End User License Agreement

This Jamcracker Appliance End User License Agreement is a legal agreement between Jamcracker, Inc. ("Jamcracker" and, together with Jamcracker’s Affiliates, "we" or "us") and the individual or entity accepting this Agreement ("You"). Please read this Agreement, all rules and policies related to the use of the Jamcracker Appliance carefully before downloading or using the Jamcracker Appliance. If you download or use the Jamcracker Appliance, you will be bound by the terms of this Agreement. If you do not or cannot agree to the terms of this Agreement, do not attempt to download or use the Jamcracker Appliance.

Purpose

Cloud Analytics – Jamcracker Cloud Analytics Appliance for business unit users provides visibility into cloud costs across an enterprise organization

Cloud Control – With the Jamcracker Cloud Control Appliance you can control your cloud resources with purpose built automation, orchestration, policy enforcement and management tools.

Hybrid Cloud Management – You can manage multi-cloud and hybrid cloud deployments including Amazon AWS, Microsoft Azure, Google Cloud Platform, IBM Bluemix (Softlayer), VMware vSphere, OpenStack and Azure Pack with the Jamcracker Hybrid Cloud Management Appliance.

CSB Standard – The Jamcracker CSB Standard Appliance automates order management, provisioning, billing, and support, for a host of Microsoft CSP and IaaS services, with relative ease.

Effective Date

The Effective Date of this agreement is the date on which You download the Jamcracker Appliance and activate the license key.

Business Schedule

The Business Schedule refers to the contract signed between Jamcracker and You for the use of the Jamcracker Appliance.

License (BYOL – Buy your own license)

Jamcracker grants you a revocable, non-exclusive, non-assignable, non-sub licensable and non-transferable license to install and use the Jamcracker Appliance on a server. Any use of this Jamcracker Appliance outside of the stated and authorized purpose requires a separate agreement with Jamcracker.

Payment

All appliance packages come with some form of free trial. You will need to pay for the license to operate the Jamcracker Appliance after the trial period.

You agree to pay Jamcracker, fees as described in the contract post expiry of the trial. All payments shall be made upfront in U.S. dollars. Late payments will bear interest at the lower of 1.5% per month or the maximum rate allowed by law.

No Illegal Use

The Jamcracker Appliance may be used only for lawful purposes and in a lawful manner, and You agree to comply with all applicable laws and regulations. Jamcracker may investigate any reported violation of its policies and take any action it deems appropriate, including terminating your license to use the Jamcracker Appliance without notice.

Appliance Platform Obligations

You acknowledge and agree that Jamcracker owns all intellectual property rights, including patent, copyright, trade secret, trademark and other proprietary rights, titles and interest in and to the Appliance platform look and feel. Your rights are limited to those expressly granted in this Agreement.

No Waiver

Jamcracker's failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of Jamcracker's right to subsequently enforce such provisions or any other provisions of this Agreement. No waiver of any provision of this Agreement shall be effective unless in writing.

Term and Termination

This Agreement will commence on the Effective Date and will continue for the period of time described in the Business Schedule, renewing as set forth in the Business Schedule, unless earlier terminated. Either party may terminate this Agreement at any time if any of the following conditions occur: (a) the other party is in material breach of any representation, warranty, term, condition or covenant of this Agreement and fails to cure such breach within thirty (30) days or, if the breach by its nature cannot be cured within thirty (30) days, the breaching party attempts in good faith to cure such breach; or (b) the other party (i) fails to pay its debts or perform its obligations in the ordinary course of business as they mature; (ii) admits in writing its insolvency or inability to pay its debts or perform its obligations as they mature; (iii) becomes the subject of any voluntary or involuntary proceeding in bankruptcy, liquidation, dissolution, receivership, attachment or general assignment for the benefit of creditors; provided that if such condition is assumed involuntarily it has not been dismissed with prejudice within thirty (30) days after it begins.

Upon termination of this Agreement, You must immediately discontinue all use of the Jamcracker Intellectual Property, and within thirty (30) days each party shall immediately destroy or deliver to the other party all copies it possesses of any other Confidential Information or any other materials of the other party. If such materials are destroyed, the destroying party shall certify to the other party in writing as to the destruction of all copies of such items in its possession. Neither party shall incur any liability to the other solely because of a termination of this Agreement according to its terms.

Entire Agreement and Severability

This is the entire agreement between Jamcracker and You regarding the Jamcracker Appliance and supersedes all prior understandings regarding such subject matter. If any term or condition of this Agreement is deemed invalid, void, or for any reason unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining term or condition.

For Jamcracker, Inc.

Address: 4677 Old Ironsides Drive, Suite 450Santa Clara, CA 95054Phone: (408) 496-5500