 Fuse Custom Distribution Creator 1.0 User License Agreement

 PLEASE READ THE TERMS OF THIS END USER LICENSE AGREEMENT (AGREEMENT)
 CAREFULLY BEFORE INSTALLING FUSE TOOL. BY INSTALLING FUSE TOOL OR
 USING THE DOCUMENTATION PROVIDED WITH FUSE TOOL, YOU ARE ACCEPTING
 AND AGREEING TO THE TERMS OF THIS AGREEMENT. IF YOU ARE INSTALLING OR
 USING THIS ON BEHALF OF AN ENTITY, THEN YOU REPRESENT THAT YOU HAVE
 THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ENTITY
 AND, ACCORDINGLY, THE ENTITY IS BOUND BY THER TERMS OF THIS
 AGREEMENT.

 THIS AGREEMENT is made by and between FuseSource (as defined herein)
 and You and/or Customer (as defined herein). The license grants in
 this Agreement are expressly contingent upon Customer's actual
 purchase of, and payment for, a FuseSource Subscription (as defined
 herein) for the Fuse Product, Fuse Tools and Documentation (as
 defined herein).

 1. CERTAIN DEFINITIONS.

 1.1 Customer or You means the purchaser or user of the FuseSource
 Subscription.

 1.2 Documentation means all documentation which accompanies, or is
 included in, the Fuse Products and/or Fuse Tool(s).

 1.3 Evaluation License means a limited license as further detailed in
 Section 2 below granted to those organizations upon completion of the
 online registration process.

 1.4 Evaluation Licensee means the entity using the Fuse Product, Fuse
 Developer Tooling and any and all Documentation as set forth in
 Section 2.

 1.5 FuseSource means FuseSource Corporation.

 1.6 Fuse Product means the FuseSource open source software product(s)
 obtained directly from FuseSource.

 1.7 FuseSource Subscription means the agreement pursuant to which
 Customer has purchased support and subscription services from
 FuseSource for the Fuse Product, Fuse Tool and Documentation for the
 period stated within such subscription agreement.

 2. Fuse Tool means the Fuse Custom Distribution Creator v. 1.0
 tooling for use with certain Fuse Products.

 3. EVALUATION LICENSES

 3.1 General. In the event this is an Evaluation License (as defined
 above) the special license terms contained in this Section
 2.1 shall apply to Customer's use of the Fuse Product, Fuse Tool and
 any and all Documentation. In the case of conflicts or supplemental
 provisions between the other Sections of this Agreement the terms of
 this Section 2 shall prevail.

 3.2 Evaluation License. If you register and download/activate the
 Fuse Product, Fuse Tool and any Documentation without [a Subscription
 Agreement] ("Evaluation Fuse Tool") you may use the Evaluation Fuse
 Tool until the Expiration Date only to evaluate
 the suitability of the Evaluation Fuse Tool for the purpose of
 entering a FuseSource Subscription. In such case, the Fuse Product,
 Fuse Tools, Documentation, Fuse Tools are licensed to you subject to
 the terms of this "EVALUATION LICENSES" section.

 3.2.1 In lieu of the license granted in Section 3 below, FuseSource
 grants Evaluation Licensee, a nonexclusive, nontransferable, limited
 term license to use, copy and deploy the Fuse Product, Fuse Tool and
 the Documentation (i) solely in connection with evaluation, (ii)
 within Customer's internal business operations, (iii) at Customer's
 premises, (iv) for evaluation, demonstration, prototyping, testing,
 and/or proof of concept purposes only, and (v) for a period of note
 more than sixty (60) days.

 3.2.2 Notwithstanding anything to the contrary set forth in this
 Agreement, Fuse Products, Fuse Tools and Documentation being licensed
 on an evaluation basis are not eligible for FuseSource Subscription
 except by special written arrangement between FuseSource and
 Customer.

 3.3 Evaluation Fuse Product, Fuse Tool and Documentation Warranty
 Disclaimer. The Fuse Product, Fuse Tool and any and all Documentation
 are provided to you "as is" without warranty of any kind, whether
 express, implied, statutory, or otherwise. FUSESOURCE AND ITS
 LICENSORS BEAR NO LIABILITY FOR ANY DAMAGES RESULTING FROM USE (OR
 ATTEMPTED USE) OF THE FUSE PRODUCT, TOOLS AND DOCUMENTATION FOR
 EVALUATION THROUGH AND AFTER THE EXPIRATION DATE.

 3.4 No Subscription or Support Services. FuseSource has no duty to
 provide support to you during your use of the Evaluation Fuse
 Product, Fuse Tool and Documentation.

 4. LICENSE. Subject to this Agreement, and payment of any appropriate
 fees for the FuseSource Subscription, FuseSource grants Customer the
 nonexclusive, nontransferable, worldwide, limited term license to
 use, copy and deploy the Fuse Tool and the Documentation (i) solely
 in connection with the Fuse Product, (ii) within Customer's internal
 business operations, and (iii) for the remainder of the Subscription
 Period.

 4.1 Customer may not: (a) display, disclose, sublicense or distribute
 the Fuse Tool to third parties; (b) modify, adapt, alter, recast,
 transform, translate or create derivative works from the Fuse Tool;
 (c) distribute, sublicense, lease, rent, sell, loan or otherwise
 transfer the Fuse Tool to any third party; (d) reverse engineer,
 decompile, or disassemble the Fuse Tool; (e) copy or distribute the
 Documentation or any portion thereof; or (f) use the Fuse Tool other
 than in accordance with the foregoing usage rights. Customer may not
 remove, alter or obscure in any way any proprietary rights notices
 (including copyright notices) of FuseSource or its licensors on or
 within the copies of the Software and the Documentation furnished by
 FuseSource to Customer. Customer shall promptly report to FuseSource
 any actual or suspected violation of this section and shall take all
 further steps that may reasonably be requested by FuseSource to
 prevent or remedy any such violation.

 4.2 Customer shall ensure that all applicable fees are properly paid.
 Use of Fuse Tool in violation of Section 3.1 and failure to pay fees
 when due are each a material breach of this Agreement. If Customer
 has a valid license to a previous version of the Fuse Tool and a Fuse
 Tool update is provided, the Fuse Tool update shall not correct or
 excuse violations of previous licenses. If an earlier license is
 terminable or terminated by FuseSource for breach by Customer, this
 Agreement and the license granted herein may also be terminated
 simultaneously at FuseSource's sole discretion. Fuse Tool updates
 shall be subject to the terms and conditions of the license agreement
 accompanying such Fuse Tool update.

 5. OWNERSHIP. Customer acquires no right, title, or interest in the
 Fuse Tool other than the license granted by FuseSource hereunder.

 6. PROPRIETARY NOTICES. Customer shall not remove any trademark,
 tradename, copyright, or other proprietary notice from the Fuse Tool,
 including on any notice or boot up screen, and shall not delete such
 notices from any copies or back-up copies of the Fuse Tool. Customer
 may not delete any embedded proprietary notices on any portion of the
 Fuse Tool.

 7. TERMINATION.

 7.1 In addition to any remedies it may have, FuseSource may terminate
 this Agreement and the license granted hereunder in the event of a
 breach by Customer of any of the provisions of this Agreement which
 breach has not been remedied within thirty (30) days (or in the case
 of monetary amounts past due, within ten (10) business days) or in
 the event Customer becomes insolvent or is the subject of any
 bankruptcy or insolvency proceeding.

 7.2 Upon termination of this Agreement in the event of a breach by
 Customer, Customer shall no longer have any right to use the Fuse
 Tool and Customer shall return to FuseSource all tangible copies, and
 destroy all intangible copies of Fuse Tool in Customer's possession
 or control.

 7.3 The provisions of Sections 5 through 12 and the definitions of
 this Agreement shall survive the termination of this Agreement (for
 any reason).

 8. EXPORT ADMINISTRATION. Customer shall not import, export or
 re-export the Fuse Tool to or from any country in contravention of
 any applicable import or export laws. Upon written request,
 FuseSource shall provide reasonable Fuse Tool information to assist
 Customer in discharging its obligations under this section.

 9. GOVERNMENT END-USERS. With respect to any Fuse Tool that is
 acquired by or for the U.S. federal government (the Government) or by
 any prime or subcontractor (at any tier) under any contract, grant,
 cooperative agreement or other arrangement with the Government, by
 accepting delivery of Fuse Tools the Government agrees that such Fuse
 Tool qualifies as commercial computer software or commercial computer
 software documentation within the meaning of the Government
 acquisition regulation(s) and that the terms and conditions of this
 Agreement shall govern the Government's use and disclosure of Fuse
 Tool(s) and supersedes all
 other terms and conditions. With respect to acquisitions of Fuse Tool
 governed by DFARS Subpart 227.4 (October 1988): Restricted Rights,
 use, duplication and disclosure by the Government is subject to
 restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in
 Technical Data and Computer Software clause at DFARS 252.227-7013
 (October 1988). For the purposes of this Agreement all references to
 specific DFARS shall be deemed to be references to successor clauses
 howsoever numbered or named.

 10. DISCLAIMER OF WARRANTY. UNLESS REQUIRED BY APPLICABLE LAW OR
 AGREED TO IN WRITING, FUSESOURCE PROVIDES THE FUSE TOOL ON AN "AS IS"
 BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS
 OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR
 CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS
 FOR A PARTICULAR PURPOSE. CUSTOMER IS SOLELY RESPONSIBLE FOR
 DETERMINING THE APPROPRIATENESS OF USING THE FUSE TOOL AND ASSUMES
 ANY AND ALL RISKS ASSOCIATED WITH CUSTOMER'S EXERCISE OF PERMISSIONS
 UNDER THIS AGREEMENT. FuseSource does not warrant that FuseSource
 Subscription provided to Customer will operate in an uninterrupted,
 error-free or secure manner.

 11. LIMITATION OF LIABILITY. IN NO EVENT AND UNDER NO LEGAL THEORY,
 WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE,
 UNLESS REQUIRED BY APPLICABLE LAW OR AGREED TO IN WRITING, SHALL
 FUSESOURCE BE LIABLE TO CUSTOMER FOR DAMAGES, INCLUDING ANY DIRECT,
 INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY
 CHARACTER ARISING OUT OF THIS AGREEMENT OR OUT OF THE USE OR
 INABILITY TO USE THE FUSE TOOL (INCLUDING BUT NOT LIMITED TO DAMAGES
 FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION,
 OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES), EVEN IF
 FUSESOURCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 12. GENERAL.

 12.1 AMENDMENT; WAIVER. No modification or waiver of any provision of
 this Agreement shall be binding unless specifically agreed in a
 writing signed by both parties. Any failure or delay in exercising or
 enforcing any of the rights or remedies granted hereunder shall not
 operate as a waiver thereof. No waiver by a party of any breach of
 this Agreement shall operate as a waiver of any other or subsequent
 breach.

 12.2 ASSIGNMENT. This Agreement and rights granted hereunder may not
 be assigned, sub-licensed or transferred by Customer without the
 prior written consent of FuseSource.

 12.3 FORCE MAJEURE. Neither party shall be liable for any delay in
 meeting or for failure to meet any of its obligations under this
 Agreement due to any cause outside its reasonable control, including
 strikes, lock-outs, acts of God, war, riot, terrorist or threat of
 terrorist attack, malicious acts of damage, fire, acts of any
 government authority, failure of the public electricity supply,
 failure or delay on the part of any subcontractor beyond the
 subcontractor's reasonable control. This Section 12.3 shall not
 excuse Customer from the payment of money when due.

 12.4 NOTICES. All notices and requests in connection with this
 Agreement to be sent to FuseSource shall be given in writing and
 shall be sent by facsimile, hand delivery, overnight courier or mail
 which provides proof of delivery to the parties Attention: Legal
 Department, at the addresses for the applicable FuseSource Licensor
 set forth below, or to such other address as may be specified in
 writing, and shall be deemed given on the day of receipt or the date
 evidenced on the proof of delivery, whichever is earlier.

 12.5 HEADINGS. Section headings are inserted for convenience of
 reference only and shall not affect the interpretation of this
 Agreement.

 12.6 SEVERABILITY. If any provision of this Agreement is found
 invalid or unenforceable, that provision shall be reformed, construed
 and enforced to the maximum extent permissible, and the other
 provisions of this Agreement shall remain in full force and effect.

 12.7 Intentionally Omitted.

 12.8 MARKETING. FusesSource may identify Customer as a FuseSource
 customer in public statements and publications.

 12.9 LAW AND JURISDICTION. Regardless of which is the FuseSource
 Licensor, or where the Fuse Tool is used, this Agreement shall be
 governed by and construed in accordance with the laws of the
 Commonwealth of Massachusetts and the exclusive venue and
 jurisdiction shall be the federal and state courts located in the
 Commonwealth of Massachusetts. In all instances, the United Nations
 Convention for the International Purchase and Sale of Goods shall not
 apply.

 12.10 AUDIT. Upon request, Customer shall certify in writing its uses
 of Fuse Tool and that it has paid all appropriate FuseSource
 Subscription fees. FuseSource shall have the right to audit
 Customer's compliance with its obligations under this Agreement. Any
 audit shall be conducted during normal business hours, with as little
 disruption of Customer's business as is reasonably possible. Audits
 shall be at FuseSource's sole expense, unless an audit shows that
 Customer is using the Fuse Tool in violation of this Agreement or
 FuseSource Subscription fees are owed to FuseSource by Customer, in
 which case the Customer shall reimburse FuseSource for all costs
 incurred in connection with the audit and collection of amounts due.
 Customer shall pay all fees the audit shows to be due not later than
 thirty (30) days after the auditors' report is made available to
 Customer. FuseSource may use the audit report solely to enforce its
 rights under this Agreement and shall otherwise treat the audit
 report as Confidential Information (defined below).

 12.11 DISPUTE RESOLUTION. The parties shall attempt to resolve any
 dispute arising under this Agreement through the informal means
 described in this paragraph. Each party shall appoint a senior
 management representative who does not devote substantially all of
 his or her time to performance under this Agreement. The
 representatives shall provide to each other all non-privileged
 information with respect to the dispute that the parties believe to
 be appropriate and relevant. The representatives shall negotiate in
 good faith to resolve the dispute without the need for any formal
 proceeding. Formal proceedings for the resolution of the dispute may
 not be commenced until the earlier of (i) the designated
 representatives mutually conclude that resolution through negotiation
 does not appear likely; or (ii) thirty (30) calendar days have passed
 since the initial request to negotiate the dispute was made;
 provided, however, that a party may file for formal proceedings
 earlier solely to avoid the expiration of any applicable limitations
 period, to preserve a superior position with respect to other
 creditors, or to apply for interim or equitable relief.

 12.12 ADDITIONAL INFORMATION. The Fuse Tool may contain or be
 accompanied by certain non-proprietary components created and
 separately licensed to Customer by third parties. Some of these
 third-party software components are identified in, and subject to,
 special license notices, terms and/or conditions set forth in a
 �notices.txt� and/or �dependencies.txt� file and/or license directory
 accompanying the Fuse Tool.

 12.14 ENTIRE AGREEMENT. Both parties agree to be bound by the terms
 of this Agreement and that this Agreement constitutes the entire
 agreement of the parties and supersedes all previous licenses
 relating to the Fuse Tool, and all communications, oral or written,
 relating to the subject matter hereof. No representations or
 statements made by either party, which are not expressly stated
 herein, shall be binding on such party. Notwithstanding any language
 on any other document to the contrary, the terms of this Agreement
 shall take precedence over any purchase order or other document
 issued by Customer. All terms and conditions on any other document
 that are not expressly accepted by FuseSource in writing with
 reference to modification of this Agreement shall be null, void and
 of no legal effect.
