FUSION-IO END-USER LICENSE AGREEMENT (11.9.12)

	IMPORTANT - PLEASE READ CAREFULLY BEFORE INSTALLING OR USING THIS SOFTWARE PRODUCT:  This end-user license agreement ("EULA") is a legal agreement between you (either an individual or the entity you represent) ("you") and Fusion-io, Inc. ("Fusion-io") that governs your use of the generally available software product, user guide, and any related utilities and user documentation (collectively, the "Software"); your use of a beta release of a software product, user guide, and any related utilities and user documentation (collectively, "Beta Software"); and your use of Fusion-io's software development kit entitled "Fusion-io Management SDK" and any related user documentation (collectively, "SDK File").  The Software, Beta Software, and SDK Files are interchangeably referred to in this EULA as the "Product."

	RIGHTS IN THE PRODUCT ARE OFFERED ONLY ON THE CONDITION THAT YOU AGREE TO ALL TERMS AND CONDITIONS OF THIS EULA.  BY INSTALLING, COPYING, DOWNLOADING, OR OTHERWISE USING THE PRODUCT, YOU AGREE TO BE BOUND BY THIS EULA.  IF YOU DO NOT ACCEPT THIS EULA, DO NOT INSTALL, DOWNLOAD, OR OTHERWISE USE THE PRODUCT.

	1.                  License to the Product.  Subject to the restrictions set forth in this EULA, Fusion-io grants you a non-sub-licensable, nontransferable, nonexclusive, limited license during the term of this EULA to:  (a) use one copy of the Software or Beta Software in connection with the Fusion-io hardware product that corresponds with the Software or Beta Software and; (b)  make a single copy of the Software or Beta Software for backup or archival purposes only, as long as the copy contains all of the original proprietary notices; and (c) use one copy of the SDK File as permitted in Section 19(b) of this EULA below and make a single copy of the SDK File for backup or archival purposes only, as long as the copy contains all of the original proprietary notices.

	2.                    Evaluation License.  If Fusion-io has provided you with the Software solely for internal evaluation to determine whether you will purchase one or more of the corresponding hardware products, Fusion-io grants to you a limited, non-exclusive, non-transferable license, without right of sublicense, to internally use the Software, without modification, solely for evaluation purposes during the Evaluation Period ("Evaluation License").  The "Evaluation Period" means the 14 days following the date you initially download the Software unless Fusion-io agrees in writing to extend the period or otherwise to a longer Evaluation Period for a specified period of time.  The Software may be used only by those of your employees that must have access to the Software in order to permit you to evaluate the Software and corresponding hardware product.

	3.                    Restrictions on Use.  Except as expressly permitted under this EULA, you may not modify the Product or disable any licensing or control feature of the Product.  You may not rent, lease, sublicense, sell, assign, loan, or otherwise transfer the Product or any of your rights and obligations under this EULA.  You may not remove or destroy any copyright notices or other proprietary markings from the Product.  Except to the extent expressly permitted by applicable law or as expressly permitted under this EULA, you may not alter, modify, adapt, reverse-engineer, disassemble, or decompile the Product, merge the Product into another program, or create derivative works based on the Product.  You may not modify, alter, or change the configuration parameters of the Product to deviate from Fusion-io's published configuration parameter settings.  You may not use the Product to develop any product having the same primary function as the Product.  Additional restrictions on use may appear in the user documentation. 

	4.                   Third Party Software.   The Product may contain or be distributed with third party software covered by an open source software license ("Open Source Software") or software covered by a license other than the one granted by this EULA ("Third Party Software").  If Open Source Software is included, the terms and conditions of this license do not apply to the Open Source Software.  If Third Party Software is included, the terms and conditions of this license may not apply to Third Party Software.  Information concerning the inclusion of Open Source Software and Third Party Software, if any, and the notices, license terms, and disclaimers applicable to that software are generally contained in a corresponding license file identified with file names such as "notice," "license," "license.txt," "readme," "readme.txt," or "copying".  You should contact Fusion-io support if you cannot locate the Open Source Software or Third Party Software licenses for the Product.  If, in a notice file, Fusion-io identifies code as "Modifiable Code", Fusion-io authorizes you to a) modify the Modifiable Code, and b) reverse engineer the Product modules that directly interface with the Modifiable Code, provided you do so only for the purpose of debugging your modifications to the Modifiable Code.  If the Open Source Software licenses include a license that provides for the availability of source code (e.g., the GNU General Public License) and the corresponding source code is not included with the Product, check Fusion-io's product support pages to learn how to obtain such source code.

	5.                    Reservation of Rights.  The licenses granted to you under this EULA are not a transfer or sale of Fusion-io's or its suppliers' ownership rights in or to the Product.  Except for the licenses expressly granted under this EULA, Fusion-io and its suppliers retain all right, title, and interest (including all intellectual property rights) in and to the Product.  The Product is protected by applicable intellectual property laws, including United States patent and copyright laws and international property laws and treaties.  Fusion-io and its suppliers reserve all rights not expressly granted to you in this EULA.

	6.                    Feedback and Confidentiality.  If Fusion-io has provided you with Beta Software or has granted you an Evaluation License, your use of the Product is subject to the additional terms contained in this Section 6.

	(a)                  Feedback.  To help Fusion-io prepare the Beta Software for commercial release, Fusion-io is providing you with access to a copy of the Beta Software so that you can test and evaluate the Beta Software and provide feedback concerning the Beta Software, including identifying potential errors and improvements ("Feedback").  If this EULA grants you an Evaluation License, you may be required to provide such Feedback to Fusion-io under the terms of your evaluation agreement.  Fusion-io will own all right, title, and interest in and to any Feedback you provide, and you hereby assign all of your rights in the Feedback to Fusion-io.  Fusion-io may use the Feedback, free of charge, without obtaining your consent. 

	(b)                 Confidentiality.  You will take reasonable steps to maintain the confidentiality of and not disclose to any third party: (a) all non-public information disclosed by Fusion-io to you under this EULA and (b) all Feedback, performance data, and other information obtained through your testing and evaluation of the Software or Beta Software.

	7.               Limited Warranty and Disclaimer.  Fusion-io warrants that, for a period of 90 days from the date the Software is first installed, when used with a recommended hardware configuration, the Software will perform in substantial conformance with the documentation supplied with the Software.  SOFTWARE GOVERNED BY AN EVALUATION LICENSE, BETA SOFTWARE, AND SDK FILES ARE PROVIDED "AS IS" AND FUSION-IO DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS WITH REGARD TO SUCH PRODUCTS.  EXCEPT AS SET FORTH IN THE FOREGOING LIMITED WARRANTY, FUSION-IO AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT. FUSION-IO DOES NOT WARRANT THAT THE PRODUCT IS ERROR-FREE OR THAT THE PRODUCT WILL OPERATE WITHOUT INTERRUPTION.  THE PRODUCT IS NOT DESIGNED, INTENDED OR LICENSED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING WITHOUT LIMITATION, THE DESIGN, CONSTRUCTION, MAINTENANCE OR OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, AND LIFE SUPPORT OR WEAPONS SYSTEMS.  FUSION-IO SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH PURPOSES.

	8.                    Upgrades.  To use software provided by Fusion-io as an upgrade, update, or supplement (collectively "Upgrade"), you must first be licensed for the original Product identified by Fusion-io as eligible for the Upgrade. To the extent the Upgrade supersedes the original Product, you may no longer use such Product. This EULA applies to each Upgrade unless Fusion-io provides other terms with the Upgrade.  In case of a conflict between this EULA and such other terms, the other terms will prevail.

	9.                    Consent to Use of Data.  Fusion-io may collect technical information relating to your use of Products.  You grant Fusion-io and its contractors a perpetual, irrevocable right to use and disclose non-identifiable information relating to your use of the Products, as long as any disclosed information does not include a key or other mechanism that would enable the information to be re-identified.

	10.                  Audit.  You agree that Fusion-io may audit your use of the Product for compliance with these terms at any time, upon reasonable notice.  If such an audit reveals any use of the Product by you other than in full compliance with the terms of this EULA, you will reimburse Fusion-io for all reasonable expenses related to such audit in addition to any other liabilities you may incur as a result of such non-compliance.

	11.                 Termination.  This EULA will be effective upon installation of the Product and will terminate upon the earlier of:  (a) your failure to comply with any term of this EULA; (b) your return, destruction, or deletion of all instances and copies of the Product in your possession; (c) conclusion of the Evaluation Period, if this EULA grants you an Evaluation License; (d) six months after release of a "generally available" version of any Beta Software Fusion-io has provided you under this EULA; or (e) one year after your initial download of Beta Software Fusion-io has provided you under this EULA.  Upon termination of this EULA, at Fusion-io's request, you will certify in writing to Fusion-io that all instances and copies of the Product, or any portion thereof, have either been returned to Fusion-io or otherwise destroyed or deleted from any of your computers or storage devices.  Fusion-io's rights and your obligations will survive the termination of this EULA.

	12.                  Limitation of Liability.  Notwithstanding any damages that you might incur, the entire liability of Fusion-io and its suppliers under this EULA and your exclusive remedy under this EULA will be limited to the greater of the amount actually paid by you for the Product, or U.S. $50.00.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL FUSION-IO OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, PERSONAL INJURY, OR LOSS OF PRIVACY) RELATED IN ANY WAY TO THE USE OF OR INABILITY TO USE THE PRODUCT, EVEN IF FUSION-IO OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE ABOVE REMEDY FAILS OF ITS ESSENTIAL PURPOSE.  Some states or other jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

	13.                 U.S. Government Restricted Rights.  If the Product is licensed for use by the United States or for use in the performance of a United States government prime contract or subcontract, you agree that the Product is delivered as:  (a) "commercial computer software" as defined in DFARS 252.227-7014, Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation (Feb. 2012); (b) a "commercial item" as defined in FAR 2.101; or (c) "restricted computer software" as defined in FAR 52.227-14(a), Rights in Data--General (Dec. 2007); whichever is applicable..  The use, duplication, and disclosure of the Product by the Department of Defense shall be subject to the terms and conditions set forth in this EULA as provided in DFARS 227.7202 (Dec. 2011).  All other use, duplication and disclosure of the Product by the United States shall be subject to the terms and conditions set forth in this EULA and the restrictions contained in subsection (b) of FAR 52.227-19, Commercial Computer Software (Dec. 2007), or FAR 52.227-14, Rights in Data -- General Alternative III (Dec. 2007).  As defined in the FAR and DFARS, contractor/licensor is Fusion-io, Inc. 2855 E. Cottonwood Parkway, Suite 100, Salt Lake City, UT 84121.

	14.                Governing Law.  This EULA is governed by the laws of the State of Utah without giving effect to principles of conflict of laws.  You hereby consent to the exclusive jurisdiction and venue of the state and federal courts sitting in Salt Lake County, Utah to resolve any disputes arising under this EULA.  In each case this EULA will be construed and enforced without regard to the United Nations Convention on the International Sale of Goods.

	15.                   Export Laws.  You will comply with all laws, rules, and regulations (a) applicable to the export or import of the Product, or (b) restricting the use of the Product, including any restrictions on nuclear, chemical, or biological weapons proliferation.

	16.                No Waiver; Authorized Representatives.  The failure or delay of Fusion-io to exercise any of its rights under this EULA or upon any breach of this EULA will not be or be deemed a waiver of those rights or of the breach.  No Fusion-io dealer, agent, or employee is authorized to make any amendment to this EULA unless such amendment is in writing and signed by a duly authorized representative of Fusion-io.

	17.                  Entire Agreement.  This EULA contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications, agreements, and understandings relating to the Product, whether oral or written.  You agree that any varying or additional terms contained in any purchase order or other written notification or document issued by you in relation to the Product licensed under this EULA will be of no effect.  If any provision of this EULA is held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible and the remaining provisions of this EULA will remain in full force and effect.

	18.                Beta Releases.  IF THE SOFTWARE ACCOMPANYING THIS EULA IS BETA SOFTWARE, YOUR DOWNLOADING, INSTALLING, COPYING, OR OTHERWISE USING THE BETA SOFTWARE IS SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS IN ADDITION TO THOSE DESCRIBED IN SECTIONS 1 THROUGH 17OF THIS EULA:

	(a)                 Risks of Using Beta Software.  Fusion-io has not commercially released the Beta Software, and the Beta Software has not yet been tested like other commercially released software that you may use.  Therefore, it is likely that the Beta Software will contain errors, including errors that may cause the Beta Software or your computer or device to malfunction or cause a loss of data.  If you do not wish to accept the risk of errors in the Beta Software, please do not install or use the Beta Software.  Furthermore, Fusion-io is not obligated to correct errors, correct the effects of errors (e.g., fix your computer or recover lost data), or provide any technical support related to use of the Beta Software. 

	(b)                 Restrictions on Use.  You may not use the Beta Software in a live production environment or in conjunction with revenue bearing traffic.

	19.               SDK Files.  IF THE SOFTWARE ACCOMPANYING THIS EULA CONSISTS OF OR INCLUDES AN SDK FILE, YOUR DOWNLOADING, INSTALLATING, COPYING, AND OTHERWISE USING THE SDK FILE IS SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS IN ADDITION TO THOSE DESCRIBED IN SECTIONS 1 THROUGH 17 OF THIS EULA:

	(a)                 Definitions.  The SDK File includes the Toolkit and the Run-Time Library.  The "Toolkit" means the software development tool kit.  The "Run-Time Library" means a library of data or routines produced by or operated in conjunction with the Toolkit. 

	(b)                 License to the SDK Files.  Subject to the restrictions set forth in this EULA, Fusion-io grants you a nontransferable, nonexclusive, limited license during the term of this EULA to: (a) use, copy and distribute the Run-Time Library, in object code form only, and only in conjunction with the distribution of your own products; (b) use the Toolkit in object code form only, solely to incorporate the Run-Time Library into products; (c) modify any sample code provided as part of the SDK File; and (d) reproduce and distribute externally, in object code format only, and sublicense to end users the right to use, any sample source code provided as part of the SDK File or derivatives thereof (pursuant to subsection (c) above), solely as incorporated into or bundled with the your products.

	(c)                 Use of the SDK File.  The Toolkit is licensed as a single product.  The Toolkit is "in use" on a computer when it is loaded into the temporary memory (i.e. RAM) or installed into the persistent storage (e.g., hard disk, CD-ROM, or other storage device) of that computer.  You may not disable any licensing or control feature of the SDK File.

	(d)               Indemnity.  You agree to defend, indemnify, and hold Fusion-io and its suppliers harmless from and against any and all costs, damages, losses, claims and lawsuits, including attorneys' fees, that arise or result from the use or distribution of your own products, provided that Fusion-io gives you prompt written notice of any such claim, tenders to you the defense or settlement of such a claim at your expense, and cooperates with you, at your expense, in defending or settling such claim.

	Please direct all questions concerning this EULA to: Fusion-io, Inc., 2855 E. Cottonwood Parkway, Suite 100, Salt Lake City, UT 84121; Attention: Legal Department.