BLUEDATA SOFTWARE INC END USER LICENSE AGREEMENT PLEASE READ THIS SOFTWARE END USER LICENSE AGREEMENT ('EULA') CAREFULLY BEFORE INSTALLING OR OTHERWISE USING EPIC ONE SOFTWARE ("SOFTWARE" OR "EVALUATION SOFTWARE ") AS PROVIDED HEREWITH BY BLUEDATA SOFTWARE INC BY INSTALLING OR US ING THE SOFTWARE, YOU ARE ACCEPTING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS DOCUMENT, YOU ARE NOT AUTHORIZED TO IN STALL OR USE THIS SOFTWARE. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE "YOU" SHALL REFER TO SUCH ENTITY. This EULA is entered into immediately by and between BlueData Software, Inc. ( "Company"), and the customer (individual or entity) that has downloaded or otherwise procured the licensed Software for use as an end user ("you" or "Evaluator") with respect to the Company Software that Company provides to Evaluator under this EULA Agreement. This Agreement covers any Software and Doc umentation. 1. Limited License. Subject to the terms and conditions of this EULA, Com pany grants you a limited, nonexclusive, nontransferable, personal license without the right to sublicense, during the Evaluation Period to install and in ternally use the Software solely for testing purposes to determine the compati bility and interoperability of the Software with your hardware and software and for no other purpose ("Purpose"). You must limit access to and use of the Software by only your employees with the need to use the Software for the fore going purpose ("Authorized Users"). 2. Proprietary Rights; Restrictions on Use. The Software is licensed (not sold) to you by Company. You acknowledge and agree that the Software is copy righted and contains materials that are valuable trade secrets of the Company and are protected by copyright, trade secret and other laws and international treaty provisions relating to proprietary rights. You may not remove, deface, or obscure any of Company's or its suppliers' proprietary rights notices on or in the Software or on output generated by the Software. You may not, nor may you permit, any third party to: (a) decompile, reverse engineer, disassemble, or otherwise attempt to derive the source code, algorithms or underlying ideas, de sign, or architecture of the Software; (b) modify, translate, or create deriva tive works of the Software; or (c) rent, lease, loan, distribute, transmit, as sign, or transfer the Software to any third party, or provide access to or use of the Software by any third party, including any agent of yours other than Au thorized Users. Without Company's prior written consent, you shall not dis close any information relating to features, performance, or operation of the Software (including any benchmarking or other testing results) to any third par ty, nor use any of such information other than for purposes permitted under Sec tion 1, above. You acknowledge and agree that any unauthorized use, transfer, sublicensing, or disclosure of the Software, or other violation of this License, would cause irreparable injury to Company, and under such circumstances, Company shall be entitled to equitable relief, without posting bond or other security, including but not limited to, preliminary and permanent injunctive relief. All questions, comments, or feedback provided by you to Company regarding the Software and any other products, services, or materials provided by Compa ny(collectively, "Feedback") will be deemed the property of the Company. Com pany will have no obligation to you or any third party with respect to such Feedback, and be free to use and exploit such Feedback in any form or manner and for any purpose and without payment of any consideration to you or any third party. All rights, title, and interest in and to the Evaluation Software, the Feedback, accompanying materials, and all proprietary information contained therein, are owned by Company and are protected by copyright, trademark, patent and trade secret law, and international treaties. Evaluator will transfer and assign, and hereby does irrevocably transfer and assign, to Company all right, title, and interest, including all intellectual property rights, that Evaluator may have or acquire in the Feedback, and Evaluator will provide reasonable as sistance to Company to effect such assignment. All rights not specifically granted in this Agreement are reserved by Company. 3. Consent to Use of Data: Evaluator agrees that BlueData may collect and use technical data and related information, including but not limited to techni cal information about your computer, system and application software, and pe ripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to Evaluator (if any) related to the Software. BlueData may use this information, as long as it is in a form that does not personally identify Evaluator, to improve its products or to provide services or technologies. 4. Termination. This Agreement shall be effective immediately and shall expire at the end of the evaluation period limited to 90 days from the date of installing the Software, unless earlier terminated ("Evaluation Period"). Your rights under this EULA will terminate automatically without notice from Company if you fail to comply with any term(s) of this EULA. In addition, Company may terminate this Agreement at any time upon notice to you. Immediately upon any termination, (a) the license granted under Section 1 above terminates, and (b) you must destroy the Software, including all copies and portions thereof, in your possession or under your control. You must certify such destruction in writing to Company within 5 days of termination. If you choose to purchase Company 's Products, you shall notify Company on the date of expiration or ter mination of this EULA and such purchase shall be pursuant to Company 's then current terms and conditions for the purchase of Company's products. However, the Company assumes no obligation under this EULA to introduce the Software as a commercial product. 5. Indemnification. You shall indemnify, defend and hold harmless Company from any and all damages, liabilities, costs and expenses (including but not limited to reasonable attorneys' fees) incurred by Company arising from or re lated to your use of Company's products, including without limitation the Eval uation Software. 6. Disclaimer; Limitation of Liability. YOUR USE OF THE SOFTWARE IS AT YOUR SOLE RISK. THE SOFTWARE IS PROVIDED 'AS IS' AND WITHOUT WARRANTY OF ANY KIND AND COMPANY AND COMPANY'S LICENSOR(S) EXPRESSLY DISCLAIM ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IM PLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY OR SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE, NOR DOES THE COMPANY PROVIDE ANY WARRANTY OR INDEMNIFICATION WITH RESPECT TO VIOLATION OF THE RIGHTS OF THIRD PARTIES. IN ADDITION, COMPANY DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERRORFREE. BOTH PARTIES ACKNOWLEDGE THAT THEY HAVE NOT EN TERED INTO THESE TERMS IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL COMPANY BE LIABLE FOR ANY DIRECT, IN CIDENTAL, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS), OR FOR THE COST OF PROCURING OTHER SOFTWARE PRODUCTS OR SERVICES, ARISING OUT OF OR RELATING TO THIS EULA, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL COMPANY BE LIABLE FOR CUMULATIVE DAMAGES OF ANY KIND IN EXCESS OF FIVE HUNDRED DOLLARS ($500) IN THE AGGREGATE. THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. 7. Confidentiality. The Software, any related benchmark or performance tests, and information regarding Company's business, including technical, mar keting, financial, employee, planning, and other confidential or proprietary in formation is considered Company's "Confidential Information." You shall pro tect the Confidential Information from unauthorized dissemination and use with the same degree of care that you use to protect its own like information and, in any event, will use no less than a reasonable degree of care in protecting such Confidential Information. You will use the Confidential Information only for those purposes expressly authorized in this Agreement. You will not disclose to third parties the Confidential Information without the prior written consent of Company. 8. Miscellaneous. This EULA is governed by and construed in accordance with the laws of the State of California, U.S.A., without reference to its conflict of law principles. Any controversy or claim arising out of or relating to this EULA, or the breach thereof, shall be determined by arbitration administered by the International Centre for Dispute Resolution in accordance with its Interna tional Arbitration Rules, conducted in Santa Clara Country, California, U.S.A. There shall be one arbitrator, and the language of the arbitration shall be in English. If any provision of this EULA is held to be invalid or unenforceable, that provision will be amended to achieve as nearly as possible the same econom ic effect as the original provision and the remainder of this EULA will remain in full force. Failure of a party to enforce any provision of this EULA shall not constitute and shall not be construed as a waiver of such provision or of the right to enforce such provision. Company reserves the right, and you agree that Company may, by itself or through its authorized representatives, inspect your systems, networks, hardware, books, and other records in any form to verify your compliance with this EULA, upon reasonable prior notice to you. This EULA sets forth the entire agreement between the parties with respect to your use of the Software and supersedes all prior or contemporaneous representations or un derstandings regarding such subject matter. No modification or amendment of this EULA will be binding unless accepted and agreed by an authorized representative of Company.