Fuse Management Console 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 Management Console 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.
 

