END USER SOFTWARE LICENSE (last updated December 14, 2016)

IMPORTANT – READ BEFORE INSTALLING OR OPERATING THIS PRODUCT

LICENSEE AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT (THE “LICENSE”) BY INSTALLING, HAVING INSTALLED, COPYING, OR OTHERWISE USING THE PRODUCT. IF LICENSEE DOES NOT AGREE, DO NOT INSTALL OR USE THE PRODUCT.

1. Scope. This License applies to the software product (“Software”) you have licensed from F5 Networks, Inc. (“F5”) as a service in a cloud or similar environment. This License is a legal agreement between F5 and the single entity (“Licensee”) that has acquired the Software from F5 under these terms and conditions. The Software incorporates certain third party software programs subject to the terms and restrictions of the applicable licenses identified herein.

2. License Grant. Subject to the terms of this License, F5 grants to Licensee a non-exclusive, non-transferable license to use the Software, during the term for which Licensee has paid the required license fees for the then current billing period, in object code form for Licensee’s internal business purposes. Other than as specifically described herein, no right or license is granted to any of F5’s trademarks, patents, copyrights, or other intellectual property rights and F5 retains all rights not granted herein. The Software incorporates certain third party software, which is used subject to licenses from the respective owners. The protections given to F5 under this License also apply to the suppliers of this third party software.

Licensee understands that by using the Software, Licensee consents and agrees to the collection and use of certain information, including but not limited to disk configuration, memory amount, as well as periodic updates for software, databases, etc. Licensee further consents and agrees that the Software may collect, use, transmit to F5, process and maintain information related to the Software for purposes of providing the Software, and any features therein. Information collected by the Software and transmitted to F5 may also include technical or diagnostic information related to Licensee’s use that may be used by F5 to support, improve and enhance F5’s products and services. Licensee may opt out of the collection and use of such information by configuring the Software to disable these features.

3. Payment and Taxes. The license fees payable to the Cloud Provider is exclusive of any sales or use or other taxes or governmental charges. License fees will be based upon the Licensee’s use of the Software as a service in a cloud or similar environment. Licensee shall pay the required license fees plus any applicable sales or use taxes or other charges to the cloud or similar environment provider in which the Software is hosted (“Cloud Provider”). The License fees payable to the Cloud Provider is exclusive of any sales or use or other taxes or governmental charges. Licensee shall be responsible for payment of all such taxes or charges except for any taxes based solely on F5’s net income. If Licensee is required to pay taxes based on this license, Licensee shall pay such taxes with no reduction or offset in the amounts payable to the Cloud Provider.

4. Restrictions.

(a) The Software, documentation and the associated copyrights and other intellectual property rights are owned by F5 or its licensors and are protected by law and international treaties. Licensee may not copy or translate the documentation provided with the Software or available online at http://askf5.com (“Documentation”) without F5’s prior, written consent. Licensee may install, use, access, display and run the Software only in the manner in which it has been licensed as indicated herein and in the applicable purchase order, quote or the license file for such Software or Software, including but not limited to any restrictions on number of protected applications, number or type of licensed devices, number of authorized copies or instances, number of users, bandwidth, non-production use, database or location restrictions. Licensee further agrees that it will not defeat, circumvent or disable any copy protection mechanism or mechanism in the Software used to limit license duration or access to non-licensed functionality or capacity, and that any such attempt will be a material breach of this Agreement. F5 reserves the right to audit Licensee’s use of the Software or authorize others to conduct such an audit on its behalf and to disable any application or functionality that has not been specifically licensed, in addition to any other rights and remedies available to F5.

(b) Licensee may only install and use the Software in object code form in the Cloud Provider’s environment. Licensee agrees that it will not transfer the Software out of such licensed hosted cloud or similar environment. Licensee may use multiple instances of the same Software in object code format in the Cloud Provider’s environment, paying for each instance separately. F5 may restrict Licensee’s use of the Software, by at least one of the following locking methods: (i) an instance identifier; (ii) hypervisor in use; (iii) a bridge; and/or (iv) Media Access Control (MAC) address. Licensee agrees that it will not attempt to circumvent any of the foregoing license key restrictions or to have others do so on its behalf.

(c) Certain portions of the Software include third party software modules, including but not limited to, MySQL licensed from MySQL AB and JavaTM licensed from Oracle America, Inc., and are subject to additional limitations imposed by those third parties (“Restricted Third Party Software”). Certain portions of the Software may also include geographical or other data (“Data”). Licensee agrees that it will only use such Restricted Third Party Software or Data in conjunction with the Software and not as standalone software. Licensee will not (i) copy the Restricted Third Party Software or Data onto any public or distributed network; (ii) use the Restricted Third Party Software or Data separately to operate in or as a time-sharing, outsourcing, service bureau, application service provider or managed service provider environment; (iii) use the Restricted Third Party Software or Data as a general server, as a standalone application or with applications other than the Software under this license; (iv) change any proprietary rights notices which appear in the Restricted Third Party Software or Data; or (v) modify the Restricted Third Party Software or Data.

(d) Licensee may not copy (except to make one archival copy for backup and disaster recover purposes), modify, sell, sub-license, rent or transfer the Software, Data or any associated Documentation to any third party. Licensee may not disassemble, reverse compile or reverse engineer the Software or any Data incorporated in the Software or encourage others to do so except as required by law for interoperability purposes, and then only after Licensee has given Supplier an opportunity to provide information or software necessary to resolve such interoperability issues.

5. Export Control. F5’s standard Software incorporates cryptographic software. Licensee agrees to comply with the Export Administration Act, the Export Control Act, all regulations promulgated under such Acts, and all other US government regulations relating to the export of technical data and equipment and products produced therefrom which are applicable to Licensee. Licensee further agrees not to disclose or transmit to F5 any information that requires that access to such information be limited to CONUS-based personnel or US Nationals, including information covered by any export licensing, reporting, or other obligations under any U.S. federal or state laws, regulations, or requirements. In countries other than the US, Licensee agrees to comply with the local regulations regarding importing, exporting or using cryptographic software. Licensee agrees it will not export or re-export the Software to any country, person, or entity subject to U.S. export restrictions. Specifically, Licensee agrees not to export or re-export the Software: (i) to any country to which the U.S. has embargoed or restricted the export of goods or services, or to any national of any such country, wherever located, who intends to transmit or transport the Software back to such country; (ii) to any person or entity who Licensee knows or has reason to know will utilize the Software or portion thereof in the design, development or production of nuclear, chemical or biological weapons; or (iii) to any person or entity who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government, including but not limited to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders. By installing or using the Software, Licensee represents and warrants that it is not located in, under control of, or a national or resident of any such country or on any such list.

6. Warranty Disclaimer. The Product is provided “AS IS” and possibly with faults. F5 AND ITS THIRD PARTY LICENSORS DISCLAIMS ANY AND ALL WARRANTIES AND GUARANTEES, EXPRESS, IMPLIED OR OTHERWISE, ARISING, WITH RESPECT TO THE SOFTWARE, DATA, SPECIFICATIONS, OR DOCUMENTATION DELIVERED HEREUNDER, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT OR TITLE AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. F5 MAKES NO WARRANTY CONCERNING THE COMPLETENESS OR ACCURACY OF THE DATA OR INFORMATION OBTAINED OR DERIVED THROUGH THE USE OF THE DATA INCLUDED IN THE SOFTWARE AND THE DATA IS PROVIDED “AS IS”. F5 HAS NOT AUTHORIZED ANYONE TO MAKE ANY REPRESENTATIONS OR WARRANTIES OTHER THAN AS PROVIDED ABOVE OR TO OTHERWISE MODIFY THE TERMS OF THIS LICENSE. LICENSEE WILL USE THE PRODUCT AT ITS OWN RISK. NEITHER F5 NOR ITS THIRD PARTY LICENSORS WILL BE LIABLE TO LICENSEE FOR ANY INDIRECT DAMAGES INCURRED IN USING THE PRODUCT. IN NO EVENT WILL F5 OR ITS THIRD PARTY LICENSORS BE LIABLE FOR LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, NOR FOR PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES OF ANY KIND, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. Notice to U.S. Government End Users. The Software and Documentation qualify as “commercial items,” as that term is defined at Federal Acquisition Regulation (“FAR”) (48 C.F.R.) 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in FAR 12.212. Consistent with FAR 12.212 and DoD FAR Supp. 227.7202-1 through 227.7202-4, and notwithstanding any other FAR or other contractual clause to the contrary in any agreement into which this End User License Agreement may be incorporated, Licensee may provide to Government end user or, if this Agreement is direct, Government end user will acquire, the Software and Documentation with only those rights set forth in this End User License Agreement. Use of either the Software or Documentation or both constitutes agreement by the Government that the Software and Documentation are “commercial computer software” and “commercial computer software documentation” and constitutes acceptance of the rights and restrictions herein.

8. LIMITATION OF REMEDY. THE COLLECTIVE LIABILITY OF F5 AND ITS THIRD PARTY LICENSORS UNDER THIS LICENSE WILL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. F5 AND ITS THIRD PARTY LICENSORS WILL NOT HAVE ANY OBLIGATION OR LIABILITY, WHETHER ARISING IN CONTRACT (INCLUDING WARRANTY), TORT (INCLUDING ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE, STRICT LIABILITY OR PRODUCT LIABILITY) OR OTHERWISE FOR ANY PUNITIVE, EXEMPLARY, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF REVENUE, LOSS OF BUSINESS OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE OR OTHER GOODS OR SERVICES FURNISHED TO LICENSEE BY F5, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY LAW, F5’S THIRD PARTY LICENSORS WILL NOT HAVE ANY LIABILITY FOR ANY DIRECT DAMAGES OF ANY KIND UNDER THIS LICENSE AGREEMENT. THE LIMITATIONS CONTAINED IN THIS SECTION WILL APPLY NOTWITHSTANDING ANY FAILURE OF AN ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED UNDER ANY TERM OF THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN THOSE JURISDICTIONS, SUCH INAPPLICABILITY WILL NOT AFFECT THE REMAINDER OF THE PROVISIONS IN THIS SECTION.

9. Non-Production Use Software. If Licensee licenses F5 Software designated as “non-production,” “non-commercial,” “lab” or “development” Software in the applicable purchase order, quote or the license file for such Software or Software (“Non-Production Software”), Licensee may use the Software included with such Software to conduct testing and development in Licensee’s non-production environment only and not to manage data traffic or applications in the ordinary course of Licensee's business. Licensee agrees that any use of Non-Production Software in violation of the preceding sentence is a material breach of this Agreement.

10. Termination. The license granted in Section 2 is effective until terminated and will automatically terminate if Licensee fails to comply with any of the terms and conditions set forth herein. Upon termination, Licensee will destroy the Software and documentation and all copies or portions thereof.

11. Support. Maintenance and support of the Software is not provided under this License and is subject to F5’s support policies available at http://www.f5.com/about/guidelines-policies/ and http://askf5.com, and the applicable fees, if any Where Licensee has maintenance and support for a Software, the term Software under this License will include any published updates, corrections, new releases and new versions of such Software (collectively “Updates”), provided that Licensee is otherwise entitled to access and use such Updates pursuant to the applicable maintenance and support contract. Licensee may only use the Updates on Software for which Licensee is the original end user or other Software which include Software to which Licensee holds a valid license, and only on equipment for which Licensee has purchased maintenance and support.

12. Miscellaneous. This License will be governed by the laws of the State of Washington, USA without regard to its choice of law rules. The provisions of the U.N. Convention for the International Sale of Goods and the Uniform Computer Information Transactions Act, in whatever form adopted, will not apply and the parties specifically opt out of the application of such laws. In the event of any dispute arising out of or relating to this Agreement, the parties shall seek to settle the dispute via direct discussions.  If a dispute cannot be settled through direct discussions, the parties agree to first endeavor to settle the dispute via voluntary non-binding mediation, before resorting to arbitration.  A mediator will be selected by voluntary agreement of both parties, or in the event both parties cannot agree on a mediator, a mediator will be selected in accordance with the rules of JAMS.  The mediation shall be held in Seattle, Washington.  Each party shall bear its own costs and expenses and an equal share of the administrative and other fees associated with the mediation. Any dispute that remains unresolved following mediation shall be settled by arbitration administered by the JAMS in accordance with its Comprehensive Arbitration Rules.  The place of arbitration shall be Seattle, Washington.  Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.  The arbitrator(s) shall award to the prevailing party, if any, as determined by the arbitrator(s), all of its costs and fees.  "Costs and fees" mean all reasonable pre-award expenses of the arbitration, including the arbitrators' fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, witness fees, and attorneys' fees.  In rendering the award, the arbitrator(s) shall determine the rights and obligations of the parties according to the substantive and procedural laws of the State of Washington. The foregoing alternative dispute resolution provisions will not apply to claims or actions related to the infringement, misappropriation or violation of F5’s intellectual property rights or those of its third party licensors and such actions may be brought in any court of competent jurisdiction. Any provisions found to be unenforceable will not affect the enforceability of the other provisions contained herein, but will instead be replaced with a provision as similar in meaning to the original as possible. This License constitutes the entire agreement between the parties with regard to its subject matter. No modification will be binding unless in writing and signed by the parties. In the event of a conflict between this License and any other agreement relating to the Software, the terms set forth in this License shall control.

13. Acknowledgements. The Software includes Data and software developed by third parties subject to separate licenses. The third party software is identified in the Product’s applicable Open Source Notices and Acknowledgments document available at http://askf5.com.

14. Open Source Components. Certain portions of the Software ("Open Source Components") are licensed under the terms of applicable open source licenses, such as the BSD license, Apache license, the Lesser GNU General Public License, the GNU General Public License, Mozilla Public License, Eclipse Public License, or any other such license. Your use of each Open Source Component is subject to the terms of each applicable license.  Any other software code that is not part of the Open Source Components is subject to the restrictions set forth elsewhere in this License.  Furthermore, those portions of the Software that are part of the Open Source Components are subject to the remaining terms and conditions of the License to the extent that those terms are not inconsistent with the terms of the applicable licenses of the Open Source Components.