MongoDB, Inc. Technology Evaluation Agreement

BY INSTALLING OR USING MONGODB, INC.'S MONGO DB
PRODUCT ("PRODUCT"), YOU ARE AGREEING ON BEHALF OF
THE ENTITY LICENSING THE PRODUCT ("LICENSEE") THAT
LICENSEE WILL BE BOUND BY AND IS BECOMING A PARTY
TO THIS MONGODB, INC. TECHNOLOGY EVALUATION
AGREEMENT  ("AGREEMENT") AND THAT YOU HAVE THE
AUTHORITY TO BIND LICENSEE. IF LICENSEE DOES NOT
AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT
INSTALL OR USE THE PRODUCT. LICENSEE HAS NOT BECOME
A LICENSEE OF, AND IS NOT AUTHORIZED TO USE THE
PRODUCT UNLESS AND UNTIL IT AGREES TO BE BOUND BY
THESE LICENSE TERMS. THE "EFFECTIVE DATE" FOR THIS
AGREEMENT SHALL BE THE DAY YOU INSTALL OR USE THE
PRODUCT.   IF LICENSEE HAS ENTERED INTO A SEPARATE
LICENSE AGREEMENT WITH MONGODB, INC. FOR THE
PRODUCT, THE TERMS OF THIS MONGODB, INC. TECHNOLOGY
EVALUATION AGREEMENT WILL NOT APPLY.

1. GRANT OF LICENSE.
1.1 The License.  Subject to the terms of this
Agreement, MongoDB, Inc. grants to Licensee a
personal, non-exclusive, non-transferable, limited
license to install the Product on computers owned or
controlled by Licensee and to use the Product and
related materials ("Materials") for Licensee's
internal business use to evaluate, test and perform
internal pilot projects with the Product and
Materials solely to determine their suitability for
Licensee's business requirements.

1.2 License Conditions.  MongoDB, Inc. owns all
right, title and interest in and to the Product,
the Materials and any modifications to the Product
and the Materials.  Licensee shall not itself, or
through any parent, subsidiary, affiliate, agent or
other third party: (i) use the Product in a
production environment or for any purpose other than
for evaluation purposes;  (ii) sell, lease, license,
distribute, sublicense or otherwise transfer in
whole or in part, any Product or the Materials to a
third party; (iii) decompile, disassemble,
translate, reverse engineer or otherwise attempt to
derive source code from the Product; (iv) allow
access or permit use of the Product by any users
other than employees and contractors or Licensee;
(v) create, develop, license, install, use, or
deploy any third party software or services to
circumvent, enable, modify or provide access,
permissions or rights which violate the technical
restrictions of the Product; (vi) modify or create
derivative works based upon the Product; or (vii)
disclose the results of any benchmark test of the
Product to any third party without MongoDB, Inc.'s
prior written approval.  Licensee will configure its
operating environment to prevent the evaluation from
causing business interruption or loss of Licensee
data.

2. WARRANTY DISCLAIMER. MONGODB, INC. EXPRESSLY
DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES,
GUARANTEES, CONDITIONS AND UNDERTAKINGS WITH RESPECT
TO THE PRODUCT AND MATERIALS AND THEIR PERFORMANCE,
INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES
OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR
A PARTICULAR PURPOSE.
3. LIABILITY. 
3.1 LIMITATION OF LIABILITY. MONGODB, INC. AND ITS
LICENSORS SHALL NOT HAVE LIABILITY FOR ANY SPECIAL,
CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR
INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO,
LOSS OF PROFITS, REVENUES, DATA AND/OR USE), EVEN
IF ADVISED OF THE POSSIBILITY THEREOF.
NOTWITHSTANDING ANY OTHER CLAUSE IN THIS AGREEMENT,
MONGODB, INC.'S AND ITS LICENSOR'S TOTAL AGGREGATE
LIABILITY, REGARDLESS OF THE FORM OF THE CAUSE OF
ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT
LIMITATION NEGLIGENCE), STATUTE OR OTHERWISE, AND
LICENSEE'S SOLE AND EXCLUSIVE REMEDY, SHALL BE
LIMITED TO PROVEN DIRECT DAMAGES CAUSED BY MONGODB,
INC. IN AN AMOUNT NOT TO EXCEED TEN THOUSAND DOLLARS
(US $10,000). 
3.2 Allocation of Risk. The provisions of this
Section 3 allocate risks under this Agreement
between Licensee and MongoDB, Inc.  The foregoing
limitations, exclusions and disclaimers apply to the
maximum extent permitted by applicable law, even if
any remedy fails in its essential purpose.

4. TERM AND TERMINATION. The term of this Agreement
will begin and end on the date Effective Date and
will continue for a period of one (1) year. This
Agreement may be terminated at any time by either
party upon thirty (30) days' prior written notice to
the other party.  Upon termination or expiration of
this Agreement, the Product and all Materials must
be promptly de-installed and destroyed, unless the
parties have entered into a further license
agreement. Termination will not affect any claim,
liability or right arising prior to termination.
Sections 2, 3, 4 and 5 will survive the expiration
or termination of this Agreement.

5. GENERAL.
5.1 Independent Parties.  Neither Licensee nor
MongoDB, Inc. is a legal representative, partner or
agent of the other.
5.2 Entirety.  This Agreement represents the entire
agreement of the parties with regard to the Product
and Materials and supersedes all other agreements
related to this subject matter.  Delivery of an
executed counterpart of this Agreement by facsimile,
email or any other reliable means shall be deemed to
be as effective for all purposes as delivery of the
manually executed counterpart.  This Agreement may
not be amended except in writing signed by both
parties. 

5.3 Assignment.  Licensee may not assign this
Agreement or otherwise transfer the use of any
Product, whether by operation of law or
otherwise, without the prior written consent of
MongoDB, Inc.

5.4 Notices. Any notice required or permitted under
the terms of this Agreement or required by law must
be in writing and must be sent to each company's
corporate headquarters and is effective when
received.

5.5 Waiver.  Any waiver of the provisions of this
Agreement or of a party's rights or remedies under
this Agreement must be in writing to be effective.
Failure or delay by a party to enforce the
provisions of this Agreement or its rights or
remedies at any time, will not be construed and will
not be deemed to be a waiver of such party's rights
under this Agreement and will not in any way affect
the validity of the whole or any part of this
Agreement or prejudice such party's right to take
subsequent action. 

5.6 Severability.  If any provision in this
Agreement (including, without limitation, the
prohibition on de-compiling or reverse engineering)
is held to be illegal, invalid, or unenforceable,
the provision will be enforced to the maximum extent
possible so as to effect the intent of the parties,
and the remaining provisions of this Agreement will
remain in full force and effect.

5.7 Government Regulations.  Licensee may not export
or re-export the Product except in compliance with
the United States Export Administration Act and the
related rules and regulations and similar non-U.S.
government restrictions, if applicable.  The Product
and accompanying Documentation are deemed to be
"commercial computer software" and "commercial
computer software documentation", respectively,
pursuant to DFAR Section 227.7202 and FAR Section
12.212(b), as applicable.  Any use, modification,
reproduction, release, performing, displaying or
disclosing of the Product and Documentation by the
U.S. Government shall be governed solely by the
terms of this Agreement.

5.8 Jurisdiction.  This Agreement will be governed
by the laws of New York without regard for its
choice of law provision.  The parties agree to
irrevocably submit to the exclusive jurisdiction of
the state or federal courts located in New York and
waive all objections thereto.