LICENSE

                         Exeray Software License Agreement

	
This agreement is between you and Exeray Inc. These terms apply to the software products and services 
you license from Exeray, unless and until we agree on a new contract that expressly replaces this one. You 
represent that you have the power and authority to accept this agreement on behalf of your company. By 
downloading, installing, or using the Exeray products or services, you consent to the terms and conditions 
of this agreement on behalf of yourself and the company on whose behalf you will use the Exeray products 
and services covered by this agreement. The effective date of this agreement is the date that you first 
download, install or use the Exeray products or services. If you do not agree to the terms and conditions of 
this agreement, please do not use Exeray product and you must destroy all copies of the Exeray product on 
your computer, work station, server, virtual host, or any hardware device.

1. Ownership
The software product which you are downloading, installing, and using is owned or licensed by Exeray and 
its structure, algorithm, program are valuable trade secrets of Exeray and  are protected by the United States 
copyright laws, laws of other nations, and/or international treaties. The software product is licensed and not 
sold to you. 

2. Products and Services
    The Exeray products and services that you may license under this agreement include:
    2.1.  Licensed Product, which means the Exeray ArrayDB database product. 
    2.2.  Support Services, which means the software maintenance, upgrade, and support services described 
in section 5.
    2.3. Training Services, which means education courses in the use of Exeray software products.

3. Licenses
Exeray software is licensed, not sold.  This agreement only gives you certain rights to use the software, 
which may be revoked if you do not follow these terms. The Licensed Product along with a License Key may be 
intended for one node or multiple nodes.  A "node" refers to a specific hardware device or machine. Exeray 
grants you the following rights, subject to your purchase of the corresponding Software License and the 
terms and conditions below: 

    3.1 Evaluation License: Exeray grants you a nonexclusive, nontransferable, limited license to internally
use the Products, subject to the restrictions stated in this agreement, only for the purpose of evaluating,
testing, prototyping, and demonstrating your application and only as long as your application has not been
used for business, commercial, or production purposes. You may make copies of the Products to the extent
reasonably necessary to exercise the license rights granted in this agreement. You may make one copy of the
Products for backup purposes.

    3.2. Device (Node-locked) License: The Licensed Product along with a License Key may be installed 
only on one specific node and used only on the node on which it is installed. 

    3.3. Floating License:  The Licensed Product may be installed and used on only one node (original node). 
You may install and use the Licensed Product on a different node (new node) only if you destroy all copies 
of the Licensed Product and License Key on the original node and pay Exeray a service charge specified in a 
Purchase Agreement for the Floating License.

    3.4. Volume License: The Licensed Product along with a License Key may be installed on a number of 
nodes equal to or less than the number of node licenses you have purchased. 

    3.5. Distribution License:  The Licensed Product may be incorporated into (or may be provided as 
components to accompany) software and hardware products or services sold by you only if (a) you do so 
under this Distribution License, and (b) you retain without modification any copyright, patent, trademark, 
or attribution notices that are present in the Licensed Product.

    3.6. Conditions: Your right to use the Licensed Product is conditioned upon your timely payment of the 
full amount of Fees due for the Licensed Product and your compliance with the terms of this agreement, 
including the following restrictions. 

    3.7. Restrictions: You may not (and may not allow anyone else to):
(a) reverse engineer, reverse compile, disassemble, or otherwise attempt to derive the source code  
or modify the binary code for any Licensed Product or any underlying algorithms or data structures 
embodied in a Licensed Product;
(b) tamper with, or attempt to reconfigure or disable, any License Key;
(c) distribute Licensed Product except as expressly allowed by the license rights in this agreement;
(d) modify or create a derivative work of any part of a Licensed Product or Documentation;
e) disclose benchmark test results related to the Licensed Product without Exeray¡¯s prior consent;
(f) copy, install, or use any Licensed Product (or Documentation) in any manner that is not 
expressly allowed by the license rights;
(g) use this product to violate any law, including copyright laws.

    3.8. Transfers and Assignments: You may not transfer or assign your license rights to any other person or 
entity in any manner (by assignment, operation of law or otherwise) without written consent from Exeray.
    3.9. Copies: You may make copies of the Licensed Product and Documentation for backup purposes. If 
you choose to do so, all copyright, trademark, and other notices in the original copy must be reproduced in 
the backup copies.

4. Fees and Payment
    4.1. Fees: The Fees for Exeray software licenses you may purchase under this agreement will be specified 
in the Purchase Agreements. You agree to make payments according to the terms set forth in the applicable 
Purchase Agreement.

    4.2. Payments: If the applicable Purchase Agreement does not contain specific payment terms, payment 
of the Fees will be due within 30 days after the date of Exeray's invoice. All payments must be made in U.S. 
dollars. If full payment is not received by Exeray by the scheduled due date, Exeray will have the right to 
withhold  the issuing of License Keys and/or terminate this agreement or a Purchase Agreement and make 
all remaining payments immediately due. All payments that you make to Exeray are non-refundable. If you 
do not pay full amount by the due date, you must also pay Exeray a late payment charge of 1.5% per month 
or the highest rate permitted by law, whichever is less.

    4.3. Taxes: You are fully responsible for paying all taxes (including sales, use, consumption, withholding, 
and value-added taxes and similar taxes), other than Exeray's income taxes, that are imposed on or result 
from your license, or use of Exeray products and services. If applicable law requires Exeray to collect and 
remit any such taxes, Exeray may invoice you for such taxes and you agree to pay the invoiced amount to 
Exeray. If you are required by the respective jurisdiction where the Licensed Products are used, or where 
services are provided, to withhold taxes from payments to Exeray, you may withhold from the total amount 
the minimum amount required (but no more). You may only withhold taxes associated to a payment at the 
time of such payment. You must then promptly pay that amount to the appropriate tax authority and 
provide Exeray with an official receipt for the payment within 60 days of your payment.

5. Services
    5.1. Support Services: Support Services consist of the following:
(a) Support:  Exeray will provide you Documentation, and will use commercially reasonable efforts 
to make available the Exeray Support Center on Monday through Friday, during Exeray's normal 
business hours, excluding Exeray's scheduled holidays. A valid corporate email address is required 
for Documentation.
(b) Software Updates:  Exeray will use commercially reasonable efforts to provide error corrections 
to the Licensed Products, as well as minor improvements to the Licensed Products. Any other 
upgrades or enhancements to the Licensed Products may not be made available by Exeray as part of 
Support Services and may be subject to additional charges.
  
    5.2. Conditions: In order to receive Support Services for a Licensed Product, you must meet all of the 
following conditions:
(a) you must have purchased Support Services for the Licensed Product;
(b) you must appoint a qualified contact person to communicate with Exeray regarding Support 
Services, and identify such person to Exeray in advance;
(c) you must follow the instructions and procedures for the Licensed Product as specified in the 
Documentation provided by Exeray; 
(d) you must follow the directions outlined by the Exeray Support Center to resolve technical issues; 
and
(e) you must notify Exeray of any error or unexpected behavior in the Licensed Product according 
to Exeray's current problem reporting procedure.

    5.3. Exclusions: Exeray will have no obligation to provide Support Services for any Licensed Products 
that are damaged, modified (by anyone other than Exeray), incorporated into other software, or installed in 
any computing environment not supported by Exeray; or for any version of a Licensed Product other than 
the latest and immediately preceding version; or for any problems caused by your negligence, abuse, misuse, 
or by any causes beyond Exeray's reasonable control.

    5.4. Reinstatement of Support Services: If your Support Services are terminated for any reason, or if you 
wish to renew Support Services more than thirty (30) days after Support Services have been terminated, you 
may be permitted to reinstate or renew Support Services provided that you pay Exeray all applicable 
Support Services fees for the period during which you were off Support Services, and Exeray's then-current 
reinstatement fee plus payment for the new term of Support Services.

    5.5. Updates to Terms: Exeray may update its Support Services terms on 60 days prior written notice, 
provided that these updates are applied generally to its Support Service customers.

6. Confidentiality
    6.1. Obligations: Each party, you or Exeray, agrees to abide by the following confidentiality obligations 
in regard to the other party's Confidential Information: 
(a) do not disclose it to any third party unless:  (i) the disclosure is expressly allowed under this 
agreement,  (ii) the other party has given its specific and express prior written approval, or  (iii) the 
disclosure is required by a valid court order or subpoena; 
(b)  do not use it for any reason other than to exercise its rights and perform its obligation under this 
agreement; 
(c)  and protect it from unauthorized disclosure in the same way as that party protects its own 
Confidential Information, and in any event with reasonable precautions.

    6.2.  Notifications: If you must disclose Exeray's Confidential Information in order to comply with a valid 
court order or subpoena, you must promptly notify and cooperate with Exeray if Exeray chooses to contest 
the disclosure requirement, seek confidential treatment of the information to be disclosed, or to limit the 
nature or scope of the information to be disclosed. Exeray agrees do the same if it believes it must disclose 
your Confidential Information in these circumstances.

7. Term and Termination
    7.1 Term: This License Agreement is effective upon installation of Licensed Product until terminated.
    7.2 Termination: You may terminate this Agreement at any time by destroying all copies of Licensed 
Product. This Agreement will terminate immediately without notice from Exeray if you violate any term of 
this Agreement.  If you bring or threaten to bring a patent claim against Exeray (including any claim, cross-
claim or counterclaim in a lawsuit) to enforce any patents that you allege are infringed by the Licensed 
Product, then your rights under this agreement will terminate immediately. In the event of termination, 
you must destroy all copies of the Licensed Product.  In addition, you must remove all copies of the 
Licensed Product, including all backup copies, from the all computers and servers on which it is installed.

8. Limited Warranty
    8.1. Warranty Period: Ninety (90) days after Exeray delivers a Licensed Product to you.
    8.2. Warranty: During the warranty period, Exeray warrants that the Licensed Product are free of Errors 
when used on the correct platform and according to the instructions in the corresponding Documentation. 
    8.3. Claims: During the warranty period, if you believe the warranty has been breached and if you wish 
to claim a breach of the warranty, you must notify Exeray in writing of the Error or Errors that you have 
encountered and provide Exeray with all the information you have, in written or electronic form, about 
those Errors, so that Exeray can attempt to reproduce, diagnose, and correct the Errors.
    8.4. Exclusive Remedy: Exeray will provide exclusive remedy to you for any breach of this warranty. 
The provided exclusive remedy is that Exeray will take commercially reasonable efforts, at no charge, to 
correct the Errors you have reported or provide a replacement product that does not contain these Errors, 
or if Exeray is unable to provide a correction or a replacement or determines that it will not be feasible to do 
so, Exeray will refund the Fees you paid for the applicable license. Your remedy set forth herein is exclusive 
and the total liability of Exeray with respect to the Licensed Product, whether based on contract, warranty, 
tort, negligence, indemnification, strict liability or otherwise, shall not exceed the purchase price of the 
Software License upon which liability is based. 
    8.5. Disclaimer: This is the only warranty Exeray provides for the Licensed Products. Except for this 
warranty, all Licensed Products, Documentation, are provided "AS IS". Exeray makes no other warranty or 
condition of any kind, either expressed or implied, statutory or otherwise, with respect to the Licensed 
Product including, but not limited to, the implied warranties or conditions of merchantability and fitness for 
a particular purpose. In no event shall Exeray be liable for any direct, indirect, special, consequential, or 
incidental or damages  (including without limitation, loss or damage of data, damages for loss of revenues or 
profits, business interruption, loss of business information, and the like) arising out of the use, misuse, or 
inability to use the Licensed Product. 

9. Other Terms
    9.1. Compliance Verification: Exeray may audit your use of the Licensed Products and Documentation 
to verify your compliance with this agreement. Exeray may use its own employees and or employees of an 
independent auditing firm that is subject to appropriate confidentiality obligations for the audit. You agree 
to give Exeray or the auditing firm reasonable access to your facilities. You agree to create, retain, and 
provide to Exeray and its auditors accurate written records, system tool outputs, and other system 
information sufficient for purposes of conducting these audits. Exeray will give you at least five business days 
advance notice before conducting an audit. Audits will be conducted in a manner that minimizes 
disruption to your business, and may be conducted on your premises or in your cloud environment, during 
normal business hours and no more than once per year, unless Exeray has a good-faith basis for believing 
that more frequent audits are warranted.  Exeray will notify you in writing if any such verification reveals 
that you have used Licensed Product in excess of its authorized use or is otherwise not in compliance with 
this agreement.  You agree to promptly pay directly to Exeray the charges that Exeray specifies in an invoice 
for (a) any such excess use, (b) support for such excess use for the lesser of the duration of such excess use or 
two years, (c) all costs and expenses incurred in conducting the audit, and (d) any additional charges and 
other liabilities determined as a result of such verification. The rights and obligations set forth in this Section 
9.1 remain in effect during the period the Licensed Product is licensed to you, and for two years thereafter.  

  9.2. Export Controls: Exeray software products or documentation covered under this agreement are 
subject to United States export controls and the trade laws of other countries. You and Exeray agree to 
comply with all export control regulations and to obtain any required licenses or classification to export, 
transfer, re-export or import the Licensed Product, directly or indirectly. You also agree not to export or 
re-export, without a U.S. Bureau of Industry and Security license or license exception, to entities on the 
current U.S. export exclusion lists or to any embargoed or terrorist countries as specified in the U.S. export 
laws. You will not use the Licensed Product for prohibited nuclear, missile, or chemical biological 
weaponry end uses. Please consult the Bureau of Industry and Security web page www.bis.doc.gov before 
exporting Exeray products from the United States. Exeray assumes no responsibility for your failure to 
obtain any necessary export approvals.

  9.3. Governing Law; Jurisdiction: This agreement is governed by the laws of the United States and the 
State of California, without regard to conflicts of laws principles. The federal and state courts located in 
Contra Costa County, California have exclusive jurisdiction over any disputes arising from or relating to 
this agreement, and you consent to such jurisdiction and venue.

  9.4. Notices: Any notice, approval, consent, or other communication intended to have legal effect under 
this agreement must be given to the other party in written form, must be sent by first-class, registered, or 
overnight mail or private overnight, and will be deemed given upon receipt or when delivery is refused. 

  9.5. Waivers: Either party's failure to enforce any provision of this agreement will not be deemed a waiver 
of the future enforcement of that provision or enforcement of any other provision. In order to be binding, a 
waiver must be in writing and signed by the party giving the waiver.

  9.6. Severability: If any provision in this agreement is found to be invalid or unenforceable as written, the 
remaining provisions will remain in full force and effect and the invalid or unenforceable provision is to be 
construed (and, if necessary, modified) so that it is valid and enforceable to the greatest extent possible.

  9.7. Attorneys' Fees: In the event of any litigation arising from or related to this agreement, or the services 
provided under this agreement, the prevailing party shall be entitled to recover from the non-prevailing 
party all reasonable costs incurred including staff time, court costs, attorney¡¯s fees, and all other related 
expenses incurred in such litigation.¡±

  9.8. Remedies: All rights and remedies of either party are cumulative, except for the exclusive remedies 
expressly provided in this agreement. You agree that monetary damages alone would not be sufficient 
enough to compensate Exeray fully for its damages, and therefore Exeray will be entitled to injunctive relief 
in the event of your breach of the license restrictions or confidentiality provisions in this agreement.

  9.9. Force Majeure: Neither party will be responsible for delay or failure to perform its obligations under 
this agreement, except payment obligations, if and to the extent caused by the occurrence of a Force 
Majeure. For purposes of this agreement, Force Majeure shall mean a cause or event that is not reasonably 
foreseeable or otherwise caused by or under the control of the party claiming Force Majeure, including acts 
of God, fires, floods, earthquakes, explosions, riots, wars, hurricane, governmental action, labor strikes, 
supplier failures, or any other event or circumstance beyond that party's reasonable control.

  9.10. Entire Agreement: This agreement and any applicable attachments and Purchase Agreements are the 
entire agreement between Exeray and you concerning its subject matter, and supersede any prior or 
contemporaneous agreements, communications, or understandings (whether written or oral). However, any 
confidentiality or nondisclosure agreements that Exeray previously entered into with you will remain in 
effect (according to their terms) with respect to the confidential information disclosed thereunder.

  9.11. Amendments:  You and Exeray may make amendments to this agreement only by authorized 
representatives of both parties by means of signed, written form. No additional or inconsistent terms on any 
purchase order or similar document you may submit to Exeray will have any legal effect.



                                       Glossary of Definitions

Confidential Information of Exeray means (a) the Licensed Products, in any form, the Documentation, and 
the License Keys; (b) design techniques and all ideas and information (such as algorithms, data structures, and 
code) contained or embodied in the Licensed Products, Documentation, License Keys; (c) the prices, 
discounts, payment terms, and other information in the Purchase Agreements; (d) Exeray Training Services 
materials including without limitation presentations, demonstrations, software and course handouts, and (e) 
any other confidential or proprietary information that Exeray provides to you related to this agreement. 
Your Confidential Information is any confidential or proprietary information in (a) written form that you 
provide to Exeray in order for Exeray to fulfill your orders and provide products and services to you under 
this agreement, and (b) oral form that you provide to Exeray in order to receive Support Services; as long as 
you notify Exeray at the time of disclosure that such information is to be treated as confidential under this 
agreement. However, Feedback is not your Confidential Information. Also, Confidential Information does 
not include any of the following:
a.	information that has become generally available to the public, through no fault of yours (in the case 
of Exeray Confidential Information) or Exeray (in the case of your Confidential Information) and 
that is not still regarded as a trade secret under laws governing information that was negligently or 
maliciously distributed;
b.	information that the receiving party had already obtained in a tangible form, through lawful means, 
before obtaining it under this agreement;
c.	information that the receiving party developed independently, without the use of any materials or 
information obtained from the other party in connection with this agreement;
d.	information that the receiving party has lawfully obtained, in a tangible form, from a third party that 
had the right to provide it to the receiving party; or
e.	information that the disclosing party releases for publication in writing.

Documentation means any user manuals, reference manuals, release, application and methodology notes, 
written utility programs, and other materials in any form provided by Exeray for use with a Licensed 
Product.

Error means a defect in a Licensed Product that causes it to deviate substantially from the specifications in 
the corresponding Documentation.

Feedback means any ideas or suggestions you voluntarily provide to Exeray (in any manner, whether in 
writing or orally or otherwise) regarding the Licensed Products, Documentation, or design techniques, 
including possible enhancements or improvements.

Fees means the amounts you must pay when you purchase license of products and services from Exeray 
under this agreement, as identified in each Purchase Agreement.

License Key means a document either in physical or electronic format provided by Exeray that identifies: (a) 
the Licensed Product licensed to you;  (b) the identity and/or number of authorized nodes.

Purchase Agreement means the applicable Exeray sales quotation, conditions and terms that are related to 
the products and services that you have licensed or purchased, including pricing information.

You  means the entity that signs or agrees to this agreement as the customer.