Azul Systems, Inc. Open Source Developer License Terms

PLEASE READ THE FOLLOWING LICENSE AGREEMENT TERMS AND CONDITIONS CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE SOFTWARE. THESE TERMS AND CONDITIONS CONSTITUTE A LEGAL AGREEMENT BETWEEN LICENSEE AND AZUL.

"Azul" refers to Azul Systems, Inc., for and on behalf of itself and its subsidiaries and affiliates. "Licensee" refers to the individual or entity that wishes to use the Software from Azul. "Software" refers to the Azul software Licensee wishes to download and use, including any Software documentation. "License" refers to Licensee's right to use the Software under the terms of this agreement. This agreement is governed by California law, except for that body of laws related to the conflict of laws. Licensee and Azul agree to submit to the exclusive jurisdiction of, and venue in, the courts of Santa Clara county in California in any dispute arising out of or relating to this agreement.

Azul is willing to license the Software to Licensee only upon the condition that Licensee accepts all of the terms contained in this agreement. Read the terms carefully and select the "I AGREE" button to confirm your acceptance. If Licensee is not willing to be bound by these terms, select the "CANCEL" button and the registration process will not continue.

LICENSE RIGHTS

Azul grants Licensee a nonexclusive, nontransferable limited license to use the Software only for the purpose of developing, testing and demonstrating its Open Source application, and not for any other purpose. If Licensee wants to use the application it has developed under this license for any internal data processing or for any commercial or production purposes or wants to use the Software for any purpose other than as permitted under this Agreement, Licensee must obtain a production release version of the Software by contacting Azul to obtain the appropriate license. Licensee acknowledges that any testing or development efforts undertaken by it are at its own risk. Azul may audit use of the Software.

Third Party Technology

The Software may contain or be distributed with third party technology. Azul may provide certain notices to Licensee in Software documentation or otherwise in connection with such third party technology. For clarity, the existence of a notice does not affect the terms under which third party technology is licensed.

Third party technology will be licensed either under the terms of this agreement, or, if specified in the Software documentation, readme files or otherwise in writing, under separate license terms ("Separate Terms") and not under the terms of this agreement ("Separately Licensed Third Party Technology"). Rights to use such Separately Licensed Third Party Technology under the Separate Terms is not restricted or modified in any way by this agreement. If applicable Separate Terms permit Licensee to distribute Separately Licensed Third Party Technology, Licensee agrees to include with the distribution all such notices and any associated source code for third party technology as specified, in the form and to the extent such source code is provided by Azul.

Ownership and Restrictions

Azul retains all ownership and intellectual property rights in the Software.

Licensee may not:

- use the Software for its own internal data processing or for any commercial or production purposes, or use the Software for any purpose except the development of its application or qualification of software on the Azul Product

-continue to develop its application after Licensee has used it for any internal data processing or commercial or production purpose without securing the appropriate license from Azul

- remove or modify any Software markings or any notice of our proprietary rights;
- make the Software available in any manner to any third party;
- use the Software to provide third party training;
- assign this agreement or give or transfer the Software or an interest in them to another individual or entity;
- cause or permit reverse engineering (unless required by law for interoperability), disassembly or decompilation of the Software;
- disclose results of any Software benchmark tests without Azul's prior written consent.

Export Controls

Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the Software. Licensee agrees that such export control laws govern its use of the Software (including technical data) and any services deliverables provided under this agreement, and Licensee agrees to comply with all such export laws and regulations (including "deemed export" and "deemed re-export" regulations). Licensee agrees that no data, information, Software and/or materials resulting from services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology.

Accordingly, Licensee confirms:

- It will not download, provide, make available or otherwise export or re-export the Software, directly or indirectly, to countries prohibited by applicable laws and regulations nor to citizens, nationals or residents of those countries.

-Licensee is not listed on the United States Department of Treasury lists of Specially Designated Nationals and Blocked Persons, Specially Designated Terrorists, and Specially Designated Narcotic Traffickers, nor is Licensee listed on the United States Department of Commerce Table of Denial Orders.

-Licensee will not download or otherwise export or re-export the Software, directly or indirectly, to persons on the above mentioned lists.

-Licensee will not use the Software for, and will not allow the Software to be used for, any purposes prohibited by applicable law, including, without limitation, for the development, design, manufacture or production of nuclear, chemical or biological weapons of mass destruction

Disclaimer of Warranty and Exclusive Remedies

THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. AZUL FURTHER DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.

IN NO EVENT SHALL AZUL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR DATA USE, INCURRED BY LICENSEE OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF AZUL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AZUL'S ENTIRE LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED ONE HUNDRED DOLLARS (U.S. $100).

No Technical Support

Azul's technical support organization will not provide technical support, phone support, or updates for the Software licensed under this agreement. However, users may participate in community support via an online forum and an online bug reporting system. Azul Systems does not warrant or monitor the accuracy of the information available through community support.

End of Agreement

Licensee may terminate this agreement by destroying all copies of the Software. Azul has the right to terminate the right to use the Software at any time and at its sole discretion or if there is failure by Licensee to comply with any of the terms of this agreement, in which case Licensee shall destroy all copies of the Software.

Relationship Between the Parties

The relationship between Azul and Licensee is that of licensor/licensee. Neither party will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other party, nor to represent the other party as agent, employee, franchisee, or in any other capacity. Nothing in this agreement shall be construed to limit either party's right to independently develop or distribute software that is functionally similar to the other party's products, so long as proprietary information of the other party is not included in such software.

Open Source

"Open Source" software - software available without charge for use, modification and distribution - is often licensed under terms that require the user to make the user's modifications to the Open Source software or any software that the user 'combines' with the Open Source software freely available in source code form. If Licensee uses Open Source software in conjunction with the Software, it must ensure that use does not: (i) create, or purport to create, obligations of us with respect to the Azul Software; or (ii) grant, or purport to grant, to any third party any rights to or immunities under our intellectual property or proprietary rights in the Azul Software. For example, Licensee may not develop software using an Azul Software and an Open Source Software where such use results in a software file(s) that contains code from both the Azul Software and the Open Source Software (including without limitation libraries) if the Open Source Software is licensed under a license that requires any "modifications" be made freely available. Licensee also may not combine the Azul Software with software licensed under the GNU General Public License ("GPL") in any manner that could cause, or could be interpreted or asserted to cause, the Azul Software or any modifications thereto to become subject to the terms of the GPL.

Entire Agreement

Licensee agrees that this agreement is the complete agreement for the Software and licenses, and this agreement supersedes all prior or contemporaneous agreements or representations. If any term of this agreement is found to be invalid or unenforceable, the remaining provisions will remain effective.

Last updated: July 24, 2012

Should you have any questions concerning this License Agreement, or if you desire to contact Azul for any reason, please write:

Azul Systems, Inc.
385 Moffett Park Drive
Suite 115
Sunnyvale CA 94089 USA