NOTE: This agreement covers the downloaded versions of our software. Use by customers that purchase licenses from Kaviza, or its resellers, are governed by a separate agreement.

THIS KAVIZA LICENSE AGREEMENT (“Agreement”) IS A LEGAL AGREEMENT BETWEEN YOU AND KAVIZA, INC. ("Kaviza") REGARDING THE LICENSE OF KAVIZA VIRTUAL DESKTOP SERVER and KAVIZA MANAGER (collectively, the “Software”). BY CLICKING "AGREE AND SUBMIT" YOU ARE AGREEING TO THE TERMS OF THE AGREEMENT. IF YOU DO NOT AGREE TO SUCH TERMS, DO NOT CLICK "AGREE AND SUBMIT" BELOW, AND YOU WILL NOT BE PERMITTED TO DOWNLOAD the Software.

1. The Agreement

This Agreement is a contract between you and Kaviza concerning your use of the Software. Kaviza reserves the right to change this Agreement at any time upon notice to you. Your continued use of the Kaviza website located at URL: http://www.Kaviza.com ("Website") after the effective date of such changes constitutes your acceptance of and agreement to such changes. Without limiting the foregoing, and notwithstanding anything contained in this Agreement, Kaviza will have the right from time to time to institute fees relating to the Software.

2. Kaviza software

(a) License Grant

Kaviza hereby grants you a non-exclusive, non-sublicensable, revocable as specified below, and non-transferable license to install and use the Software solely for internal use purposes. You shall not allow more than twenty five users to access and use the Software except as expressly set forth herein, this Agreement grants you no rights in the intellectual property of Kaviza, its licensors, or any other party. If you violate the terms of this license, Kaviza may terminate this Agreement upon notice, as well as your right to access and use the Software.

(b) License Restrictions

You shall not permit or assist others to: (i) access or use the Software for any purpose other than to create and run virtual desktops for internal use purposes; (ii) decompile, disassemble, reverse engineer or otherwise attempt to derive source code from the Software in whole or in part (or in any instance where the law permits such action, you agree to provide Kaviza at least ninety (90) days advance written notice of your belief that such action is warranted and permitted, and to provide Kaviza and its licensors with an opportunity to evaluate if the law’s requirements necessitate such action); (iii) sell, rent, lease, license, sublicense, loan or otherwise transfer in whole or in part the Software and related documentation to any third party; (iv) use the Software in any manner that violates any applicable law or regulation, including without limitation any third party copyright or other intellectual property or proprietary right; or (v) modify or create derivative works based on the Software. You represent and warrant that you will comply with all applicable federal, state and local laws and regulations pertaining to your use of the Software.

(c) Copying

You may reproduce the Software in machine readable format solely as necessary to exercise the rights granted in Section 2(a) and to make a reasonable number of back-up copies of the SoftwareYou shall not copy the Software except as permitted by this Agreement.

(d) Beta Release Versions of the Software

Notwithstanding anything to the contrary in this Agreement, in the event that the version of the Software is a "beta release" or other pre-release version ("Beta Release"), your rights in that Beta Release may expire 90 days after you first install and use it. After those 90 days, the Beta Release may cease to function. A Beta Release may contain, in Kaviza's sole discretion, more or fewer features or different licensing terms than a subsequent commercial release of Kaviza Player or Kaviza Creator. While Kaviza generally intends to distribute commercial versions of Beta Releases, Kaviza reserves the right not to release a later commercial version of any Beta Release. Without limiting any disclaimer of warranty or other limitation stated herein, you agree that any Beta Release is not considered by Kaviza to be suitable for production use, and that it may contain errors affecting its proper operation.

3. General Licensing Terms

(a) Updates

Kaviza may, in its sole discretion, require you to perform, or automatically perform, updates, modifications, reinstallations or the downloading of additional software or patches to the Software ("Updates"). By installing, running or using the Software, you agree to permit or to perform all such Updates. Each Update will be deemed a part of the Kaviza Virtual Desktop Server and Kaviza Manager and will be subject to this Agreement.

(b) Export Law

All Software and technical data delivered under this Agreement are subject to US export control laws and may be subject to export or import regulations in other countries. You agree to comply strictly with all such laws and regulations and acknowledge that you have the responsibility to obtain such licenses to export, re-export, or import as may be required after delivery to you. In addition you represent and warrant that you are not a citizen, or otherwise located within, an embargoed nation (including without limitation Iran, Syria, Sudan, Cuba, and North Korea) and that you are not otherwise prohibited under the Export Laws from receiving the Software. All rights to use the Software are granted on condition that such rights are forfeited if you fail to comply with the terms of this agreement.

(c) Government End Users

The Software contains commercial computer software and commercial computer software documentation belonging to Kaviza and its licensors. In accordance with FAR 12.212 and DFARS 227.7202, use, duplication or disclosure is subject to restrictions under paragraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at 252.227-7013, and further restricted by this Agreement. Any use of the Software by the U.S. Government is also subject to the terms and conditions of this Agreement.

4. Open Source Software

The Software may contain open source software components, each of which has its own copyright notice requirements and own applicable license conditions. These components are subject to the terms of third party open source licenses, and not the terms of this Agreement.

5. Intellectual Property Rights

Kaviza and its licensors hereby reserve all right, title, and interest in and to the Software and all intellectual property rights related thereto not expressly granted in this Agreement. KavizaVirtual Desktop Server and Kaviza Manager and all other trademarks, service marks, graphics and logos used in connection with Kaviza or the Website are trademarks or registered trademarks of Kaviza or Kaviza's licensors.

6. Termination

Kaviza may terminate this Agreement, your rights under this Agreement, and your access to and use of the Software in its sole discretion upon notice to you. Subsequent to termination, Kaviza reserves the right to exercise whatever means it deems necessary to prevent your unauthorized access to and use of the Software.

7. Survival

Upon termination, all rights and obligations created by this Agreement will terminate, except that you will continue to be bound by those terms that would by their nature survive such termination, including without limitation those concerning intellectual property rights; disclaimers of warranties and limitations of liability; representations, warranties and indemnity obligations; and general provisions.

8. No Warranty

YOU AGREE THAT YOUR ACCESS TO AND USE OF, OR INABILITY TO ACCESS OR USE, THE SOFTWARE IS AT YOUR SOLE RISK. THE SOFTWARE ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND KAVIZA AND ITS CONTRACTORS AND LICENSORS, AS APPLICABLE, MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF PROPRIETARY RIGHTS. YOU ACKNOWLEDGE THAT THE OPERATION OF THE SOFTWARE MAY NOT BE UNINTERRUPTED OR ERROR-FREE. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, KAVIZA AND ITS CONTRACTORS OR LICENSORS, WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, REGARDLESS OF THE BASIS OR NATURE OF THE CLAIM, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY ACCESS TO OR USE OF THE SOFTWARE INCLUDING WITHOUT LIMITATION ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR CONFIDENTIAL OR OTHER INFORMATION, LOSS OF PRIVACY NEGLIGENCE, OR OTHERWISE, EVEN IF SUCH PARTIES WERE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE AGGREGATE LIABILITY FOR ANY AND ALL OF YOUR CLAIMS AGAINST KAVIZA AND ITS CONTRACTORS AND LICENSORS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR ACCESS TO OR USE OF THE WEBSITE, THE SOFTWARE, OR THE HOSTING SERVICES EXCEED THE MONEY PAID TO KAVIZA FOR SAID ACCESS OR USE DURING THE 12-MONTH PERIOD PRIOR TO THE DATE A CLAIM IS MADE. THE PARTIES AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

10. Dispute Resolution

(a) Binding Arbitration

All disputes arising out of or relating to this Agreement (including its formation, performance, or alleged breach) of your access to or use of the Software, including without limitation your or others' downloading or consumption of Contributions or content or other materials available by means of the Software, Website, or your purchasing of goods or services from third parties, will be exclusively resolved under confidential binding arbitration held in Santa Clara County, California. The arbitrator's award will be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement will be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise. The parties also may seek an order or judgment by a court of competent jurisdiction compelling arbitration or confirming any arbitration award secured under this Section 10(a).

(b) Injunctive Relief and Confirmation Proceedings

Notwithstanding the foregoing, Kaviza will have the right to seek injunctive relief to enforce this Agreement or to stop or prevent an infringement of proprietary or other third-party rights.

(c) Jurisdiction and Venue

In the event of litigation or to compel arbitration or to enforce an arbitration award under Section 10(a), or to obtain an injunction under Section 10(b), the parties hereby irrevocably consent and submit to the personal jurisdiction and venue of the state and federal courts located in Santa Clara County, California.

(d) Applicable law

EXCEPT TO THE EXTENT APPLICABLE LAW, IF ANY, PROVIDES OTHERWISE, THIS AGREEMENT AND ANY ACCESS TO OR USE OF THE SOFTWARE, INCLUDING WITHOUT LIMITATION YOUR OR OTHERS' DOWNLOADING OR CONSUMPTION OF CONTRIBUTIONS OR CONTENT OR OTHER MATERIALS AVAILABLE BY MEANS OF THE WEBSITE OR THIRD-PARTY WEBSITES, OR YOUR PURCHASING OF GOODS OR SERVICES FROM THIRD PARTIES, WILL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, U.S.A.

11. Contact Information

All notices and other communications to Kaviza required under this Agreement should be directed to support@Kaviza.com.

12. Miscellaneous

This Agreement constitutes the entire agreement between Kaviza and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of Kaviza, or by the posting by Kaviza of a revised version. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties' original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may not assign your rights under this Agreement to any third party; Kaviza may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.