Software License Agreement for
TeraCloud TSF Software
        1. Introduction and Acceptance.  This Software License Agreement is a legal agreement between you (either an individual or an entity) and TeraCloud Corporation regarding the use of the TeraCloud software that accompanies this Agreement (Software).  BEFORE YOU CHECK THE BOX MARKED I ACCEPT THE LICENSE AGREEMENT BELOW, CAREFULLY READ THE TERMS OF THIS AGREEMENT.  BY CHECKING THE BOX MARKED I ACCEPT THE LICENSE AGREEMENT, YOU ARE AGREEING TO BE BOUND BY, AND ARE BECOMING A PARTY TO, THIS AGREEMENT.  IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, CHECK THE BOX MARKED I DO NOT ACCEPT THE LICENSE AGREEMENT BELOW, AND THE SOFTWARE WILL NOT BE DOWNLOADED OR INSTALLED ON YOUR COMPUTER.  IF YOU DOWNLOAD BUT DO NOT INSTALL THE SOFTWARE, PLEASE DESTROY OR DELETE ALL COPIES IN YOUR POSSESSION.
        2. Grant of License.  
               (a) Software.  Subject to the restrictions set forth in this Agreement, TeraCloud hereby grants to you a non-exclusive copyright license to install and use the number of copies of the Software (in object code format and without modification) for which you have obtained an authorized Licensed Key from TeraCloud (see Section 3 for information about License Keys).  The Software is in use on a computer or other device when it is loaded into the temporary memory (i.e., RAM) or installed into the permanent memory (e.g., hard disk, CD-ROM, or other storage device) of that computer or device.
               (b) Documentation.  Subject to the restrictions set forth in this Agreement, TeraCloud hereby grants to you a non-exclusive copyright license to reproduce and use any printed, electronic, or other documentation provided with the Software (Documentation) solely to support your authorized use of the Software.
        3. License Key Feature.  To use the Software, you must obtain a License Key from TeraCloud (please see Section 19 for contact information).  Your purchase of a Licensed Key from TeraCloud may be subject to terms and conditions in addition to those in this Agreement.  The License Key feature will limit your use of the Software to the number of servers, clients, and agents for which you are licensed and to the features of the Software that are specific to the edition of the Software that you have licensed (and other limitations specified by TeraCloud).  The License Key feature will also automatically disable the Software if you use the Software longer than the term of, or beyond the scope of, your license to use the Software.  You acknowledge that upon the expiration of your license to use the Software, and if TeraCloud has not issued you a new License Key, the Software may cease to function in some or all respects, and you may lose access to data made with or stored using the Software.  You acknowledge that the disabling of the Software is a critical feature of the license rights and responsibilities conveyed under this Agreement.  You must not disable, attempt to disable, or help a third party to disable the License Key feature of the Software.
        4. No Transfer, Modification, or Reproduction.  You may not rent, lease, sell, assign, loan, or otherwise transfer the Software.  You may not transfer or assign the rights and obligations set forth in this Agreement without TeraClouds written consent.  You may not remove or destroy any copyright notices or other proprietary markings.  You may not modify or adapt the Software, merge the Software into another program, or create derivative works based on the Software.  You may not distribute the Software without TeraClouds authorization.
        5. Special Provisions Regarding Third Party Software.  The Software may contain or be distributed with third party software that is covered by a different license terms (Third Party Software).  Information concerning the inclusion of Third Party Software, if any, and the notices, license terms, and disclaimers applicable to that Third Party Software are contained in a Readme.txt file provided with the Software.  This Agreement does not apply to any Third Party Software identified in a Readme.txt file provided with the Software.
        6. Ownership.  The licenses granted to you in Section 2 are not a transfer or sale of TeraClouds ownership rights in or to the Software.  Except for the licenses granted in Section 2, TeraCloud retains all right, title and interest (including all intellectual property rights) in and to the Software.  The Software is protected by applicable intellectual property laws, including United States copyright laws and international treaties.
        7. No Technical Support.  Unless you separately purchase support services from TeraCloud (please see Section 19 for contact information), TeraCloud is not obligated to correct errors, correct the effects of errors (e.g., fix your computer or recover lost data), or provide any technical support related to use of the Software.
        8. Feedback.  If you provide any feedback to TeraCloud concerning the functionality and performance of the Software (including identifying potential errors and improvements) (Feedback), you hereby assign to TeraCloud all right, title, and interest in and to the Feedback, and TeraCloud is free to use the Feedback without any payment or restriction.
        9. No Reverse Engineering.  In order to protect the trade secrets and proprietary know-how contained in Software, you will not decompile, disassemble, or reverse engineer the Software except as expressly permitted by applicable law.
        10. Termination.  Unless otherwise agreed by you and TeraCloud when you obtain a License Key, this Agreement will be effective upon installation of the Software and will terminate upon the earlier of: (a) your failure to comply with any term of this Agreement; (b) return, destruction, or deletion of all copies of the Software; or (c) upon TeraClouds notice to you.  TeraClouds rights and your obligations will survive the termination of this Agreement.  Upon termination of this Agreement, if requested by TeraCloud, you will certify in writing to TeraCloud that all copies of the Software have been destroyed or deleted from any and all computer libraries or storage devices.
        11. Limited Warranty.  The Software is provided AS IS and without any warranties.  If an AS IS warranty is prohibited by law, then TeraCloud warrants only to you that the electronic copy of the Software that is delivered to you by TeraCloud will be free from material defects for 30 days following delivery.  TeraClouds entire liability and your exclusive remedy for breach of this warranty will be, at TeraClouds option, either repair or replacement of electronic copy of the Software that does not meet this warranty.  This limited warranty will be void if failure of the Software has resulted from any accident, abuse, misuse, or misapplication by you.  Replacement Software will be warranted for the remainder of the original warranty period or 10 days, whichever is longer.  
        12. NO OTHER WARRANTIES.  EXCEPT AS SET FORTH IN SECTION 11, THE SOFTWARE IS PROVIDED ON AN AS IS BASIS.  YOU ASSUME ALL RESPONSIBILITIES FOR SELECTION OF THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SOFTWARE.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TERACLOUD DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, ACCURACY, TITLE, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE AND THE DOCUMENTATION.  THERE IS NO WARRANTY AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE SOFTWARE OR AGAINST INFRINGEMENT.  THERE IS NO WARRANTY THAT THE SOFTWARE OR TERACLOUD EFFORTS WILL FULFILL ANY OF YOUR PARTICULAR PURPOSES OR NEEDS, INCLUDING THOSE OF ANY END USERS OF APPLICATIONS DEVELOPED BY YOU.
        13. LIMITATION OF LIABILITY.  UNDER NO CIRCUMSTANCES WILL TERACLOUD BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA OR OTHER SUCH PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF TERACLOUD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THE FOREGOING LIMITATIONS ARE INDEPENDENT OF THE EXCLUSIVE REMEDY PROVIDED IN SECTION 11 AND WILL APPLY NOTWITHSTANDING ANY FAILURE OF SUCH EXCLUSIVE REMEDY.  IN NO EVENT WILL TERACLOUDS AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE OR RELATED LICENSE KEYS.  THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY AND DAMAGES WILL NOT APPLY TO CONSEQUENTIAL DAMAGES FOR PERSONAL INJURY.
        14. Liquidated Damages.  Both parties agree that it would be difficult to ascertain the exact amount of damages that TeraCloud would suffer if you breach the terms of this Agreement, especially the prohibition on use of the Software without a License Key.  Therefore, the parties agree that, if you breach the terms of this Agreement, in addition to any other remedies available to TeraCloud under this Agreement or by law, TeraCloud will be entitled to recover from you, as its liquidated damages, the amount that TeraCloud would have received for the appropriate License Key at TeraClouds highest published rates at the time it is determined that you have been in breach.  The parties agree that this amount represents a reasonable estimate of the damage that TeraCloud would suffer.
        15. Audit.  You must keep current, complete, and accurate records regarding your reproduction, installation, and use of Software.  You will provide such information to TeraCloud, so long as TeraCloud does not make more than two requests during any 12-month period.  You will, after reasonable prior notice from TeraCloud, provide TeraCloud with reasonable access to your premises, records, and personnel so that TeraCloud may audit and confirm that you comply with this Agreement.  If an audit reveals any reproduction, installation, or use of the Software that is not compliant with this Agreement, you will promptly comply with this Agreement and pay the additional fees (at TeraCloud then-current rates) due plus interest at the rate of 1.5% per month or the highest rate allowed by law, whichever is lower.  You will also promptly reimburse TeraCloud for its reasonable costs of conducting the audit if the audit reveals any noncompliance.
        16. Indemnification.  You will indemnify, hold harmless, and defend TeraCloud (including all of its officers, employees, directors, subsidiaries, representatives, affiliates, and agents) and TeraClouds suppliers from and against any damages (including attorneys fees and expenses), claims, and lawsuits that arise or result from your use of the Software.
        17. Export Restrictions.  You may not export or re-export the Software without (a) the prior written consent of TeraCloud and (b) complying with applicable export control laws and obtaining any necessary permits and licenses.
        18. General.  This Agreement is governed by the laws of the State of Washington, without reference to its conflict of laws principles.  Any dispute between you and TeraCloud regarding this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in King County, Washington in connection with any action arising under this Agreement.  This Agreement is the entire agreement between you and TeraCloud and supersedes any other communications with respect to the Software, except that this Agreement does not supersede any additional terms regarding the purchase and use of License Keys with the Software.  If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will continue in full force and effect.
        19. Questions.  Should you desire to obtain a commercial use license or have any questions about this Agreement, please contact TeraCloud:
Email: licensing@teracloud.com
Mail: TeraCloud Corporation
15400 SE 30th Place
Suite 200
Bellevue, WA 98007-6545
Attn: Licensing/Contracts
WSGR DRAFT 12-12

	1	

Platform Software License Agreement	1	TeraCloud Corporation
(Non-commercial Use) (Rev: 03/02/06)

