End User License Agreement for Zend Server (Clustered) w/ Platinum Support
"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 DOWNLOADING OR INSTALLING ZEND'S PROPRIETARY
SOFTWARE (THE ""SOFTWARE"") OR OBTAINING A LICENSE KEY TO THE
SOFTWARE OR USING THE SOFTWARE. THE SOFTWARE IS FURTHER
DEFINED IN AN ORDER DOCUMENT (AN "ORDER"), ENTERED INTO
BETWEEN YOU AND ZEND OR YOU AND A ZEND RESELLER, WHICH SETS
FORTH COMMERCIAL TERMS APPLICABLE TO YOUR PURCHASE OF THE
SOFTWARE.

THE SOFTWARE IS COPYRIGHTED AND IT IS LICENSED TO YOU UNDER
THIS AGREEMENT AND IS NOT SOLD TO YOU. BY DOWNLOADING,
INSTALLING OR USING THE SOFTWARE OR OBTAINING A LICENSE KEY
TO 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 DOWNLOAD OR
INSTALLATION 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 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,
object code 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. If the Order does not state a term, then the term of the license shall be
for a period of one (1) year from the earlier of your download or installation of the
Software. The term of your license is renewable on terms set forth in the Order or
otherwise as agreed by Zend.

1.2. Scope of Use. You may use the Software activated by a license key for the
number of computers (virtual or physical) owned, leased, or otherwise controlled
by you, at rates specified for metered usage or for the number of users, 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 you distribute the Software to multiple computers or
users, you must ensure that your usage does not exceed the usage for which
you have paid license fees, or you will be in breach of this Agreement unless the
order is for meter use. If the Order does not state a scope of license, then the
scope of license for the Software shall be for a single user on a single computer
or shall be metered at the applicable rate.

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. You may make one copy of the
Software, the Documentation, and any license keys that you have obtained,
solely for backup or archival purposes. Any such copies of the Software,
Documentation, or license keys shall include any copyright or other proprietary
notices that were included on such materials when you first received them.
Except as authorized in this Section, 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.
1.5. Product Specific Special Terms. The provisions of this Section are
applicable to the specific product mentioned and are exceptions to other
provisions of this Agreement, and serve to modify such provisions only to the
extent such provisions relate to these products.
Zend Server - Notwithstanding anything to the contrary set forth in this
Agreement, you are permitted to duplicate and distribute the Zend Server
product, on a standalone basis or combined with other products, provided
(i) you do not make any modifications to Zend Server and distribute the
entire Zend Server product, (ii) you do not modify or remove any
proprietary rights notices or markings, or remove or modify this Agreement
as included in any such distribution, (iii) you clearly indicate that Zend
Server is included in your distribution, (iv) you do not use Zend's name,
logos or trademarks or the name, logos and trademarks of any included
third party software in any way that might state or imply Zend'"
party's endorsement of your product, and (v) you do not transfer with any
such copy any license keys for Zend Server. Zend Server distributed
without a license key will operate with only reduced functionality and if a
license key for Zend Server expires and is not renewed, it will continue to
operate with only reduced functionality. This reduced functionality version
is licensed on a perpetual basis, without charge, subject to compliance
with the terms of this Agreement.
Zend Server Cluster Manager - Zend Server Cluster Manager is not
available for you to distribute.
Zend Studio - Zend Studio is not available for you to distribute. If the
license key for Zend Studio expires and is not renewed for a subscription
or limited term license, Zend Studio will continue to operate with only
reduced functionality. This reduced functionality version is licensed on a
perpetual basis, without charge, subject to compliance with the terms of
this Agreement.
Zend Guard - Zend Guard is not available for you to distribute. However,
you may distribute Zend Optimizer and Zend Guard Loader (the runtime c
components for encoded files) to your end customers, provided that your
end user customers enter into an end user agreement that contains at a
minimum the following provisions covering the Zend embedded
components: (i) prohibits reverse compilation and/or reverse assembly, (ii)
disclaims all warranties, and (iii) disclaims liability for any indirect,
incidental or consequential damages.
2. Intellectual Property Protection and Confidentiality

2.1. Use Reporting, License Violations and Remedies. Zend reserves the
right to gather data on license key usage including license key numbers, server
IP addresses, domain counts and other information deemed relevant, to ensure
that our products are being used in accordance with the terms of this Agreement.
Additionally, you agree that Zend may, upon reasonable notice, perform an audit
of your facilities to verify compliance with the terms of this Agreement. Any
unauthorized use shall be considered by Zend 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 license keys.
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. License Automatic Update and Expiration. Your license may include an
expiration date that can result in the termination of the license. For perpetual
license keys, the license updates automatically except if Zend determines that a
license is used in violation of the terms of this Agreement. If your license key is
stolen, or if you suspect any improper or illegal usage of your license key outside
of your control you should promptly notify Zend of such occurrence. A
replacement license will be issued to you and the suspect license will be allowed
to expire. For limited-term licenses, your periodic payment must be processed
prior to the expiration date in order for the license updates to be performed. It is
your responsibility to contact Zend regarding any potential expiration that you
deem inappropriate. Zend shall not be liable for any damages or costs incurred in
connection with the expired licenses.

2.3. 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.

2.4. Confidentiality. You shall permit only authorized users, who possess
rightfully obtained license keys, 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 receipt of a license key.
You may obtain one or more license keys by ordering the license keys from Zend
or a Zend reseller, as the case may be. The license fees paid by you for the
license keys are paid in consideration of the license granted under this
Agreement. You shall, in addition to license fees, pay all applicable sales, use,
transfer, or other taxes and all duties, whether national, state, or local, however
designated, that are levied or imposed by reason of your purchase and use of the
Software, excluding income taxes on the net profits of Zend.
4. Software Maintenance and Support Services

You may elect to purchase Software maintenance and support services by so
ordering from Zend or a Zend reseller and paying the applicable fees.
5. Term and Termination

This Agreement is effective upon your acceptance of the Agreement, or upon
your downloading, installing, accessing, or 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. If you are licensing the Software on a limited term
basis, and fail to pay the applicable license fees or renewal license fees, Zend
shall have the right to interrupt your use of the Software. You may terminate this
Agreement at any time by: (i) providing written notice of your decision to
terminate the Agreement to Zend and (ii) either returning the Software,
Documentation, all copies thereof, and all license keys that you have obtained to
Zend or destroying all such materials and providing written verification of such
destruction to Zend. 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 either return to Zend the Software, Documentation, all copies
thereof, and all license keys that you have obtained, or to destroy all such
materials and provide written verification of such destruction to Zend.

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; or (iv) take back the infringing Software and refund
to you pre-paid license fees applicable to the remainder of the license term, or if
a perpetual license was purchased, the purchase price paid, less depreciation
amortized on a three-year straight line basis. 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 NON-
INFRINGEMENT, 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. 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.

9.3. 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. 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.

9.8. 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. 2010-09-2
"