software and (iii) for any licenses of Essential Enterprise Edition, Licensee shall be able to deploy no more than (a) 9 Instances or (b) 144 Physical Cores or Virtual Cores, combined, of the Essential Enterprise Edition in a single Cluster. Options utilized within the cluster must be licensed for all nodes in the cluster. c. Each instance of MarkLogic Essential Enterprise Edition for AWS Marketplace may be employed as Production, Test or Standby License (only one at a time) as long as the Cluster limits and replication limits are adhered to. d. Production licenses may be used for anyApplication including, but not limited to, content processing and serving content to Licensee's employees, customers and vendors. Licensee may permit third party users to use Licensee's Applications running on any Licensee Equipment for Licensee's own business purposes, solely as consistent with Licensee's licensed use of the Software. Production licenses can be used in a Test environment. e. Test licenses may only be used for the testing of Applications that process and serve content and includes verification of data and code for Licensee acceptance, staging, performance or system test. Test licenses may not be used in a Production environment (for purposes of clarity, preparation and enhancement of content in a staging environment before the content is transferred from staging to Production requires a Production license). However, Test licenses may be used in a Development environment. f. Standby licenses can only be used to build a Standby Cluster for disaster recovery in the event of a Cluster failover. A Standby Cluster can only serve queries while the Production Cluster it mirrors is inactive. A Standby Cluster can be the target of replication from a Production Cluster, or it can be kept up-to-date by some other mechanism, however Standby licenses cannot be combined with Production licenses within the same Cluster. For use of Standby licenses with Essential Enterprise Edition, such Standby licenses can only be used to provide failover/recovery to a single Essential Enterprise Edition Production Cluster. Updated: June 18, 2014