Zend Technologies Ltd.
End-User License Agreement
This End-User License Agreement (this "Agreement") is a legal contract between
you, as either an individual or a single business entity, and Zend Technologies
Ltd. and its affiliates ("Zend").
READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY
BEFORE USING ZEND’S PROPRIETARY SOFTWARE (THE "SOFTWARE") IN
THE IBM CLOUD ENVIRONMENT. THE SOFTWARE IS FURTHER DEFINED
IN AN AGREEMENT (AN “ORDER”), ENTERED INTO BETWEEN YOU AND
IBM FOR YOUR USAGE OF THE SOFTWARE, WHICH SETS FORTH
COMMERCIAL TERMS APPLICABLE TO YOUR USE OF THE SOFTWARE IN
THE IBM CLOUD ENVIRONMENT.
THE SOFTWARE IS COPYRIGHTED AND IT IS LICENSED TO YOU UNDER
THIS AGREEMENT AND IS NOT SOLD TO YOU. BY USING THE SOFTWARE
OR BY ENTERING INTO AN ORDER WHICH REFERENCES AND PROVIDES
SOURCE INFORMATION NECESSARY FOR ACCESSING AND REVIEWING
THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS
AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU ACCEPT AND
AGREE TO BE BOUND BY ITS TERMS. IF YOU ARE NOT WILLING TO BE
BOUND BY THE TERMS OF THIS AGREEMENT, YOU SHOULD TERMINATE
THE DEPLOYMENT PROCESS, AND REFRAIN FROM ACCESSING OR
USING THE SOFTWARE. THIS AGREEMENT, INCLUDING ANY ORDERS,
REPRESENTS THE ENTIRE AGREEMENT BETWEEN YOU AND ZEND
CONCERNING THE SOFTWARE, AND THIS AGREEMENT SUPERSEDES
AND REPLACES ANY PRIOR PROPOSAL, REPRESENTATION, OR
UNDERSTANDING YOU MAY HAVE HAD WITH ZEND RELATING TO THE
SOFTWARE UNLESS YOU HAVE ENTERED INTO A SEPARATE WRITTEN
AGREEMENT SIGNED BY ZEND OR IBM THAT EXPRESSLY AMENDS THIS
AGREEMENT.

1. License
1.1. Grant of License. Zend hereby grants to you, and you accept, a limited,
nonexclusive, non-transferable license to use the Software in machine-readable,
form only, and the user manuals accompanying the Software (the
“Documentation”), only as authorized in this Agreement, and subject to
compliance with the terms of this Agreement, and payment of all applicable
license fees. For purposes of this Agreement, the “Software” includes any
updates, enhancements, modifications, revisions, or additions to the Software
made available to you by Zend. Notwithstanding the foregoing, Zend shall be
under no obligation to provide any updates, enhancements, modifications,
revisions, or additions to the Software. The term of your license is as set forth in
the Order.

1.2. Scope of Use. You may use the Software within the IBM Cloud Environment
controlled by you, at rates specified for metered usage or for the number of
servers, as specified in an Order. An Order may also specify other applicable
license scope definitions. For purposes of this Agreement, “use” of the Software
means loading the Software into the temporary or permanent memory of a
computer and executing the Software. If the Order does not state a scope of
license, then the scope shall be metered at the applicable rate. Licenses
provided as “Development”, “Staging” or “Disaster Recovery” may not be used
for any production workloads.
1.3. Restrictions, Copies and Modifications. You may not reverse engineer,
decompile, disassemble, or otherwise translate the Software or any license keys
you have obtained. You may not modify or adapt the Software or any license
keys that you have obtained in any way. No copies of the Software,
Documentation, or license keys, or any portions thereof, may be made or
distributed by you or any person under your authority or control. You may not
allow third party use of the Software or use of the Software as a service bureau.
1.4. Assignment of Rights. You will not sublicense, lease, rent, or lend your
rights in the Software, Documentation, or license keys, as granted by this
Agreement, to any party without prior written consent of Zend.

2. Intellectual Property Protection and Confidentiality
2.1. Use Reporting, License Violations and Remedies. Zend (and IBM on
Zend’s behalf) reserve the right to gather data on usage including server hours,
server IP addresses, and other information deemed relevant, to ensure that our
products are being used in accordance with the terms of this Agreement. Any
unauthorized use shall be considered to be a violation of this Agreement. Zend
reserves the right to remedy violations immediately upon discovery, by charging
the then-current list price of unauthorized use. This is not a sole remedy for a
violation of this Agreement and Zend may exercise any other remedies available
at equity or law.
2.2. Proprietary Rights to Software and Trademarks. You acknowledge that
the Software and the Documentation are proprietary to Zend, and the Software
and Documentation are protected under United States copyright law and
international treaties. You further acknowledge and agree that, as between you
and Zend, Zend owns and shall continue to own all right, title, and interest in and
to the Software and Documentation, including associated intellectual property
rights under copyright, trade secret, patent, or trademark laws. This Agreement
does not grant you any ownership interest in or to the Software or the
Documentation, but only a limited right of use that is revocable in accordance
with the terms of this Agreement. Any and all trademarks or service marks that
Zend uses in connection with the Software or with services rendered by Zend are
marks owned by Zend. This Agreement does not grant you any right, license, or

interest in such marks, and you shall not assert any right, license, or interest in
such marks or any words or designs that are confusingly similar to such marks.
2.3. Confidentiality. You shall permit only authorized users, who possess
rightfully obtained access, to use the Software or to view the Documentation.
Except as expressly authorized by this Agreement, you shall not make available
the Software, Documentation, or any license key to any third party. You will use
your best efforts to cooperate with and assist Zend in identifying and preventing
any unauthorized use, copying, or disclosure of the Software, Documentation, or
any portion thereof.

3. License Fees
The Software will be available to you for use upon your execution of an Order
with IBM. The fees paid by you for the Software are paid in consideration of the
license granted under this Agreement..

4. Software Maintenance and Support Services
You may elect to purchase Software maintenance and support services by so
ordering from IBM and paying the applicable fees.

5. Term and Termination
This Agreement is effective upon your acceptance of the Agreement, or upon
your using the Software, even if you have not expressly accepted this
Agreement. This Agreement shall continue in effect until terminated. Without
prejudice to any other rights, this Agreement will terminate automatically if you
fail to comply with any of the limitations or other requirements described herein.
You are licensing the Software on a limited term basis, and if you fail to pay the
applicable fees, Zend shall have the right to interrupt your use of the Software.
You may terminate this Agreement at any time by terminating all deployed
instances of the Software. Zend may terminate this License Agreement if you
breach any term of the Agreement by giving you written notice of your breach
and Zend’s decision to terminate the Agreement. Upon termination of this
Agreement, you agree to cease all use of the product.

6. Indemnifications
Zend shall, at its expense, defend and indemnify you for damages and
reasonable costs finally incurred in any suit or claim brought against you alleging
that the Software infringes any U.S. patent, copyright, trade secret or similar
right, provided that Zend is promptly notified, rendered reasonable assistance by
you as required, and permitted to direct the defense or settlement negotiations.
Zend shall have no obligation to defend or indemnify any infringement claim that
arises from or relates to: (i) a modification of the Software by you or any third
party, (ii) a combination of the Software with other software products,
components, processes or materials, (iii) your failure to incorporate or implement
modifications directed by Zend, (iv) third party or open source software
components, (v) use of the Software in a manner inconsistent with the

Documentation, or (vi) any Software provided for evaluation or trial use or
marked as beta or early access. Should the use of Software by you be enjoined,
or in the event Zend wishes to minimize its potential liability hereunder, Zend
may, at its option, either: (i) substitute fully equivalent non-infringing software; (ii)
modify the infringing Software so that it no longer infringes but remains
functionally equivalent; (iii) obtain for you, at Zend’s expense, the right to
continue use of the Software. This indemnification sets forth Zend’s sole liability
and your sole remedy for claims of infringement arising from your use of the
Software.
You will, at your own expense, indemnify and hold Zend, and its subsidiaries and
affiliates, and all officers, directors, and employees thereof, harmless from and
against any and all claims, actions, liabilities, losses, damages, judgments,
grants, costs, and expenses, including reasonable attorneys’ fees, arising out of
any use of the Software by you, any party related to you, or any party acting
upon your authorization in a manner that is not expressly authorized by this
Agreement. Your indemnification does not include claims of infringement that are
covered by Zend’s indemnification above.

7. Warranty; Disclaimer
Zend warrants for a period of thirty (30) days from your receipt of the Software
that the Software will materially conform to the Documentation. This warranty
covers only problems that are reproducible and verifiable and does not cover
software, or other items or any services provided by any persons other than
Zend. Maintenance and support, if any, are governed by a separate agreement.
Software, which has been abused, misused, damaged, modified, or subjected to
unauthorized use or installation, used in a manner inconsistent with the
Documentation or used with components not authorized by Zend, shall void this
warranty. Zend’s sole liability (and your sole and exclusive remedy) for any
breach of this warranty shall be, in Zend’s sole discretion, to use commercially
reasonable efforts to provide you with an error-correction or workaround which
corrects the reported non-conformity, or if Zend, in its sole discretion, determines
such remedies to be impracticable within a reasonable period of time, to provide
a refund of the fees paid for the Software. This limited warranty does not apply
for any Software provided for evaluation or trial use or marked as beta or early
access.
EXCEPT AS SET FORTH ABOVE IN THIS SECTION, THE SOFTWARE AND
DOCUMENTATION ARE LICENSED “AS IS,” AND ZEND DISCLAIMS ANY
AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT, TO THE EXTENT AUTHORIZED BY LAW. WITHOUT
LIMITATION OF THE FOREGOING, ZEND EXPRESSLY DOES NOT
WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR
THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR

ERROR FREE. YOU ASSUME RESPONSIBILITY FOR SELECTING THE
SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE
RESULTS OBTAINED FROM YOUR USE OF THE SOFTWARE. YOU SHALL
BEAR THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE
OF THE SOFTWARE.
WARNING: The Software is not designed or intended for use in on-line control of
equipment in hazardous environments such as the operation of nuclear facilities,
aircraft, air traffic, aircraft navigation or aircraft communications, or in the design,
construction, operation or maintenance of any nuclear facility, or in the operation
or maintenance of any direct life support system. Zend disclaims any express or
implied warranty of fitness for such uses and shall not be liable for any costs,
liabilities or damages resulting from the use of the Software in such an
environment. You agree that you will not use or license the Software for such
purposes.

8. Limitation of Liability
IN NO EVENT WILL ZEND BE LIABLE FOR ANY CONSEQUENTIAL,
INCIDENTAL OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION,
ANY LOSS OF DATA, OR LOSS OF PROFITS OR LOST SAVINGS, ARISING
OUT OF USE OF OR INABILITY TO USE THE SOFTWARE OR
DOCUMENTATION, EVEN IF ZEND HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ZEND BE LIABLE
FOR ANY DIRECT DAMAGES IN EXCESS OF THE FEES PAID TO ZEND FOR
THE SOFTWARE WITHIN THE PERIOD OF TWELVE (12) MONTHS PRIOR
TO ANY CLAIM ARISING.

9. General Terms
9.1. Governing Law and Choice of Forum. This Agreement shall be governed
by and interpreted in accordance with the laws of the State of Israel, without
regard to the conflicts of law rules thereof. Any claim or dispute arising in
connection with this Agreement shall be resolved in the applicable courts situated
within the city of Tel Aviv, Israel. To the maximum extent permitted by law, you
hereby consent to the jurisdiction and venue of such courts and waive any
objections to the jurisdiction or venue of such courts. The United Nations
Convention on Contracts for the International Sale of Goods is expressly
excluded.
9.2 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.
9.3. Severability. If any term or provision of this Agreement is declared void or
unenforceable in a particular situation, by any judicial or administrative authority,
this declaration shall not affect the validity of enforceability of the remaining terms

and provisions hereof or the validity or enforceability of the offending term or
provision in any other situation.
9.4 Survival. Any provisions of this Agreement that, in order to fulfill the
purposes of such provisions, need to survive the termination or expiration of this
Agreement, shall be deemed to survive for as long as necessary to fulfill such
purposes.
9.4. Headings. The Section headings contained in this Agreement are
incorporated for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.
9.5. No Waiver; Amendments. The failure of either party to enforce any rights
granted hereunder or to take action against the other party in the event of any
breach hereunder shall not be deemed a waiver by that party as to subsequent
enforcement of rights or subsequent actions in the event of future breaches.
Amendments to the Agreement shall only be effective if in writing and signed by
all parties.
9.6. Assignment. You may not assign your rights under this Agreement and any
attempted assignment shall be void and of no effect. Zend may assign its rights
and obligations under this Agreement.
9.7 Notices and Reports. Any notice or report hereunder shall be in writing to
the notice address set forth above and shall be deemed given: (i) upon receipt if
by personal delivery; (ii) upon receipt if sent by certified or registered U.S. mail
(return receipt requested); or (iii) one day after it is sent if by next day delivery by
a major commercial delivery service.
9.8 Audit Rights. Upon Zend’s written request, Customer shall certify in a signed
writing that Customer’s use of the Software is in full compliance with the terms of
this Agreement (including any copy, scope and user limitations). With prior
reasonable notice of at least 15 days and not more than twice per year, Zend
may audit the copies of the Software in use by Customer provided such audit is
during regular business hours. Customer is responsible for such audit costs only
in the event the audit reveals that Customer’s use is not in accordance with this
Agreement.
9.9 Force Majeure. Neither party shall be liable to the other for any delay or
failure to perform any obligation under this Agreement (except for a failure to pay
fees) if the delay or failure is due to events which are beyond the reasonable
control of such party, 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 or a
license by a government agency.

9.10 United States Government Restricted Rights. The Software and
Documentation are provided with Restricted Rights. Use, duplication, or
disclosure by the government is subject to restrictions as set forth in
subparagraph (c)(f)(ii) of the Rights in Technical Data and Computer Software
clause at DFARS 252.227-7013 or subparagraphs (c) (1) and (2) of the
Commercial Computer Software-Restricted Rights at 48 C.F.R. S:52.227-19, as
applicable.
9.11 Export Restrictions. THIS AGREEMENT IS EXPRESSLY MADE
SUBJECT TO ANY LAWS, REGULATIONS, ORDERS, OR OTHER
RESTRICTIONS ON THE EXPORT, REEXPORT OR IMPORT OF THE
SOFTWARE OR DOCUMENTATION ABOUT SUCH SOFTWARE WHICH MAY
BE IMPOSED FROM TIME TO TIME BY THE GOVERNMENT OF THE UNITED
STATES OF AMERICA OR ANY OTHER GOVERNMENT. YOU SHALL NOT
EXPORT, REEXPORT OR IMPORT THE SOFTWARE, DOCUMENTATION, OR
INFORMATION ABOUT THE SOFTWARE OR DOCUMENTATION WITHOUT
THE WRITTEN CONSENT OF ZEND AND COMPLIANCE WITH SUCH LAWS,
REGULATIONS, ORDERS, OR OTHER RESTRICTIONS.
v. 2013-05-IBM

