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 the
ScaleOut ADT Model Generator Tool, 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. 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 Subject to your compliance with the terms of this EULA, ScaleOut
    grants to you a perpetual non-exclusive, non-transferable and
    royalty-free right to install and use the Software solely for your
    lawful use. The Software may be installed only on Computers controlled
    by you.

1.2 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 terminate automatically if you fail to comply with
    any provision of this EULA. Upon any termination of the license,
    or if you 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, 4, 7 and 9 shall survive termination of the 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 is 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, remove any proprietary notices
or labels, 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. 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.

5. 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.

6. 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.

7. 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.

8. SUPPORT. 

No support or maintenance is included for the Software. 

9. 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 ****