PLEASE READ THIS LICENSE AGREEMENT BEFORE USING THE PRODUCT. BY USING THE PRODUCT, CUSTOMER 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 CUSTOMER DOES NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN IT MUST NOT USE THE PRODUCT. This License Agreement (“Agreement”) is between Jelastic, Inc. (“Jelastic”) and the user of Jelastic product that accepts the terms of this Agreement (“Customer”). The effective date of this Agreement ('Effective Date') is the date that Customer accepts this Agreement by using the Jelastic Products 1. License. 1.1 Grant of License. Subject to all of the terms and conditions of this Agreement, Jelastic grants to Customer a non-transferable, non-sublicensable, non-exclusive perpetual license to install the Jelastic IntelliJ IDEA plugin software products (“Products”) and for Customer’s employees to use the Products for Customer’s own internal use, but only in accordance with (i) the technical specification documentation generally made available by Jelastic to its customers with regard to the Products (“Documentation”), and (ii) this Agreement. The Products shall also include upgrades, if any, of the same Products provided by Jelastic to Customer. 1.2 License Restrictions. Customer shall not, on its own or through any parent, subsidiary, affiliate, agent or other third party: (i) sell, lease, license, distribute, sublicense or otherwise transfer in whole or in part, any of the Products or the Documentation to a third party; (ii) decompile, disassemble, translate, reverse engineer or otherwise attempt to derive source code from the Products, in whole or in part, nor will Customer use any mechanical, electronic or other method to trace, decompile, disassemble, or identify the source code of the Products or encourage others to do so; (iii) allow access or permit use of the Products by any third party; (iv) create, develop, license, acquire, use, or deploy any third party software or services to circumvent, enable, modify or provide access, permissions or rights which violate the technical restrictions of the Products, any additional licensing terms provided by Jelastic via Documentation, notification, and/or policy change posted at http://www.Jelastic.com, or the terms of this Agreement; (v) modify or create derivative works based upon the Products; or (vi) disclose the results of any benchmark test of the Products to any third party without Jelastic’ prior written approval. 2. Ownership. Notwithstanding anything to the contrary contained herein, except for the limited license rights expressly provided herein, Jelastic has and will retain all rights, title and interest in and to the Products (including, without limitation, all patent, copyright, trademark, trade secret and other intellectual property rights) and all copies, modifications and derivative works thereof created by Jelastic. Customer acknowledges that it is obtaining only a limited license right to the Products. 3. Term of Agreement. 3.1 Term. This Agreement is effective as of the Effective Date and shall continue unless terminated earlier as provided hereunder (the “Term”). Either party may terminate this Agreement (i) upon thirty (30) days prior written notice to the other party; or (ii) if the other party: (a) fails to cure any material breach of this Agreement within thirty (30) days after written notice of such breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party (and not dismissed within 60 days thereafter). Termination is not an exclusive remedy and the exercise by either party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise. 3.2 Effects of Termination. Upon expiration or termination of this Agreement for any reason: (a) Customer will return to Jelastic the Confidential Information that it obtained during the course of this Agreement; and (b) Customer must certify in writing to Jelastic that it has returned or destroyed all Jelastic’ Confidential Information. 3.3 Survival. Sections 1.2 (License Restrictions), 2 (Ownership), 3 (Term of Agreement), 4 (Disclaimer), 6 (Limitation of Remedies and Damages), and 7 (General) shall survive any termination or expiration of this Agreement. 4. Disclaimer. THE PRODUCTS AND SUPPORT ARE PROVIDED “AS IS”. Jelastic DOES NOT WARRANT THAT THE PRODUCTS AND SUPPORT FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT WILL OPERATE UNINTERRUPTED OR THAT THEY WILL BE FREE FROM DEFECTS OR THAT THE PRODUCTS ARE DESIGNED TO MEET CUSTOMER’S BUSINESS REQUIREMENTS. NEITHER Jelastic NOR ITS SUPPLIERS MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE LIMITED WARRANTY PERIOD. CUSTOMER ACKNOWLEDGES THAT THE PRODUCTS ARE NOT INTENDED FOR USE IN CONNECTION WITH ANY HIGH RISK OR STRICT LIABILITY ACTIVITY (INCLUDING, WITHOUT LIMITATION, AIR OR SPACE TRAVEL, POWER PLANT OPERATION, OR LIFE SUPPORT OR EMERGENCY MEDICAL OPERATIONS) AND THAT Jelastic MAKES NO WARRANTY AND SHALL HAVE NO LIABILITY IN CONNECTION WITH ANY USE OF THE PRODUCTS IN SUCH SITUATIONS. 5. Limitation of Remedies and Damages. 5.1 Jelastic SHALL NOT BE LIABLE FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. 5.2 The provisions of this Section allocate risks under this Agreement between Customer and Jelastic. 5.3 NEITHER PARTY SHALL BRING ANY CLAIM BASED ON THE PRODUCTSPROVIDED HEREUNDER MORE THAN EIGHTEEN (18) MONTHS AFTER THE CAUSE OF ACTION ACCRUES. 6. General. 6.1 Severability. If any provision of this Agreement is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect. 6.2 Governing Law; Jurisdiction and Venue. This Agreement shall be governed by the laws of the State of New York and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act (UCITA). The jurisdiction and venue for actions related to the subject matter hereof shall be the New York state and United States federal courts located in New York, New York, and both parties irrevocably consent to such personal jurisdiction of such courts and waive all objections thereto. 6.3 Attorneys’ Fees and Costs. The prevailing party in any action to enforce this Agreement will be entitled to recover its attorneys’ fees and costs in connection with such action. 6.4 Notices and Reports. Any notice or report hereunder shall be in writing to the notice address as set forth in writing by the parties and shall be deemed given upon delivery if sent by: (i) personal delivery; (ii) certified or registered U.S. mail (return receipt requested); or (iii) overnight commercial delivery service. 6.5 Amendments; Waivers. No supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. No provision of any business form employed by Customer will supersede the terms and conditions of this Agreement, and any such document relating to this Agreement shall be for administrative purposes only and shall have no legal effect. 6.6 Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. No amendment, modification or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties. 6.7 Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent. 6.8 Force Majeure. Jelastic shall not be liable for any failure to perform any obligation under this Agreement if the failure is due to events which are beyond the reasonable control of Jelastic, including but not limited to any strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or of telecommunications or data networks or services, or refusal of approval of a license by a government agency. 6.9 Government Regulation. Customer may not export or re-export the Products except in compliance with the United States Export Administration Act and the related rules and regulations and similar non-U.S. government restrictions, if applicable. 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. 6.10 Customer Acknowledgement. Customer agrees that Jelastic may from time to time identify Customer (with Customer’s name, logo, or trademark) as a Jelastic customer in or on Jelastic’ website, sales and marketing materials, or press releases. Jelastic may not use Customer’s name, logo, or trademark for any other purpose without obtaining Customer’s prior written consent. 6.11 Third-Party Code. The Products may contain or be provided with certain third-party code. Such third-party code is licensed under the terms of the applicable license conditions and/or copyright notices that can be found in the license’s file, the Documentation or other materials accompanying the Products. 6.12 Assignment. Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, which shall not be unreasonably withheld, and any such assignment in violation of this Section shall be void, except that the transfer of this Agreement or rights granted hereunder to a successor entity in the event of a merger, corporate reorganization, or acquisition shall not constitute an assignment for purposes of this Section. This Agreement shall inure to the benefit of and be binding upon the parties hereto, and their successors and permitted assigns. 6.13 Headings. The headings in this Agreement are for purposes of reference only and will not in any way limit or affect the meaning or interpretation of any of the terms hereof.