License Agreement

SCALEOUT SOFTWARE END USER LICENSE AGREEMENT

YOU SHOULD CAREFULLY READ THE FOLLOWING BEFORE INSTALLING THIS
SOFTWARE PRODUCT FROM SCALEOUT SOFTWARE, INC.

This ScaleOut Software End User License Agreement ("EULA") is a legal
agreement between you and ScaleOut Software, Inc. ("ScaleOut") for
ScaleOut's software products, including ScaleOut StateServer®,
ScaleOut SessionServer™, ScaleOut GeoServer®, ScaleOut GeoServer® DR,
ScaleOut Remote Client, ScaleOut ComputeServer®, ScaleOut
StreamServer®, ScaleOut Management Pack™, ScaleOut hServer®, ScaleOut
In-Memory Database™ and other software products of ScaleOut licensed
by you, which includes computer software and its on-line
documentation, and all updates, enhancements, hot fixes or other
releases provided to you by ScaleOut (together, the "Software") and
any support related to the Software provided by ScaleOut.

As used in this EULA, the term "Computer" is defined as a physical
computer or a virtual server running on a physical computer or on a
cloud service, such as Microsoft Azure.

By clicking on the AGREE button, or installing, copying, or otherwise
using the Software, you agree to be bound by the terms of this EULA
for both evaluation use and use after subsequent purchase, if
applicable. If you do not agree with this EULA, you are not authorized
to install or use the Software, and you must remove the Software from
your system.

An electronic copy of this EULA will be provided to you upon
installation of the Software as part of the on-line documentation.

1. GRANT AND TERM OF LICENSE.

1.1 Evaluation Period. Subject to your compliance with the terms of
this EULA, ScaleOut grants to you a non-exclusive, non-transferable
and royalty-free right to install and use the Software solely for your
lawful use for the 30 days after the first day you install the
Software on your Computers (the "Evaluation Period"). Such license
grant is subject to the following conditions:

a. you must obtain from ScaleOut a valid and unique alphanumeric code
("Evaluation License Key") to activate the Software. The Evaluation
License Key may not be disclosed, in writing, electronically or
otherwise, to any third party or to the public in general;

b. the Software may be installed only on Computers controlled by you;

c. you may construct and operate exactly one (1) "Store", as defined
by the Software documentation, with the Software;

d. you may install and operate ScaleOut Remote Client and its
associated client libraries on an unlimited number of Computers, but
you may not use ScaleOut Remote Client to connect to a Store from more
Remote Client Computers than specified in your Evaluation License Key;
and

e. at the end of the Evaluation Period you must pay a license fee as
described below or cease use of the Software and destroy all copies in
your possession;

f. you are responsible for all fees required by a cloud service, such
as Microsoft Azure, to host the Software.

The Software will stop functioning properly at the end of the
Evaluation Period unless you obtain a valid License Key.

1.2 Paid License Key. After the Evaluation Period expires, you must
obtain, in exchange for a fee ("License Fee") to be paid to ScaleOut
or to its authorized reseller in the amount specified by ScaleOut or
by its authorized reseller, a valid and unique alphanumeric code
("License Key") from ScaleOut prior to continuing to use the
Software. Each License Key will cover a specified period of time
during which you may use the Software, which period of time is called
the "License Term." Upon receipt of the License Key from ScaleOut, and
subject to your compliance with the terms of this EULA, ScaleOut
grants to you a non-exclusive, non-transferable and prepaid right to
install and use the Software during the License Term solely for your
lawful use. Such license grant is subject to the following conditions:

a. the Software may be installed only on Computers controlled by you;

b. you may construct and operate exactly one (1) "Store", as defined
by the Software documentation, with the Software;

c. you may install and operate ScaleOut Remote Client on an unlimited
number of Computers, but you may not use ScaleOut Remote Client to
connect to a Store from more Remote Client Computers than specified in
your Paid License Key;

d. you use the Software solely in accordance with the size, user and
other restrictions for the valid License Key that you receive from
ScaleOut. ScaleOut may from time to time replace the License Key by
notifying you that the old License Key is invalid. Upon certification
from you that you have destroyed all copies of the invalid License
Key, ScaleOut will give you a new, valid License Key; and

e. you do not disclose, in writing, electronically or otherwise, to
any third party or to the public in general, any License Key.

The Software will stop functioning properly at the end of the License
Term, unless you purchase a perpetual License Key.

1.3 Term. The Software and the right to use the Software are not
transferable and if you transfer the Software to any other party, your
license is automatically terminated. The license granted in this EULA
shall continue until the expiration of the License Term, and it will
terminate automatically if you fail to comply with any provision of
this EULA. Upon any termination of the license, or if you should give
up your use and control of the Computers on which the Software is
installed, you agree to destroy all copies of the Software and any
related materials in any form. The provisions of Sections 3, 5, 8 and
10 shall survive termination of the license.

1.4 Open Source License. Notwithstanding the above, the ScaleOut
hServer Java API library and the C++ API libraries are instead made
available pursuant to the terms of the Apache License, Version
2.0. The ScaleOut In-Memory Database open-source Redis commands are
made available pursuant to the terms of the Redis license
(https://redis.io/docs/about/license/).

2. COPYING AND COPYRIGHT.

The Software is owned by ScaleOut or its licensors and is protected by
United States copyright laws and international treaty
provisions. Therefore, you must treat the Software like any other
copyrighted material (e.g. a book or musical recording) except that
you may make copies of the Software which include all copyright and
trademark notices for installation, backup, and archival purposes
only. Solely with respect to electronic documents included with the
Software, you may make an unlimited number of copies (either in hard
copy or electronic form), provided that such copies include all
copyright and trademark notices and are used only for internal
purposes and are not republished or distributed to any third
party. You may not use the Software for purposes other than as
authorized in this EULA or knowingly permit anyone else to do so.

3. OTHER CONDITIONS.

The Software and License Key are confidential information of ScaleOut
or its licensors and shall not be disclosed by you to any third
party. You may not modify, translate, reverse engineer, decompile,
disassemble or create derivative works based on the Software or
License Key, remove any proprietary notices or labels, or continue use
of a License Key after receiving notice from ScaleOut that it is
invalid, or knowingly permit anyone else to do so. All applicable
rights to patents, copyrights, trademarks and trade secrets in the
Software or any modifications to it shall be and remain the property
of ScaleOut or its licensors. You may not redistribute any portion of
the Software. You may not rent or lease the Software. ScaleOut
reserves all rights not expressly granted to you.

4. ACCESS OBLIGATIONS.

You are responsible for obtaining and maintaining at your own expense
all telephone or other communications links, computer hardware and
other equipment or facilities needed for access to and use of the
Software.

5. NO WARRANTIES, INDEMNITIES OR LIABILITIES.

THE SOFTWARE AND SUPPORT IS PROVIDED TO YOU "AS-IS" AND WITHOUT
WARRANTY OR INDEMNITY OF ANY KIND, EXPRESS, IMPLIED OR OTHERWISE,
INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR WARRANTY OF ACCURACY OR
COMPLETENESS OF ANY RESPONSES OR RESULTS. THE ENTIRE RISK AS TO THE
QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH YOU AND SHOULD EITHER
PROVE DEFECTIVE, YOU (AND NOT SCALEOUT, ITS AFFILIATES, AGENTS, OTHER
LICENSEES AND LICENSORS) ASSUME THE ENTIRE COSTS OF SERVICING, REPAIR
OR CORRECTION OF SUCH DEFECTS. IN NO EVENT SHALL SCALEOUT BE LIABLE TO
YOU OR ANYONE ELSE FOR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT OR
CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER,
INCLUDING WITHOUT LIMITATION, FOR LOSS OF BUSINESS PROFITS, BUSINESS
INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR THE CLAIMS OF THIRD
PARTIES, WHETHER OR NOT SCALEOUT HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH LOSS, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, ARISING
OUT OF OR IN CONNECTION WITH THE POSSESSION, USE OR PERFORMANCE OF
THIS SOFTWARE OR ANY SUPPORT.

6. CONSTRUCTION.

ScaleOut is willing to license the Software to you only in
consideration of and in reliance upon the provisions of this EULA
limiting the exposure of ScaleOut to liability. Such provisions
constitute an essential part of the bargain underlying this EULA and
have been reflected in the License Fee and in other consideration
specified in this EULA.

7. U.S. GOVERNMENT RIGHTS.

If you are acquiring the Software on behalf of any part of the United
States Government, the Software is provided with RESTRICTED
RIGHTS. Use, duplication or disclosure by the Government is subject to
restrictions as set forth in subparagraphs (c)(1) and (2) of the
Commercial Computer Software – Restricted Rights clause at 48 CFR
52.227-19.

8. COMPLIANCE.

You agree to use all reasonable efforts to ensure that persons
employed by you or under your direction and control abide by the terms
and conditions of this EULA.

9. SUPPORT.

No support or maintenance is included with the License Fee. Users who
desire support and maintenance must purchase a subscription for
support and maintenance from ScaleOut. A description of support
offerings and service levels can be found at:
https://www.scaleoutsoftware.com/media/PDF/ScaleOutSoftware_Support_Options.pdf
Support and maintenance subscriptions are provided under the terms of the
ScaleOut Software Support and Maintenance Subscription Agreement.

10. GENERAL.

This EULA is governed by the laws of the State of Washington.

This EULA is the entire agreement between ScaleOut and you and
supersedes any other communications or advertising with respect to the
Software or support, including without limitation any terms and
conditions on any purchase order, all of which are expressly
rejected. If any provision of this EULA is held unenforceable, that
provision shall be enforced to the maximum extent permissible so as to
give effect to the intent of the parties, and the remainder of this
EULA shall continue in full force and effect. The headings used in
this EULA are for convenience only, and shall not be given any legal
import. Any item or service furnished by ScaleOut or its or their
respective affiliates, agents, licensees and licensors in furtherance
of this EULA, although not specifically identified in it, shall
nevertheless be covered by this EULA unless specifically covered by
some other written or electronic agreement accepted by you and an
authorized representative of ScaleOut. You agree to comply with all
U.S., foreign and local laws and regulations which apply to your use
of the Software including without limitation, export control laws and
regulations. ScaleOut has the right to assign, either directly or as a
result of a change of control or by operation of law or otherwise, its
rights and obligations under this EULA.

All correspondence regarding this EULA shall be directed to ScaleOut
by U.S. Mail to the following address: ScaleOut Software, Inc., 12725
SW Millikan Way, Suite 270, Beaverton, OR 97005, U.S.A.

**** END OF THE SCALEOUT SOFTWARE END USER LICENSE AGREEMENT ****
