SOFTWARE LICENSE

‍

Efficient Computer Software License

This Efficient Computer Software License (the "License") governs your access to and use of software packages and docker container images that include, among other software, our proprietary software known as the effcc Compiler (such software, "Efficient Computer Software", and such container images, the "Efficient Computer Container Images").

‍

"Efficient Computer Software" and "Efficient Computer Container Images" shall collectively be referred to in this document as "Efficient Computer Software Packages".

‍

This License forms an agreement between you and Efficient Computer Corporation, a corporation governed by the state laws of California (the applicable entity with whom you are contracting with, "Efficient Computer", "us", "we", "our"). The term "you" refers to the person or entity installing, downloading, accessing or otherwise using Efficient Computer Container Images.

‍

BY USING THE EFFICIENT COMPUTER CONTAINER IMAGE, YOU AGREE TO BE BOUND BY AND COMPLY WITH THIS LICENSE, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 1. IF YOU ARE USING THE EFFICIENT COMPUTER CONTAINER IMAGE ON BEHALF OF ANOTHER PERSON OR ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH PERSON OR ENTITY TO THIS LICENSE.

1. Changes to this License and Efficient Computer Software Packages

Except where prohibited by applicable law, we reserve the right to change this License at any time without notice. A copy of our most current version of the License can be found at: www.efficient.computer/softwarelicense.

Your continued access to or use of Efficient Computer Software Packages after any changes to this License indicates your acceptance of such changes. It is your responsibility to review the most current version of this License.

‍

Effects of Continued Use

If you do not agree to any modification of this License, your sole remedy is to immediately cease all access to and use of the Efficient Computer Software Packages. Continued access to or use of the Efficient Computer Software Packages after the effective date of any modification constitutes acceptance of the modified License.

2. Support for Efficient Computer Software Packages

For general inquiries related to the Efficient Computer Software Packages or information regarding Efficient Computer's other related products and services, please visit: https://support.efficient.computer.

3. License to Efficient Computer Software Packages

a. Subject to the terms and conditions of this License, we grant you a worldwide, non-exclusive, non-transferable, non-sublicensable and revocable license during the Term (defined in Section 10) to use the Efficient Computer Software Packages for your internal purposes only and in accordance with this License and any documentation governing the Efficient Computer Software Packages that we make available from time to time.
b. Your use of the Efficient Computer Software Packages will:
- i. comply with applicable laws;
- ii. ensure that any distribution contains the following notice in a prominent manner: "This software contains materials provided and copyrighted by Efficient Computer Corporation"; and
- iii. ensure that any distributions of any modifications or other derivative works to the Efficient Computer contain clear disclaimers of all liability in respect of Efficient Computer.
c. No Perpetual or Free License: For clarity, no license granted under this License is perpetual, irrevocable, royalty-free, or guaranteed to be offered without charge. Efficient Computer reserves the right, at any time and in its sole discretion, to modify the terms under which the Efficient Computer Software Packages are offered, including introducing fees, subscription requirements, usage limits, or other commercial terms, subject to Section 1.

4. Prohibited Use

You will not, without our prior written permission, use Efficient Computer Container Image other than permitted by this License. Without limiting the generality of the foregoing and except as otherwise permitted by other licenses in respect of open source components, you will not (and will not attempt to):

a. use Efficient Computer Software Packages to build any product or service that violates any applicable laws;
b. use Efficient Computer Software Packages for the purpose of building a similar or competitive product or service;
c. modify, reverse engineer, adapt, translate, decompile, disassemble or derive the source code to the Efficient Computer Software Packages; or
d. sell, assign, sublicense, rent, lease, loan, provide, copy, reproduce, distribute or otherwise transfer all or any portion of the Efficient Computer Software Packages.

5. Open Source Software

The Efficient Computer Software Packages contain open source software that are individually licensed under their respective open source licenses. You agree to comply with the terms and conditions of such licenses. A current list of open source packages used by us may be found at: www.docs.efficient.computer.

6. Ownership

All rights, title and interest, including intellectual property rights, in Efficient Computer Software Packages and all other materials provided by us hereunder remain with us (or our third party suppliers). Efficient Computer Software Packages are licensed and not "sold" to you. All rights not expressly granted are reserved.

7. Disclaimers

YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT EFFICIENT COMPUTER CONTAINER IMAGE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES OF ANY KIND (INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES), RESULTING FROM OR RELATED TO THIS LICENSE.

9. Indemnification

You will defend, indemnify and hold harmless us and our officers, directors, employees and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs (including legal fees) arising out of:¹

a. your breach of this License;²

b. your violation of any law or the rights of a third party; or³

c. your use of Efficient Computer Software Packages.⁴

10. Term and Termination;⁵ Survival

This License commences on the day you first use the Efficient Computer Container Image and continues until terminated. Either Party may terminate this License at any time with immediate effect by giving notice. Upon termination, you must immediately cease all access and permanently delete all copies of the software.

Sections 6 (Ownership), 7 (Disclaimers), 8 (Limitation of Liability), 9 (Indemnification), 10 (Survival), and 11 (General Provisions) shall survive termination.

11. General Provisions

This License is governed by the laws of the State of California. Any legal proceedings shall take place in San Jose, California. This License constitutes the entire agreement between you and us. If any provision is determined to be void or unenforceable, that provision will be severed and the remaining provisions will remain in effect. You may not assign this License without our prior written consent.