This Personal Use License Agreement ("Agreement") is between SpringSource, Inc. ("SpringSource") and the individual person or Qualifying Entity ("Customer") receiving this software ("Product"). By clicking "Accept" below, you acknowledge that you have read, understood and agree to be bound by the terms of this Agreement and that you have the ability to bind the entity receiving the Product. If you do not agree with the terms and conditions of this Agreement, you may not install or use the Product. This Agreement does not permit any non-Individual entity to enter into this Agreement and does not permit commercial, for-profit, developmental, or production use of the Product except if Customer is a non-profit organization with an annual total budget of less than ten million dollars ($10,000,000), subject to verification by SpringSource (a "Qualifying Entity").

1. GRANT OF LICENSE.

1.1 The License. Subject to the terms of this Agreement, SpringSource grants to Customer a personal, non-exclusive, non-transferable, limited, internal license to install the Product on computers owned or leased by Customer and the materials provided to Customer by SpringSource related to the Product (the "Materials") solely for evaluation, noncommercial, and educational purposes. The Product may not be used for any other purpose, including but not limited to productive or commercial use and may not be used, directly or indirectly, to benefit any other person or entity other than Customer.

1.2 Qualifying Entity License. If Customer is a Qualifying Entity, in addition to the license granted in Section 1.1, subject to the terms of this Agreement, SpringSource grants to Customer a personal, non-exclusive, non-transferable, limited, internal license to use the Product for Customer's internal business purposes.

1.3 License Conditions. SpringSource owns and retains title to the Products and the Materials, including all intellectual property rights therein. The Products and the Materials are licensed, not sold. Customer may not directly or through a third party decompile, disassemble or reverse engineer any Product. Customer may make one copy of each Product for back-up purposes. All copies of Product must contain SpringSource's and its suppliers' proprietary rights notices. The Product may not be modified, altered or enhanced. Customer may not allow any third party to access the Product or any component thereof. In no event may Customer transfer, sublicense or distribute any Product or Materials. Customer may not use (or cause or permit to be used) the Product for rental, lease, service bureau or any similar purpose that involves offering services based on the Products to third parties. Unless Customer is a Qualifying Entity, Customer may not use the Product for any actual business processes or other production uses. Except for the back-up purposes described above, the Product and the Materials may not be copied or otherwise reproduced. Customer will obtain and install all prerequisite hardware and software.

1.4 Requirements of Customer. Customer may provide feedback regarding the Product including without limitation any functionality issues, and errors, flaws, failures, or faults in the Product (collectively, "Feedback") via an online SpringSource forum or other method. Customer hereby grants to SpringSource a perpetual, irrevocable, worldwide, sublicensable, transferable, royalty-free, fully-paid, right and license to use and exploit in any manner and for any purpose all Feedback and related information.

1.5 "Confidential Information" means all software code and information furnished by SpringSource in oral, written or machine-readable form, disclosed as a result of this Agreement, and that should reasonably have been understood by Customer, because of legends or other markings, the circumstances of disclosure or the nature of the information itself, to be proprietary and confidential to SpringSource, an affiliate of it or to a third party. Customer will use the same standard of care to prevent unauthorized access to or disclosure of the Confidential Information that Customer uses to prevent the disclosure of its own similar confidential information, but in no event less than a reasonable standard of care. Customer will disclose the Confidential Information only to its employees with a need to know for the purposes of this Agreement. The restrictions of this Agreement on use and disclosure of Confidential Information shall not apply to information that becomes publicly known through no fault of the Customer or its personnel. All obligations regarding Confidential Information received prior to the expiration or termination of this Agreement shall survive the expiration or termination of this Agreement.

2. WARRANTY DISCLAIMER. THE PRODUCT AND THE MATERIALS ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY OF DATA, SYSTEM INTEGRATION, COURSE OF PERFORMANCE AND FITNESS FOR A PARTICULAR PURPOSE. SPRINGSOURCE DOES NOT GUARANTEE OR WARRANT THAT THE USE OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR FREE.

3. LIMITATION OF LIABILITY. IN NO EVENT WILL SPRINGSOURCE BE LIABLE FOR ANY CLAIM BASED UPON A THIRD PARTY CLAIM, OR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER ARISING IN TORT, CONTRACT, OR OTHERWISE; OR FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY MALFUNCTIONS, DELAYS, LOSS OF DATA, LOST PROFITS, LOST SAVINGS, INTERRUPTION OF SERVICE, LOSS OF BUSINESS OR ANTICIPATORY PROFITS, EVEN IF SPRINGSOURCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SPRINGSOURCE'S AGGREGATE AND CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ALL ORDER FORMS, REGARDLESS OF THE FORM OF THE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STATUTE OR OTHERWISE WILL BE LIMITED TO DIRECT DAMAGES AND WILL NOT EXCEED ONE THOUSAND DOLLARS (US $1,000). THE ALLOCATIONS OF LIABILITY IN THIS SECTION 3 REPRESENT THE AGREED AND BARGAINED FOR UNDERSTANDING OF THE PARTIES, AND THE COMPENSATION OF SPRINGSOURCE FOR THE SERVICES PROVIDED HEREUNDER REFLECTS SUCH ALLOCATIONS. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS ARE AN ALLOCATION OF THE RISK BETWEEN THE PARTIES AND WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS IN ITS ESSENTIAL PURPOSE.

4. TERM AND TERMINATION. The term of this Agreement will begin on the earlier of the date this Agreement is accepted by Customer or Customer's first use of the Product and end on the date this Agreement is terminated by either party.

4.1 This Agreement may be terminated at any time by either party upon written notice to the other party. Upon termination or expiration of this Agreement, Customer will deinstall and destroy the Product or return the Product and Materials to SpringSource and certify to SpringSource in writing that all copies or partial copies thereof have been deleted from every computer library and storage device under Customer's control and are no longer in use by or on behalf of Customer, or have been returned to SpringSource. Termination will not affect any claim, liability or right arising prior to termination.

4.2 All rights and obligations granted under Sections 1.3, 1.4, 1.5, 2, 3, 4 and 5 of this Agreement will survive the expiration or termination of this Agreement.

5. GENERAL.

5.1 Independent Parties. Neither Customer nor SpringSource is a legal representative, partner or agent of the other.

5.2 Entirety. This Agreement represents the entire agreement of the parties with regard to the Product, Materials, and Confidential Information and supersedes all other agreements related to this subject matter, except for nondisclosure agreement entered into by the parties. Acceptance of this Agreement via clickwrap agreement, delivery of an executed counterpart of this Agreement by facsimile or any other reliable means shall be deemed to be as effective for all purposes as delivery of the manually executed counterpart. This Agreement may not be amended except in writing signed by both parties.

5.3 Severability. If any provision of this Agreement is held invalid or unenforceable for any reason but would be valid and enforceable if appropriately modified, then such provision will apply with the modification necessary to make it valid and enforceable. If such provision cannot be so modified, the parties agree that such invalidity will not affect the validity of the remaining provisions of the Agreement; provided, however, that if Section 3 cannot be modified to be valid and enforceable, this Agreement will be deemed invalid in its entirety.

5.4 Assignment. Customer may not assign or otherwise transfer any rights under this Agreement (by operation of law or otherwise) without SpringSource's prior written approval. SpringSource may freely assign or transfer any rights under this Agreement, including this Agreement. Any assignment in violation of this paragraph shall be void and of no effect.

5.5 Governing Law and Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of New York without reference to its conflict of laws principles. All disputes arising out of or relating to this Agreement will be submitted to the exclusive jurisdiction of the state or federal courts located in New York, New York, and each party irrevocably consents to such personal jurisdiction and waives all objections to this venue.

v 1.1 updated March 10, 2008