Software License Agreement

1.	Introduction and Acceptance.  This Software License Agreement (the “Agreement”) is a legal agreement between you (either an individual or an entity) and Red Planet Labs, Inc. (“Red Planet Labs”) regarding the use of the “Rama” software accompanying this Agreement, which includes user documentation provided in “online” or electronic form (together, the “Software”).  CAREFULLY READ THE TERMS OF THIS AGREEMENT.  BY CLICKING ON THE “I ACCEPT AND AGREE” BUTTON (OR EQUIVALENT), AND/OR BY USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE LEGAL ENTITY TO THESE TERMS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT WISH TO BE BOUND BY THE TERMS, THEN YOU MUST NOT USE THE SOFTWARE.

2.	Grant of License.  Subject to the restrictions set forth in this Agreement, Red Planet Labs hereby grants to you a non-exclusive license to download, install, access, reproduce and otherwise use the Software, limited to the running of clusters of at most 2 nodes each. Any use of the Software beyond the limitations set forth in this Section 2 is not authorized by the Agreement. IF YOU WISH TO RUN CLUSTERS OF LARGER SIZE, PLEASE CONTACT RED PLANET LABS TO PURCHASE ADDITIONAL LICENSES (SEE SECTION 14 FOR CONTACT INFORMATION).

3.	Ownership.  The license granted to you in Section 2 is not a transfer or sale of the Software.  Except for the limited license granted in Section 2, Red Planet Labs 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.

4.	License Restrictions.  YOU MAY NOT RENT, LEASE, SUBLICENSE, SELL, ASSIGN, LOAN, OR OTHERWISE TRANSFER THE SOFTWARE OR ANY OF YOUR RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT.  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.  Unless expressly authorized by this Agreement, you may not use, copy, or distribute the Software without Red Planet Labs’s authorization, except that you may make one copy of the Software for archival or back-up purposes only.  You may not reverse engineer, decompile, disassemble or seek to access the source code or non-public application programming interfaces to the Software, except to the extent expressly permitted by applicable law (and then only with prior notice to Red Planet Labs).

5.	Feedback.  If you provide feedback to Red Planet Labs concerning the functionality and performance of the Software, then Red Planet Labs is free to use the feedback without any payment or restriction.

6.	Confidentiality.  You must hold in the strictest confidence the Software and any related materials or information including, but not limited to, any technical data, research, product plans, or know-how provided by Red Planet Labs to you, directly or indirectly in writing, orally or by inspection of tangible objects (“Confidential Information”).  You will not disclose any Confidential Information to third parties, including any of your employees who do not have a need to know such information, and you will take reasonable measures to protect the secrecy of, and to avoid disclosure and unauthorized use of, the Confidential Information.  You will immediately notify the Red Planet Labs in the event of any unauthorized or suspected use or disclosure of the Confidential Information.  To protect the Confidential Information contained in the Software, you may not reverse engineer, decompile, or disassemble the Software, except to the extent the foregoing restriction is expressly prohibited by applicable law.

7.	Termination.  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 in your possession; or, (c) if you are using an “alpha,” “beta,” or other pre-commercial release version of the Software, upon completion of the testing or evaluation period specified by Red Planet Labs.  Red Planet Labs’ rights and your obligations will survive the termination of this Agreement.  Upon termination of this Agreement by Red Planet Labs, you will certify in writing to Red Planet Labs that all copies of the Software, or any portion thereof, have either been returned to Red Planet Labs or otherwise destroyed or deleted from any of your computer libraries or storage devices.

8.	NO WARRANTIES.  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, RED PLANET LABS 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 ACCOMPANYING WRITTEN MATERIALS.  THERE IS NO WARRANTY AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE SOFTWARE OR AGAINST INFRINGEMENT.  THERE IS NO WARRANTY THAT THE SOFTWARE WILL FULFILL ANY OF YOUR PARTICULAR PURPOSES OR NEEDS.

9.	LIMITATION OF LIABILITY.  UNDER NO CIRCUMSTANCES WILL RED PLANET LABS 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 RED PLANET LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT WILL RED PLANET LABS’S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT EXCEED $100.  THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY AND DAMAGES WILL NOT APPLY TO CONSEQUENTIAL DAMAGES FOR PERSONAL INJURY.

10.	Indemnification.  You will indemnify, hold harmless, and defend Red Planet Labs (including all of its officers, employees, directors, subsidiaries, representatives, affiliates, and agents) and Red Planet Labs’s suppliers from and against any damages (including attorney’s fees and expenses), claims, and lawsuits that arise or result from your use of the Software.

11.	Trademarks.  Certain of the product and Red Planet Labs names used in this Agreement, the Software may constitute trademarks of Red Planet Labs or third parties.  You are not authorized to use any such trademarks.

12.	Export Restrictions.  You may not export or re-export the Software without (a) the prior written consent of Red Planet Labs and (b) complying with applicable export control laws and obtaining any necessary permits and licenses.

13.	General.  This Agreement is governed by the laws of the State of California without reference to its conflict of laws principles.  Any dispute between you and Red Planet Labs regarding this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in Santa Clara County, California in connection with any action arising under this Agreement.  This Agreement is the entire agreement between you and Red Planet Labs and supersedes any other communications with respect to 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.

14.	Questions.  Should you have any questions concerning this Agreement, or if you desire to contact Red Planet Labs for any reason, please contact sales@redplanetlabs.com.
