DEVELOPER LICENSE AGREEMENT PLEASE READ THIS DEVELOPER LICENSE AGREEMENT BEFORE USING THE PRODUCTS. BY USING THE PRODUCTS, DEVELOPER SIGNIFIES ITS ASSENT TO THIS AGREEMENT. IF YOU ARE ACTING ON BEHALF OF AN ENTITY, THEN YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ENTITY. IF DEVELOPER DOES NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN IT MUST NOT USE THE PRODUCTS. This Developer License Agreement is between Nginx, Inc. ("Nginx"), with its principal place of business at 85 Federal Street, San Francisco, CA 94107, USA and the user of Nginx's Products that accepts the terms of this Agreement ("Developer"). The effective date of this Agreement ("Effective Date") is the date that Developer uses Nginx's Product. Capitalized terms have the meanings set forth in the sections in which they are used and in Section 9 below. 1. License Grant and Restrictions. 1.1 Subject to the terms and conditions of this Agreement, Nginx grants to Developer, during the Term a limited, non-exclusive and nontransferable license to use the Documentation and Products, in object code form, solely for development purposes. In no event may Developer use the Products for production purposes under the terms of this Agreement. 1.2 Except as otherwise expressly permitted in this Agreement, Developer shall not itself, or through any parent, subsidiary, affiliate, agent or other third party: (a) sell, lease, license, distribute, sublicense or otherwise transfer in whole or in part, any Products or the Documentation to a third party; (b) decompile, disassemble, translate, reverse engineer or otherwise attempt to derive source code from the Products; (c) allow access or permit use of the Products by any third party except authorized third-party contractors solely to provide services to Developer, provided that Developer shall be liable for all acts and omissions of such authorized third-party contractors; (d) circumvent the license keys embedded within the Products or the Product repository; (e) circumvent or alter the activation process in place with respect to the Products; (f) claim certification by Nginx of applications or solutions developed with the Products; (g) modify or create derivative works based upon the Products or Documentation; (h) disclose the results of any benchmark test of the Products to any third party; or (i) change any proprietary rights notices which appear in the Products or Documentation. 1.3 Copies. Developer may make up to two copies of the Products for backup and/or archival purposes. 1.4 Open Source Software. The Products may include individual open source software components, each of which has its own copyright and its own applicable license conditions. These open source software components are licensed to Developer under the terms of the applicable open source license conditions and/or copyright notices that can be found in the licenses file, the Documentation or other materials accompanying the Products. 2. Audit. During the Term and for one (1) year following termination or expiration (but no more than once in a calendar year), Nginx and its auditors may inspect Developer's records relating to its reproduction and use of the Products for the purposes of verifying Developer's compliance with this Agreement. Developer shall cooperate fully with Nginx and its auditors in conducting audits and provide reasonable assistance. If it is found that Developer has used the Products in violation of the terms of this Agreement, in additional to all other rights to which Nginx may be entitled, Developer shall promptly reimburse Nginx for the cost of the audit. 3. Ownership. Notwithstanding anything to the contrary, except for the limited license rights expressly provided in this Agreement, Nginx has and will retain all rights, title and interest in and to the Products and Documentation (including, without limitation, all patent, copyright, trademark, trade secret and other intellectual property rights) and all copies, modifications and derivative works thereof. Developer acknowledges that it is obtaining only a limited license right to the Products and that irrespective of any use of the words "purchase," "sale," or like terms hereunder no ownership rights are being conveyed to Developer under this Agreement or otherwise. 4. Warranty Disclaimer. THE PRODUCTS AND DOCUMENTATION ARE PROVIDED "AS-IS" AND NGINX AND ITS SUPPLIERS MAKE NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INTEGRATION, NON-INFRINGEMENT, TITLE, PERFORMANCE, AND ACCURACY AND ANY IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING DISCLAIMER, THE PRODUCTS AND DOCUMENTATION ARE NOT DESIGNED, MANUFACTURED OR INTENDED FOR USE IN THE PLANNING, CONSTRUCTION, MAINTENANCE, CONTROL, OR DIRECT OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION, CONTROL OR COMMUNICATION SYSTEMS, WEAPONS SYSTEMS, OR DIRECT LIFE SUPPORT SYSTEMS. NGINX DOES NOT WARRANT THAT THE PRODUCTS WILL OPERATE UNINTERRUPTED OR BE FREE FROM DEFECTS OR THAT THE PRODUCTS ARE DESIGNED TO MEET DEVELOPER'S REQUIREMENTS. DEVELOPER ACKNOWLEDGES THAT NGINX HAS NO RESPONSIBILITY FOR ANY HARDWARE ON WHICH DEVELOPER INSTALLS OR EXECUTES THE PRODUCTS. 5. Limitation of Liability. IN NO EVENT WILL NGINX OR ITS SUPPLIERS BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, RELIANCE, PUNITIVE, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR INCIDENTAL DAMAGES OF ANY KIND AND HOWEVER CAUSED. IN NO EVENT WILL NGINX'S CUMULATIVE LIABILITY FOR ANY CLAIM ARISING IN CONNECTION WITH THIS AGREEMENT EXCEED ONE THOUSAND DOLLARS (US$1,000). IN NO EVENT WILL NGINX'S SUPPLIERS HAVE ANY LIABILITY FOR ANY CLAIM ARISING IN CONNECTION WITH THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 5 ALLOCATE RISKS UNDER THIS AGREEMENT BETWEEN DEVELOPER, NGINX AND NGINX'S SUPPLIERS. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS IN ITS ESSENTIAL PURPOSE. 6. Term and Termination. This Agreement shall commence on the Effective Date and continue until terminated as set forth in this Agreement ("Term"). Either party may terminate this Agreement in the event that the other party breaches this Agreement and does not cure such breach within thirty (30) days of receipt of written notice. The license granted in Section 1 of this Agreement automatically terminates 12 months from the Effective Date. Upon the termination of such license, Developer must de-install and destroy the Products, all associated Documentation and Nginx Confidential Information and certify such de-installation and destruction in writing to Nginx. Sections 1.2 and 2-9 shall survive the termination of this Agreement. 7. Confidentiality. For a period of five (5) years from the date of disclosure of the applicable Confidential Information, the Receiving Party shall (a) hold the Confidential Information of the Disclosing Party in trust and confidence and avoid the disclosure or release of such Confidential Information to any other person or entity by using the same degree of care as it uses to avoid unauthorized use, disclosure, or dissemination of its own Confidential Information of a similar nature, but not less than reasonable care, and (b) not use the Confidential Information of the Disclosing Party for any purpose whatsoever except as expressly contemplated under this Agreement; provided that, to the extent the Confidential Information constitutes a trade secret under law, the Receiving Party agrees to protect such information for so long as it qualifies as a trade secret under applicable law. The Receiving Party shall disclose the Confidential Information of the Disclosing Party only to those of its employees and contractors having a need to know such Confidential Information and shall be liable for all violations of this Section 7 by its employees and contractors. The obligations under this Section shall not apply to information that the Disclosing Party can demonstrate (i) was in its possession at the time of disclosure and without restriction as to confidentiality, (ii) at the time of disclosure is generally available to the public or after disclosure becomes generally available to the public through no breach of this Agreement or other wrongful act by the Receiving Party, (iii) has been received from a third party without restriction on disclosure and without breach of this Agreement by the Receiving Party, or (iv) is independently developed by the Receiving Party without regard to the Confidential Information. In addition, the Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party gives the Disclosing Party reasonable written notice if legally permitted to do so. Notwithstanding anything to the contrary, Developer acknowledges and agrees that Nginx, its employees and agents shall be free to use and employ their general skills, know-how, and expertise, and to use, disclose, and employ any generalized ideas, concepts, know-how, methods, techniques or skills gained or learned during the course of Nginx's performance under this Agreement. 8. General. 8.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement which does not include the use of the Products in violation of the terms of this Agreement. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. This Agreement supersedes all prior or contemporaneous discussions, proposals and agreements between the parties relating to the subject matter of this Agreement. 8.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining portions shall remain in full force and effect and such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties and shall be reformed to the extent necessary to make such provision valid and enforceable. 8.3 Waiver. No waiver of rights by either party may be implied from any actions or failures to enforce rights under this Agreement. 8.4 Force Majeure. Neither party shall be liable to the other for any delay or failure to perform due to causes beyond its reasonable control. 8.5 No Third Party Beneficiaries. Unless otherwise specifically stated, the terms of this Agreement are intended to be and are solely for the benefit of Nginx and Developer and do not create any right in favor of any third party. 8.6 Governing Law and Jurisdiction. This Agreement shall be governed by the laws of the State of New York, without reference to the principles of conflicts of law. The provisions of the Uniform Computerized Information Transaction Act and United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Any litigation related to this Agreement shall be brought in the state or federal courts located in New York, New York, and only in those courts and each party irrevocably waives any objections to such venue. 8.7 Notices. All notices must be in writing and shall be effective three (3) days after the date sent to the other party's headquarters, Attention Legal Department. 8.8 Government Regulation. Developer agrees to comply with all applicable laws and regulations with respect to its performance under this Agreement, including without limitation, all anti-corruption and export laws. The Products and accompanying Documentation are deemed to be "commercial computer software" and "commercial computer software documentation", respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212(b), as applicable. Any use, modification, reproduction, release, performing, displaying or disclosing of the Products and Documentation by the U.S. Government shall be governed solely by the terms of this Agreement. 8.9 Non-Solicitation. Neither party may hire, or directly or indirectly solicit or employ, any employee or contractor of the other party during the term of this Agreement and for two (2) years after the termination of this Agreement; provided, however, that nothing contained herein will prevent a party from hiring any such employee or contractor who responds to a general hiring program conducted in the ordinary course of business or who approaches such party on a wholly unsolicited basis. 9. Definitions. "Confidential Information" means any and all information or proprietary materials (in every form and media) which should reasonably be considered confidential and which has been or is hereafter disclosed or made available by one party to the other party under this Agreement in connection with the transactions contemplated under this Agreement. "Disclosing Party" means the party to this Agreement disclosing Confidential Information to the other party. "Documentation" means the electronic user and administrative manuals contained within the Products. "Products" means the products licensed by Nginx to Developer. "Receiving Party" means the party to this Agreement receiving Confidential Information from the other party.