Copyright (C) 2016 Nginx, Inc.
All rights reserved.


NGINX LICENSE AGREEMENT

This Nginx License Agreement ("Agreement") is a legal agreement between you
(the "End User") and Nginx, Inc. ("NGINX") for the NGINX software
(the "Software") licensed to End User hereunder and supplied to End User.
The term Software includes any APIs, software modules, and any associated
materials and "online" or electronic documentation.  This Agreement applies
to End User’s use of the Software but it shall be superseded by any signed
agreement between End User and NGINX concerning the Software.

1. Software license

Notwithstanding any reference to "sale" or "purchase", the Software is
licensed, not sold.  Subject to the terms and conditions of this Agreement,
NGINX grants End User a non-exclusive, non-transferable right to access and
use the Software as part of the web hosting services for End User's internal
use ("Authorized Use") in object form in the products, versions, and number
of installed instances as purchased from NGINX.

2. Limitations

2.1. Restrictions.  End User shall not itself, or through any parent,
subsidiary, affiliate, agent or other third party: (a) sell, lease, license,
distribute, sublicense or otherwise transfer in whole or in part, the
Software to a third party; (b) decompile, disassemble, translate, reverse
engineer or otherwise attempt to derive source code from the Software except
to the limited extent, if any, that applicable law permits such acts
notwithstanding any contractual prohibitions, provided, however, before
End User exercises any rights that End User believes to be entitled to based on
mandatory law, End User shall provide NGINX with thirty (30) days prior
written notice and provide all reasonably requested information to allow
NGINX to assess End User’s claim and, at NGINX's sole discretion, to provide
alternatives that reduce any adverse impact on NGINX's intellectual property
or other rights; (c) allow access or permit use of the Software by any third
party except authorized third-party contractors solely to provide services
to End User, provided that End User shall be liable for all acts and
omissions of such authorized third-party contractors; (d) modify or create
derivative works based upon the Software; (e) disclose the results of any
benchmark test of the Software to any third party; or (f) change any
proprietary rights notices which appear in the Software.

2.2. Software Transfer.  Upon written consent from NGINX, which will not be
unreasonably withheld, End User may permanently transfer all of its rights
under this Agreement; provided that the recipient agrees to the terms of
this Agreement.

2.3. High Risk Activities.  The Software is not intended for use in
hazardous environments requiring fail-safe performance (such as, without
limitation, nuclear facilities, aircraft navigation or communication
systems, air traffic control, medical device and life support machines,
or weapon systems) in which the failure of the Software could lead to death,
personal injury or physical and environmental damage ("High Risk
Activities").  Accordingly, this Agreement excludes any High Risk Activities
and End User agrees not to use the Software in connection with High Risk
Activities.

3. Ownership

The Software is protected by copyright laws and international copyright
treaties, as well as other intellectual property laws and treaties.  NGINX
owns all right, title and interest in the copyrights, patents and all other
intellectual property rights in and to the Software and any accompanying
printed materials.

4. Open source programs

Components of the Software may be licensed under open source licenses and
may apply to End User's use of the Software.

5. Trademarks

The mark "NGINX" is trademark of NGINX.  NGINX's failure to list a trademark
in this Section shall not constitute a waiver of any trademark rights.
All other trademarks in the Software not owned by NGINX are the property
of their respective owners.

6. Disclaimer and Warranty

6.1. DISCLAIMER OF WARRANTIES.  THE SOFTWARE IS PROVIDED "AS IS" WITHOUT
WARRANTY OF ANY KIND AND NGINX EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS
OR IMPLIED OR ARISING OUT OF A COURSE OF CONDUCT OR COURSE OF DEALING,
INCLUDING ALL WARRANTIES OF TITLE, PERFORMANCE, USE, MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND THE ABSENCE OF LATENT
OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE.  NGINX MAKES NO WARRANTY
REGARDING NON-INTERRUPTION OF USE.  NO ORAL OR WRITTEN STATEMENT PROVIDED BY
NGINX SHALL CREATE ANY WARRANTY.

6.2. LIMITATION OF LIABILITY.  THE ENTIRE RISK AS TO THE RESULTS AND
PERFORMANCE OF THE SOFTWARE IS ASSUMED BY END USER.  NGINX SHALL NOT HAVE ANY
LIABILITY TO END USER OR ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL,
SPECIAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO,
LOSS OF REVENUE, PROFIT OR OPPORTUNITY, LOST OR DAMAGED DATA OR OTHER
COMMERCIAL OR ECONOMIC LOSS, EVEN IF NGINX HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, OR THEY ARE FORESEEABLE.  NGINX'S MAXIMUM
AGGREGATE LIABILITY RELATING TO THIS AGREEMENT OR THE SOFTWARE SHALL NOT
EXCEED THE AMOUNT PAID BY END USER FOR THE SOFTWARE.

6.3. ALLOCATION.  THE PROVISIONS OF THIS SECTION ALLOCATE RISKS UNDER THIS
AGREEMENT BETWEEN NGINX AND END USER.  NGINX'S LICENSING FEES FOR THE
SOFTWARE REFLECT THIS ALLOCATION OF RISKS AND LIMITATION OF LIABILITY.
THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS APPLY TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS IN ITS
ESSENTIAL PURPOSE.

6.4. Limitation.  Because some jurisdictions do not allow certain
disclaimers, exclusions or limitations of warranties, damages or liability,
the above disclaimers, exclusions or limitations may not apply to End User
and, therefore, shall apply only to the maximum extent allowed under
applicable law.

7. Term

This Agreement is effective until terminated.  End User may terminate the
Agreement at any time by returning or destroying all copies of the Software
and related documentation.  End User's rights under this Agreement will
terminate automatically if End User fails to comply with the Agreement.
Sections 2-8 shall survive such termination.

8. Miscellaneous

8.1. Governing Law.  This Agreement shall be governed by the laws of the
State of New York, without reference to the principles of conflicts of law.
The provisions of the Uniform Computerized Information Transaction Act and
United Nations Convention on Contracts for the International Sale of Goods
shall not apply to this Agreement.  Any litigation related to this Agreement
shall be brought in the state or federal courts located in New York,
New York, and only in those courts and each party irrevocably waives any
objections to such venue.  Notwithstanding anything to the contrary herein,
NGINX shall be entitled to seek injunctive or other equitable relief,
wherever NGINX deems appropriate in any jurisdiction, in order to preserve
or enforce NGINX's rights for any breach or threatened breach of this
Agreement.

8.2. Severability.  Every term, condition or provision of this Agreement is
severable from the others.  If a court or an arbitrator of competent
jurisdiction holds any term, condition or provision of this Agreement to be
invalid, unenforceable or illegal in whole or in part for any reason,
the validity and enforceability of the remaining terms, conditions or
provisions, or portions of them, will not be affected.

8.3. Confidentiality.  Except as expressly allowed by this Agreement,
End User will not use or disclose any Software or related technology, idea,
algorithm or information ("Confidential Information") except to the extent
End User can document that it is generally available for use and disclosure
by the public without charge or license.  End User shall hold the
Confidential Information in trust and confidence and avoid the disclosure or
release thereof to any other person or entity by using the same degree of
care as it uses to avoid unauthorized use, disclosure, or dissemination of
its own Confidential Information of a similar nature, but not less than
reasonable care.  End User may disclose Confidential Information as required
to comply with binding orders of governmental entities that have
jurisdiction over it; provided that End User gives NGINX reasonable written
notice to allow NGINX to seek a protective order or other appropriate
remedy, discloses only such Confidential Information as is required by the
governmental entity, and uses commercially reasonable efforts to obtain
confidential treatment for any Confidential Information disclosed.  End User
recognizes and agrees that there is no adequate remedy at law for a breach
of this Section, that such a breach would irreparably harm NGINX and that
NGINX is entitled to equitable relief (without need to post a bond) with
respect to any such breach or potential breach in addition to any other
remedies.

8.4. Indemnity.  End User shall defend, indemnify and hold harmless NGINX,
and its officers, directors, employees and agents (the "NGINX Indemnitees"),
from and against all suits, claims, demands, losses, liabilities, damages
and expenses (including reasonable attorneys' fees and costs) that the NGINX
Indemnitees may suffer or incur in connection with: (i) any third party
claim arising from End User's breach of this Agreement; and (ii) any
infringement by End User of NGINX's intellectual property rights in the
Software.

8.5. Entire Agreement and Waiver.  The Agreement is the sole, final and
entire agreement between the parties with respect to the subject matter
hereof, may only be amended in writing signed by both parties.  A failure
or delay in enforcing any provisions, exercising any option or requiring
performance, be construed to be a waiver by NGINX.

8.6. Marketing.  NGINX may use End User's name and company logo on its
customer list and web site, and link to End User's web site.

8.7. Independent Contractor.  The relationship of the parties is that of
independent contractors.  Neither party will be deemed to be the legal
representative of the other nor will it have any right to bind the other
party to any contract or commitment.  This Agreement does not, and will not,
be construed to create an employer-employee, agency, joint venture or
partnership relationship between the parties.  Each party agrees to assume
complete responsibility for its own employees regarding federal or state
laws, including employers' liability and tax withholding, worker's
compensation, social security, unemployment insurance, and OSHA requirements.

8.8. Notices.  All notices must be in writing and will be effective three
(3) days after the date sent to each party's corporate headquarters.

8.9. Audit.  During the term of this Agreement and for one (1) year
following termination or expiration (but no more than once in a calendar
year), NGINX and its auditors may inspect End User’s records relating to its
reproduction and use of the Software for the purposes of verifying End User's
compliance with this Agreement.  End User shall cooperate fully with NGINX
and its auditors in conducting audits and provide reasonable assistance.
If an underpayment is discovered, End User shall promptly pay such amount
and End User shall reimburse NGINX for the cost of the audit.

8.10. Compliance.  End User warrants that it will comply with all applicable
laws and regulations related to its performance under this Agreement, and that
(i) it is not registered, located or domiciled in a location that is
subject to U.S. embargoes or trade sanctions; (ii) it and its personnel are
not on any list of persons or entities with whom any U.S. person or entity
is prohibited from conducting business, including without limitation the
Denied Persons List, the United Nations Security Council Committee List, and
the Specially Designated Nationals List of Foreign Assets Control; and (iii)
the Software will not be used in the design, development, stockpiling,
production or use of nuclear, chemical or biological weapons or missiles.
