OneFS Simulator

IMPORTANT - PLEASE READ CAREFULLY. This Software Evaluation License Agreement (the "Agreement") is a legal agreement that sets forth the terms under which EMC Corporation ("EMC") makes available limited access to and temporary trial/evaluation use of the Software (as defined in Section 1.1 below). By clicking on the "Agree" button set forth below, or downloading, installing, or using the Software, you are (i) representing to EMC that you are authorized to bind the organization on whose behalf you are accessing this Agreement (the "Customer") and (ii) agreeing on behalf of the Customer that the terms of this Agreement shall govern the relationship of the parties with regard to this EMC software. If you do not have authority to agree to the terms of this Agreement, or do not accept the terms of this Agreement, you are not authorized to download or use the Software.

EMC and Customer enter into this Agreement and this Agreement shall become effective on the date on which Customer downloads AND activates the Software, (the "Effective Date").

IT IS AGREED AS FOLLOWS:

1.0 AUTHORIZATION FOR USE

1.1 License Grant - This Agreement grants Customer a limited, personal, non-transferable, non-exclusive, limited right to use one copy of the software program available for download at this site (the "Software") in object code form on up to five Customer servers at a Customer location for a period not to exceed forty-five (45) days from the Effective Date (the "License Term"), for the sole purpose of evaluating the Software for purchase of a production version thereof unless otherwise approved in writing by EMC. This version of the Software may only be used in a non-production environment. The term "Software" shall also include any related documentation and other material or information provided by EMC. This special trial/evaluation version of the Software may contain computer code that further restricts the use of the Software to certain limited capacity environments. Customer shall make no use thereof except as expressly permitted hereunder.

1.2 Usage - Customer shall use the Software solely for purposes of evaluating Customer's interest in purchasing an ongoing license for the production version of this Software or other usage if approved in writing by EMC. Such access is nontransferable. EMC may change the scope or discontinue access thereto at its sole discretion without notice.

1.3 Restrictions - Customer shall not, without EMC's prior written consent, copy, provide, disclose or otherwise make the Software available in any form to anyone other than Customer's employees, consultants or independent contractors ("Personnel"), who shall use it solely in the manner and for the purpose stated in this Agreement. Customer shall be fully responsible to EMC for the compliance of its Personnel herewith. Customer shall not use the Software as a component of or a base for products or services prepared for commercial sale, sublicense, lease, time-share, service bureau, access or distribution outside of Customer's company.

1.4. Ownership - The Software remains the property of EMC. No title to, or ownership of the Software is transferred to Customer. Neither Customer nor any of its agents or Personnel shall modify, enhance, supplement, create derivative works from, reverse assemble, reverse engineer, reverse compile or otherwise reduce to human readable form the Software without EMC's prior written consent. If Customer gives EMC Feedback regarding the Software, EMC shall have the right to use such Feedback to improve the Software without any requirement to report such to Customer, nor will EMC have any requirement to pay anything for the use of such Feedback at any time to Customer.

2.0 WARRANTY, LIMITATIONS AND EXCLUSIONS

2.1 THE SOFTWARE MAY HAVE DEFECTS OR DEFICIENCIES WHICH CANNOT OR MAY NOT BE CORRECTED BY EMC. EMC PROVIDES SUCH ON AN "AS IS" BASIS ONLY, MAKES NO OTHER EXPRESS WARRANTIES, WRITTEN OR ORAL, AND ALL OTHER WARRANTIES ARE SPECIFICALLY EXCLUDED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING BY STATUTE, COURSE TRADE. EMC DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, CURRENT OR UNINTERRUPTED OR THAT ALL ERRORS CAN OR WILL BE CORRECTED. EMC IS NOT PROVIDING MAINTENANCE OR SUPPORT FOR THE SOFTWARE.

2.2 EMC'S TOTAL LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF ANY TYPE WHATSOEVER, ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, SHALL BE LIMITED TO PROVEN DIRECT DAMAGES IN AN AMOUNT NOT TO EXCEED US$500. EMC SHALL HAVE NO LIABILITY FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUES, DATA AND/OR USE), EVEN IF ADVISED OF THE POSSIBILITY THEREOF. THE ENTIRE RISK ASSOCIATED WITH USE OF THE SOFTWARE REMAINS WITH CUSTOMER.

3.0 GENERAL

3.1 Entire Agreement - The terms contained herein constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior communications and agreements either oral, written, or any agreement that may accompany the media on which the Software is recorded or which may be displayed electronically when installing/activating the Software. No modification or waiver of any provision hereof will be effective unless made in a writing signed by both parties.

3.2 Compliance With Laws - Each party shall comply with all export laws, orders and regulations and obtain all necessary governmental permits, licenses and clearances. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, excluding its conflict of law rules and excluding the U.N. Convention on Contracts for the International Sale of Goods.

3.3 Taxes - Customer agrees to pay, or reimburse EMC, for taxes of any kind, including sales, use, duty, tariffs, customs, withholding, property, value-added (VAT), and other similar federal, state or local taxes (other than taxes based on EMC's net income) imposed in connection with this Agreement.

3.4 Termination - EMC shall, in addition to any other remedies which may be available to EMC under this Agreement, at law or in equity, in its sole discretion, have the right to terminate this Agreement and any or all related license(s) granted to Customer with or without cause at any time by written notice thereto, with such termination to be effective immediately. Upon expiration or termination of the License Term, Customer shall cease all use and return or certify destruction of Software (including copies) to EMC.

3.5 Publication - Customer shall not share, publicize or otherwise disclose the results of, or any other information associated with, any evaluation, comparative or competitive analysis, benchmark testing or other analysis with or to any third party at any time.