LICENSE_EE.txt

 ENTERPRISE EDITION AGREEMENT
------------------------------------------------------------

This End User License Agreement ("Agreement") is entered into by and
between Magento, Inc. ("Magento"), and the Licensee executing the
Magento Order Form (defined below). The parties agree as follows:

1. LICENSE

1.1. Subject to Licensee's payment of the applicable fees and to
Licensee's compliance with other terms and conditions of this Agreement,
Magento grants Licensee a non-transferable, non-assignable,
non-sublicensable, worldwide license to copy the Software for the
purpose of installing and using it on a computer and solely for internal
purposes, in accordance with the Software's technical documentation and
solely during the periods and on the maximum number of Designated
Servers specified in one or more applicable Magento or
Magento-authorized reseller ordering schedules (the "Magento Order
Form") executed with Licensee.

1.2. In the event that Licensee's actual number of Servers of a
particular Software license exceeds the licensed number of Designated
Servers on such license, Licensee shall promptly provide Magento with
written notice and pay Magento the fees required to license such
additional Server(s) in accordance with the commercial terms set out in
the Magento Order Form.

1.3. Licensee shall implement reasonable controls to ensure that it does
not exceed the maximum number of licensed Servers of the Software.
Magento reserves the right to audit Licensee's use of the Software
during normal business hours and with reasonable notice and to include
means within the Software to limit Licensee's use of the Software to the
licensed number of Servers.

1.4. Magento shall provide to Licensee an initial copy of the Software,
including the associated technical documentation, for use by Licensee in
accordance with this Agreement. Subject to Sections 1.1-1.3 above,
Licensee is authorized to make a reasonable number of non-Server copies
of the Software, e.g., onto a local pc, as it requires for purpose of
exercising its rights under this Agreement.

1.5. Licensee is authorized to use the Software on a single substitute
or backup Server on a temporary basis without charge any time a
Designated Server is inoperative due to a malfunction beyond the control
of Licensee. Licensee may transfer the Software on a permanent basis to
a single replacement Server without charge. Licensee agrees to provide
Magento with written notice, including the Server type and operating
system, of any such transfer to a backup or replacement Server within
five (5) days thereafter.

1.6. Licensee acknowledges that portions of the Software are also freely
available to the public under Magento's open source version of the
Software, known as Magento Community Edition, subject to certain
conditions, with limited warranties and other limited assurances, and
without service or support. As an express condition for the license
granted hereunder, Licensee agrees that any use during the term of this
Agreement of such open source versions of the Software, whether in a
Production Server Instance or a Non-Production Server Instance, shall be
deemed use of the Software for purposes of the calculation of fees
payable under the Agreement.

1.7. Magento also grants Licensee the right to modify and create
derivative works of the Software. Licensee may contribute the rights in
any of those derivative works back to Magento. Licensee may contact
Magento for more information regarding contributions of derivative works
rights to Magento. Regardless of whether Licensee contributes such
derivative works rights to Magento, Licensee hereby grants Magento a
perpetual and irrevocable (irrespective of the expiration or termination
of this Agreement), nonexclusive, transferable, worldwide, and
royalty-free license to reproduce, create derivative works of,
distribute, perform, and display any derivative works of the Software
developed by or for Licensee, and to use, make, have made, sell, offer
to sell, import, export, and otherwise exploit any product based on any
such derivative works.

2. LICENSE EXCLUSIONS

2.1 Except as expressly authorized herein, Licensee shall not:

a. use or deploy the Software on any Server in excess of the number of
Designated Servers specified in the applicable Magento Order Form;

b. distribute, sublicense, disclose, market, rent, lease, or offer
remote computing services, networking, batch processing or transfer of,
the Software to any third party, or permit any person or entity to have
access to the Software by means of a time sharing, remote computing
services, networking, batch processing, service bureau or time sharing
arrangement;

c. export the Software in violation of U.S. Department of Commerce
export administration regulations.

2.2. No license, right or interest in any Magento trademark, trade name
or service mark is granted hereunder.

3. FEES AND PAYMENT TERMS

Licensee agrees to the fees and payment terms that are described in each
Magento Order Form executed by Licensee.

4. TITLE AND PROTECTION

4.1. Magento (or its third party providers) retains title to all
portions of the Software and other Proprietary Materials and any copies
thereof. The Proprietary Materials contain valuable proprietary
information, and Licensee shall not disclose them to anyone other than
those of its employees or consultants under written nondisclosure
obligations at least as restrictive as those contained in this
Agreement, having a need to know for purposes consistent with this
Agreement. Licensee shall be responsible for the compliance of such
employees or consultants. Licensee shall affix, to each full or partial
copy of the Software made by Licensee, all copyright and proprietary
information notices as were affixed to the original. The obligations set
forth in this Section shall survive termination of this Agreement.

4.2. Licensee acknowledges that the Software includes certain open
source software which is governed by the applicable license terms
thereof. A list of such open source software, as amended from time to
time, including the links applicable to such open source software is
specified in the product software bundled within the Software, and the
Software is subject to the provisions of such license agreements, and in
the event of any contradiction between the provisions of this Agreement
and the provisions of such applicable license agreement, the provisions
of the applicable open source license agreement shall prevail solely
with respect to such open source software products.

4.3. If the Software is acquired by or on behalf of a unit or agency of
the U.S. Government (the "Government"), the Government agrees that such
Product is "commercial computer software" or "commercial computer
software documentation" and that, absent a written agreement to the
contrary, the Government's rights with respect thereto are limited by
the terms of this Agreement, pursuant to applicable FAR and/or DFARS and
successor regulations.

5. PATENT AND COPYRIGHT INDEMNITY

Subject to the limitations in Section 8, for such time as Licensee is
entitled to receive Support Services (as defined below), Magento shall
indemnify and defend Licensee against any claims made by a third party
that Licensee's reproduction of the Software (which, for the purposes of
this Section 5, means the Software as delivered by Magento, excluding
the open source software programs described in Section 4.2) as permitted
in this Agreement directly infringes such third party's United States
patent or copyright, provided that Licensee complies with the
requirements of this Section. Licensee will (a) provide Magento prompt
written notice of any claim that the Software infringes any intellectual
property rights, (b) provide Magento with all information and assistance
requested of it with respect to any such claim, and (c) offer Magento
sole and complete authority to defend and/or settle any and all such
claims.

In the event that a court holds that the Software, or if Magento
believes a court may hold that the Software, infringes the intellectual
property rights of any third party, Magento may (but is not obligated
to), in its sole discretion, do any of the following: obtain for
Licensee the right to continue using the Software, replace or modify the
Software so that it becomes non-infringing while providing substantially
equivalent performance or, accept return of the Software, terminate this
Agreement, and refund Licensee an amount equal to the license fees paid
to Magento multiplied by the percentage of the term of the license for
the Software that Licensee did not enjoy due to the early termination by
Magento.

Magento shall have no liability or obligation under this Agreement to
the extent the alleged infringement is based on (i) a modification or
derivative work of the Software developed by anyone other than Magento;
(ii), a combination of the Software with any product or service not
provided by Magento; (iii) use of the Software with one or more Servers
not listed in a Magento Order Form; (iv) use of the Software other than
in accordance with this Agreement or the documentation; (v) indirect or
willful infringement; or (vi) any open source code, as described in
Section 4.2.

This Section 5 states Magento's entire liability and Licensee's
exclusive remedy for any infringement related to the Software.

6. DEFAULT AND TERMINATION

6.1. An event of default shall be deemed to occur if: (i) Licensee fails
to perform any of its obligations under the Sections entitled "License
Exclusions" or "Title and Protection"; (ii) Licensee fails to pay
amounts due pursuant to its agreement to the fees and payment terms in
Section 3 of this Agreement within seven (7) days of the relevant due
date; or (iii) either party fails to perform any other material
obligation under this Agreement and such failure remains uncured for
more than thirty (30) days after receipt of written notice thereof.

6.2. If an event of default occurs, the non-defaulting party, in
addition to any other rights available to it under the law, may
terminate this Agreement and all licenses granted hereunder by written
notice to the defaulting party.

6.3. Within thirty (30) days after termination of the Software license
or this Agreement or expiration of the license term as specified in the
Magento Order Form, Licensee shall certify in writing to Magento that
Licensee has ceased use of any and all Proprietary Materials and that
all copies or embodiments thereof in any form, including partial copies
within modified versions, have been destroyed.

7. WARRANTY

7.1. Warranty for Software Magento warrants for a single period of
ninety (90) days commencing upon Magento's electronic delivery of the
Software to Licensee that the Software, as delivered, will in all
material respects perform the functions described in the specifications
contained in the documentation provided with the Software. In the event
that the Software does not, in all material respects, perform the
functions therein described, Magento or its authorized reseller will
undertake to correct any reported error in accordance with the Support
Services Terms and Conditions set forth below in Section 9, which shall
be Magento's entire liability and Licensee's exclusive remedy for breach
of this warranty. Magento does not warrant that the Software will meet
Licensee's requirements, that the Software will operate in the
combinations which Licensee may select for use, that the operation of
the Software will be uninterrupted or error-free, or that all error
conditions will be
corrected. EXCEPT AS PROVIDED IN THIS SECTION ALL SOFTWARE PROVIDED
HEREUNDER IS PROVIDED "AS IS".

7.2. Disclaimer THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 7 ARE
THE ONLY WARRANTIES MADE BY MAGENTO WITH RESPECT TO THE SOFTWARE
PROVIDED BY MAGENTO. MAGENTO MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED
OR ARISING BY CUSTOM OR TRADE USAGE, AND, SPECIFICALLY, MAKES NO
WARRANTY OF TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT,
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. MAGENTO'S EXPRESS
WARRANTIES SHALL NOT BE ENLARGED, DIMINISHED OR AFFECTED BY, AND NO
OBLIGATION OR LIABILITY SHALL ARISE OUT OF, MAGENTO RENDERING TECHNICAL
OR OTHER ADVICE OR SERVICE IN CONNECTION WITH THE SOFTWARE.

8. LIMITATION OF LIABILITY

8.1. Liability Exclusions UNDER NO CIRCUMSTANCES WILL MAGENTO BE LIABLE
FOR: LOSS OF REVENUE; LOSS OF ACTUAL OR ANTICIPATED PROFITS; LOSS OF
CONTRACTS; LOSS OF THE USE OF MONEY; LOSS OF ANTICIPATED SAVINGS; LOSS
OF BUSINESS; LOSS OF OPPORTUNITY; LOSS OF GOODWILL; LOSS OF REPUTATION;
LOSS OF, DAMAGE TO OR CORRUPTION OF DATA; OR CONSEQUENTIAL OR INDIRECT
LOSS OR SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES (INCLUDING, FOR THE
AVOIDANCE OF DOUBT, WHERE SUCH LOSS OR DAMAGE IS ALSO OF A CATEGORY OF
LOSS OR DAMAGE ALREADY LISTED), WHETHER FORESEEABLE OR UNFORESEEABLE,
BASED ON CLAIMS OF LICENSEE, MAGENTO OR ANY THIRD PARTY ARISING OUT OF
ANY BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY CONDITIONS OR OTHER
TERM, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, OTHER LIABILITY
IN TORT, FAILURE OF ANY REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR
OTHERWISE.

8.2. Liability Cap NOTWITHSTANDING THE FORM (E.G., CONTRACT, TORT, OR
OTHERWISE) IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT, IN NO
EVENT (INCLUDING WITH RESPECT TO OBLIGATIONS ARISING UNDER SECTION 5)
WILL MAGENTO OR ITS SUPPLIERS BE LIABLE FOR DAMAGES, EXPENSES, COSTS,
LIABILITIES, SUITS, CLAIMS, RESTITUTION OR LOSSES, THAT EXCEED, IN THE
AGGREGATE, THE AMOUNT OF FEES PAID BY LICENSEE FOR THE SOFTWARE LICENSE
IN THE FIRST TWELVE (12) MONTH PERIOD AFTER THE EFFECTIVE DATE.

9. SUPPORT SERVICES TERMS AND CONDITIONS

For the periods specified in the Magento Order Form, Magento or its
authorized reseller will provide support services and Updates for the
Software as described in Magento's standard Support Services Terms and
Conditions, which follow. Magento will have no obligation to provide
support for any modifications or derivative works of the Software
developed by anyone other than Magento.

10. CUSTOMER REFERENCES

Licensee hereby grants Magento the right to display Licensee's logos as
part of Magento's customer lists and other related marketing materials.
The parties shall cooperate to undertake mutually-agreed joint marketing
activities.

11. NOTICES

All notices shall be in writing and sent by first class mail or
overnight mail (or courier), transmitted by facsimile (if confirmed by
such mailing), or email, to the addresses indicated on the Magento Order
Form, or such other address as either party may indicate by at least ten
(10) days' prior written notice to the other party. Notices to Magento
shall be sent to the Contracts Administration Department.

12. ASSIGNMENT

Licensee may not assign this Agreement without the prior written consent
of Magento; provided that such consent shall not be required for
assignment to a purchaser of all or substantially all of the assets or
equity securities of Licensee who undertakes in writing to be bound by
all the terms and conditions of this Agreement. Any prohibited
assignment shall be null and void.

13. ENTIRE AGREEMENT

Along with Magento's standard Support Services Terms and Conditions,
which follow, and the Magento Order Form, this Agreement is the complete
and exclusive agreement between the parties, which supersedes all
proposals or prior agreements, oral or written, including any online
(click-through) agreement, which Licensee may have accepted in
conjunction with the downloading of the Software, and all other
communications between the parties relating to the subject matter
hereof. No purchase order, other ordering document or any hand written
or typewritten text, which purports to modify or supplement the printed
text hereof or Magento Order Form shall add to or vary the terms thereof
and Magento hereby rejects same. Except as contained in a writing signed
by both parties, all such proposed variations or additions are objected
to and shall have no force or effect.

14. GENERAL

This Agreement is made in and shall be governed by the laws of the State
of California, without giving effect to any principles that provide for
the application of the law of another jurisdiction. All proceedings
shall be conducted in English. Venue for all proceedings shall be Santa
Clara County, California, provided that Magento may seek injunctive
relief in any court of competent jurisdiction. The United Nations
Convention for the International Sale of Goods shall not apply. The
section headings herein are provided for convenience only and have no
substantive effect on the construction of this Agreement. Except for
Licensee's obligation to pay Magento, neither party shall be liable for
any failure to perform due to causes beyond its reasonable control. If
any provision of this Agreement is held to be unenforceable, this
Agreement shall be construed without such provision. The failure by a
party to exercise any right hereunder shall not operate as a waiver of
such party's
right to exercise such right or any other right in the future. This
Agreement may be amended only by a written document executed by a duly
authorized representative of each of the parties. The parties agree to
receive electronic documents and accept electronic signatures
(information attached or logically associated with such document and
clicked or otherwise adopted with an intent to sign) including in
counterparts, which shall be valid substitutes for paper-based documents
and signatures, and the legal validity of a transaction will not be
denied on the ground that it is not in writing.

15. DEFINITIONS

"Designated Server" shall mean the Server specified in a Magento Order
Form with respect to a particular Software license. Such Server may be
that of a third-party under nondisclosure obligations that will host the
Software for the benefit of Licensee.

"Modifications" means any code developed by Licensee or any third party,
including without limitation, configuration, integrations,
implementations, or localizations to the external layer of the core,
baseline Software product. The term "Modifications" excludes Updates.

"Proprietary Material" means the Software, related documentation, and
all parts, copies and modifications thereof, and any other information,
in whatever form, received by Licensee hereunder, provided, however,
such information shall not be deemed Proprietary Material if it (a) is
or becomes a part of the public domain through no act or omission of
Licensee; or (b) was in Licensee's lawful possession prior to the
disclosure and had not been obtained by Licensee from Magento; or (c) is
lawfully disclosed to Licensee by a third party without restriction on
disclosure; or (d) is independently developed by Licensee without
reference to or use of Magento's Proprietary Material.

"Server" means each physical or virtual server from which a single
instance of the Software is accessed and used either for production
purposes ("Production Server Instance") or for non-production purposes,
such as development, testing, training and other non-operational
business transactions ("Non-Production Server Instance"). For example,
if one server contains two (2) instances of the Software, i.e., one
Production Server Instance and one Non-Production Server Instance, then
a Server license is required for each of such instances; development
in-house and by third-party consultants requires licenses for two
Non-Production Server Instances.

"Software" means Magento's proprietary e-commerce software solution
known as the Magento™ Enterprise Edition, provided solely in source
code, including associated technical documentation, and all Updates
thereof furnished to Licensee as part of Support Services. Except as
otherwise specified herein, the term Software includes certain open
source software programs described in Section 4.2. "Software" does not
include any Modifications.

"Updates" means all published revisions and corrections to the printed
documentation and corrections and new releases of the Software, which
are generally made available to Magento's supported customers at no
additional cost or for media and handling charges only. Updates shall
not include any options or future products which Magento sells
separately.


 SUPPORT SERVICES TERMS AND CONDITIONS
------------------------------------------------------------

Unless otherwise defined herein, all capitalized terms will have the
meanings set forth in the Agreement.

1. "SUPPORT SERVICES" CONSISTS OF:

a. Advice regarding the downloading, installation and configuration of
the Software (including Updates provided by Magento, but excluding for
the avoidance of doubt any Modifications to the Software), when used by
Licensee on systems that meet the Software's "System Requirements"
specified on Magento's website currently located at magento.com and its
related sites as may be updated by Magento from time to time
(collectively, the "Site") (see specifically,
http://enterprise.magento.com/resources/system-requirements)

b. Facilities for bug tracking, escalation of problems for priority
attention, and access to community-supported FAQs and Forums relating to
the Software.

c. Assistance with troubleshooting to diagnose and fix errors in the
Software.

d. Access to Magento documentation relating to the Software, including
authorization to make copies of that documentation for internal use as
specified in the Agreement.

2. EXCLUSIONS FROM SUPPORT SERVICES Magento shall have no obligation to
support (i) versions of the Software other than the then-current and
immediately previous releases, which are operated on a supported
hardware/operating system platform specified in the release notes for
the Software; (ii) altered or modified Software; (iii) Software accessed
on unlicensed Servers; (iv) problems caused by Licensee's negligence,
misuse, or hardware malfunction; or (v) use of the Software inconsistent
with Magento's instructions. Magento is not responsible for hardware
changes necessitated by changes to the Software. Support Services does
not include:

a. Assistance in the development or debugging of Licensee's system,
including the operating system and support tools.

b. Information and assistance on technical issues related to the
installation, administration, and use of enabling technologies such as
databases, computer networks, and communications.

c. Assistance with the installation and configuration of hardware
including, but not limited to computers, hard disks, networks, and
printers.

3. SUBCONTRACTORS Magento or its authorized resellers reserve the right
to subcontract any or all of the work to be performed under these
Support Terms, and Magento retains responsibility for any work so
subcontracted.

4. LICENSEE RESPONSIBILITIES Licensee shall provide commercially
reasonable cooperation and full information to Magento or its authorized
resellers with respect to the furnishing of Support Services under this
Agreement.

5. SUPPORT CONTACTS Licensee shall designate one or more support
contacts that are authorized to submit Software problems. If Licensee
has purchased the license from a Magento-authorized reseller, Licensee
shall contact that party for assistance. If Licensee has purchased the
license directly from Magento, Licensee may contact Magento on the Site
or at its toll-free Support telephone number.

6. PROBLEM PRIORITY Upon receipt of a properly submitted Software
problem, as specified on the Site or its authorized reseller shall
prioritize it in accordance with the guidelines below:

a. Priority 1 (P1) - A P1 is a catastrophic production problem within
the Software that severely impacts the Licensee's Production Server
Instance, or because of which Licensee's Production Server Instance is
down or not functioning, or that results in a loss of production data
and no work around exists. P1 problems must be reported on Magento's
toll-free support telephone number in order to expedite resolution.
Magento will use continuous efforts during its normal hours of
operation, with appropriate escalation to senior management, to provide
a resolution for any P1 problem as soon as is commercially reasonable.

b. Priority 2 (P2) - A P2 is a problem within the Software where the
Licensee's system is functioning but in a reduced capacity, or the
Problem is causing significant impact to portions of the Licensee's
business operations and productivity, or the Software is exposed to
potential loss or interruption of service. Problems existing in a
non-production environment that would otherwise qualify as a P1 if they
were in a production system qualify as P2. Magento will use r easonable
efforts during its normal hours of operation to provide a resolution for
any P2 problem as soon as is commercially reasonable.

c. Priority 3 (P3) - A P3 is a medium-to-low impact problem that
involves partial and/or non-critical loss of functionality, or that
impairs some operations but allows Licensee's operations to continue to
function. Problems for which there is limited or no loss or
functionality or impact to Licensee's operation and for which there is
an easy work-around qualify as P3. Magento will use reasonable efforts
during its normal hours of operation to provide a resolution for any P3
problem in time for the next minor release of the Software.

d. Priority 4 (P4) - A P4 is for a general usage question or issue that
may be cosmetic in nature or documentation related, but the Software
works without interruption. Magento will use reasonable efforts during
its normal hours of operation to provide a resolution for any P4 problem
in time for the next major release of the Software.

e. Enhancement Request (ER) - An ER is a recommendation for future
product enhancement or modification to add official support and
documentation for unsupported or undocumented feature, or features that
do not exist in the Software. Magento will take ERs into consideration
in the product management process, but has no obligation to deliver
enhancements based on any ER.

7. RESPONSE TIMES Magento or its authorized reseller shall exercise
commercially reasonable efforts to meet the response times specified
below for Gold Support (unless Licensee has upgraded to Platinum
Support, as provided in the Magento Order Form), following receipt of a
Software problem properly submitted by Licensee:
 
    MAGENTO GOLD SUPPORT RESPONSE TIMES
    WEB Ticket Submission                    24 x 7 x 365
    WEB Ticket Response Time*                24 business hours
    North American Telephone Support Hours   M-F 08:00 - 17:00 (PT)
    European Telephone Support Hours         M-F 08:30 - 17:30 (CET)
    Telephone Response Time P1 Issues*       4 business hours
    Response Time P2-P4 Issues*              24 business hours
    *From initial contact


    MAGENTO PLATINUM SUPPORT RESPONSE TIMES
    WEB Ticket Submission                    24 x 7 x 365
    WEB Ticket Response Time*                24 business hours
    Telephone Support Hours                  24 hours
    Telephone Response Time P1 Issues*       Up to 2 hours
    Response Time P2-P4 Issues*              4 business hours
    *From initial contact

8. PROHIBITED USE As a condition of Licensee's use of the Forums,
Licensee will not use (and will prohibit its customers from using) the
Forums (i) to violate any applicable law, statute, ordinance or
regulation; (ii) to disseminate content that is harmful, threatening,
abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, or
otherwise objectionable; (iii) to disseminate any software viruses or
any other computer code, files or programs that may interrupt, destroy
or limit the functionality of any computer software or hardware or
telecommunications equipment; (iv) to infringe the intellectual property
rights or proprietary rights, or rights of publicity or privacy, of any
third party; or (v) use the Forums for any purpose other than their
intended use.

9. TERM AND TERMINATION Magento will provide Support Services and any
Updates to Licensee during the periods identified in the Magento Order
Form, subject to Licensee's payment of the applicable fees. In the event
Licensee fails to pay such fees to Magento or in the event Licensee
materially breaches the Support Services provisions and does not cure
such breach within thirty (30) days of its receipt of Magento's notice
of same, Magento may suspend or cancel Support Services.

10. GENERAL Magento shall not be liable for any failure or delay in
performance under these Support Terms due to causes beyond its
reasonable control. Any illegal or unenforceable provision shall be
severed from these Support Terms. Licensee agrees that any information
received pursuant to these Support Terms shall be deemed to be subject
to the non-disclosure obligations set forth in the License Agreement.
Licensee's obligation of payment of moneys due under these Support Terms
shall survive termination of these Support Terms or the License
Agreement. These Support Terms state the entire agreement regarding
provision of Support Services to Licensee and may be amended only by a
written amendment set forth on a separate document executed by
authorized representatives of both parties.

Last Updated: April 2014