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Perforce Software, Inc.

End-User License Agreement

Zend

This End-User License Agreement (this "Agreement") is a legal contract between
you, as either an individual or a single business entity, and Perforce
Software, Inc. and its affiliates ("Perforce").

READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING OR
INSTALLING PERFORCE'S PROPRIETARY SOFTWARE (THE "SOFTWARE") OR OBTAINING A
LICENSE KEY TO THE SOFTWARE OR USING THE SOFTWARE. THE SOFTWARE IS FURTHER
DEFINED IN AN ORDER DOCUMENT (AN "ORDER"), ENTERED INTO BETWEEN YOU AND
PERFORCE OR YOU AND A PERFORCE RESELLER, WHICH SETS FORTH COMMERCIAL TERMS
APPLICABLE TO YOUR PURCHASE OF THE SOFTWARE. THE SOFTWARE IS COPYRIGHTED AND IT
IS LICENSED TO YOU UNDER THIS AGREEMENT AND IS NOT SOLD TO YOU. BY DOWNLOADING,
INSTALLING OR USING THE SOFTWARE OR OBTAINING A LICENSE KEY TO THE SOFTWARE, OR
BY ENTERING INTO AN ORDER WHICH REFERENCES AND PROVIDES SOURCE INFORMATION
NECESSARY FOR ACCESSING AND REVIEWING THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU
HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU ACCEPT AND AGREE
TO BE BOUND BY ITS TERMS. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF
THIS AGREEMENT, YOU SHOULD TERMINATE THE DOWNLOAD OR INSTALLATION PROCESS, AND
REFRAIN FROM ACCESSING OR USING THE SOFTWARE. THIS AGREEMENT, INCLUDING ANY
ORDERS, REPRESENTS THE ENTIRE AGREEMENT BETWEEN YOU AND PERFORCE CONCERNING
THE SOFTWARE, AND THIS AGREEMENT SUPERSEDES AND REPLACES ANY PRIOR PROPOSAL,
REPRESENTATION, OR UNDERSTANDING YOU MAY HAVE HAD WITH PERFORCE RELATING TO
THE SOFTWARE UNLESS YOU HAVE ENTERED INTO A SEPARATE WRITTEN AGREEMENT SIGNED
BY PERFORCE THAT EXPRESSLY AMENDS THIS AGREEMENT.

1. License

1.1. Grant of License

Perforce hereby grants to you, and you accept, a limited, nonexclusive,
non-transferable license to use the Software in machine-readable, object code
form only, and the user manuals accompanying the Software (the
"Documentation"), only as authorized in this Agreement, and subject to
compliance with the terms of this Agreement, and payment of all applicable
license fees. For purposes of this Agreement, the "Software" includes any
updates, enhancements, modifications, revisions, or additions to the Software
made available to you by Perforce. Notwithstanding the foregoing, Perforce
shall be under no obligation to provide any updates, enhancements,
modifications, revisions, or additions to the Software. The term of your
license is as set forth in the Order. If the Order does not state a term, then
the term of the license shall be for a period of one (1) year from the earlier
of your download or installation of the Software. The term of your license is
renewable on terms set forth in the Order or otherwise as agreed by Perforce.

1.2. Scope of Use

You may use the Software activated by a license key for the number of computers
(virtual or physical) owned, leased, or otherwise controlled by you, at rates
specified for metered usage or for the number of users, as specified in an
Order. An Order may also specify other applicable license scope definitions.
For purposes of this Agreement, "use" of the Software means loading the
Software into the temporary or permanent memory of a computer and executing the
Software. If you distribute the Software to multiple computers or users, you
must ensure that your usage does not exceed the usage for which you have paid
license fees, or you will be in breach of this Agreement unless the order is
for meter use. If the Order does not state a scope of license, then the scope
of license for the Software shall be for a single user on a single computer or
shall be metered at the applicable rate.

1.3. Restrictions, Copies and Modifications

You may not reverse engineer, decompile, disassemble, or otherwise translate
the Software or any license keys you have obtained. You may not modify or adapt
the Software or any license keys that you have obtained in any way. You may
make one copy of the Software, the Documentation, and any license keys that you
have obtained, solely for backup or archival purposes. Any such copies of the
Software, Documentation, or license keys shall include any copyright or other
proprietary notices that were included on such materials when you first
received them. Except as authorized in this Section, no copies of the Software,
Documentation, or license keys, or any portions thereof, may be made or
distributed by you or any person under your authority or control. You may not
allow third party use of the Software or use of the Software as a service
bureau.

1.4. Assignment of Rights

You will not sublicense, lease, rent, or lend your rights in the Software,
Documentation, or license keys, as granted by this Agreement, to any party
without prior written consent of Perforce.

1.5. Product Specific Special Terms

The provisions of this Section are applicable to the specific product mentioned
and are exceptions to other provisions of this Agreement, and serve to modify
such provisions only to the extent such provisions relate to these products.

Zend Server - There are multiple editions of Zend Server, each with different
functionality and Service Level Agreements (SLA). Notwithstanding anything to
the contrary set forth in this Agreement, you are permitted to duplicate and
distribute the Zend Server product, on a standalone basis or combined with
other products, provided (i) you do not make any modifications to Zend Server
and distribute the entire Zend Server product, (ii) you do not modify or remove
any proprietary rights notices or markings, or remove or modify this Agreement
as included in any such distribution, (iii) you clearly indicate that Zend
Server is included in your distribution, (iv) you do not use Perforce's name,
logos or trademarks or the name, logos and trademarks of any included third
party software in any way that might state or imply Perforce's or a third
party's endorsement of your product, and (v) you do not transfer with any such
copy any license keys for Zend Server. You are not allowed to operate Zend
Server without a valid license.

Zend Server Developer Edition - Zend Server Developer Edition is limited to use
in Development and may not be used in Production and in Staging, which is a
complete but independent copy of the production environments.

Plugins provided with Zend Server or downloaded from Zend Galley fall under the
terms outlined in the BSD license agreement.

Zend Studio - Zend Studio is not available for you to distribute. If the
license key for Zend Studio expires and is not renewed for a subscription or
limited term license, Zend Studio will continue to operate with only reduced
functionality. This reduced functionality version is licensed on a perpetual
basis, without charge, subject to compliance with the terms of this Agreement.

Zend Guard - Zend Guard is not available for you to distribute. However, you
may distribute Zend Optimizer and Zend Guard Loader (the runtime c components
for encoded files) to your end customers, provided that your end user customers
enter into an end user agreement that contains at a minimum the following
provisions covering the Perforce embedded components: (i) prohibits reverse
compilation and/or reverse assembly, (ii) disclaims all warranties, and (iii)
disclaims liability for any indirect, incidental or consequential damages.

2. Intellectual Property Protection and Confidentiality

2.1. Use Reporting, License Violations and Remedies

Perforce reserves the right to gather data on license key usage including
license key numbers, server IP addresses, domain counts and other information
deemed relevant, to ensure that our products are being used in accordance with
the terms of this Agreement. Additionally, you agree that Perforce may, upon
reasonable notice, perform an audit of your facilities to verify compliance
with the terms of this Agreement. Any unauthorized use shall be considered by
Perforce to be a violation of this Agreement. Perforce reserves the right
to remedy violations immediately upon discovery, by charging the then-current
list price of unauthorized license keys. This is not a sole remedy for a
violation of this Agreement and Perforce may exercise any other remedies
available at equity or law.

2.2. License Automatic Update and Expiration

Your license may include an expiration date that can result in the termination
of the license. There is no expiration date for perpetual license keys, however
upgrades and support are only available if you purchase support from Perforce.
Perforce may terminate your license if it determines that a license is
used in violation of the terms of this Agreement. If your license key is
stolen, or if you suspect any improper or illegal usage of your license key
outside of your control you should promptly notify Perforce of such
occurrence. A replacement license will be issued to you and the suspect license
will be allowed to expire. For limited-term licenses, your periodic payment
must be processed prior to the expiration date in order for the license updates
to be performed. It is your responsibility to contact Perforce regarding any
potential expiration that you deem inappropriate. Perforce shall not be
liable for any damages or costs incurred in connection with the expired
licenses.

2.3. Proprietary Rights to Software and Trademarks

You acknowledge that the Software and the Documentation are proprietary to
Perforce, and the Software and Documentation are protected under United
States copyright law and international treaties. You further acknowledge and
agree that, as between you and Perforce, Perforce owns and shall continue
to own all right, title, and interest in and to the Software and Documentation,
including associated intellectual property rights under copyright, trade
secret, patent, or trademark laws. This Agreement does not grant you any
ownership interest in or to the Software or the Documentation, but only a
limited right of use that is revocable in accordance with the terms of this
Agreement. Any and all trademarks or service marks that Perforce uses in
connection with the Software or with services rendered by Perforce are marks
owned by Perforce. This Agreement does not grant you any right, license, or
interest in such marks, and you shall not assert any right, license, or
interest in such marks or any words or designs that are confusingly similar to
such marks.

2.4. Confidentiality

You shall permit only authorized users, who possess rightfully obtained license
keys, to use the Software. Except as expressly authorized by this Agreement,
you shall not make available the Software, Documentation, or any license key to
any third party. You will use your best efforts to cooperate with and assist
Perforce in identifying and preventing any unauthorized use, copying, or
disclosure of the Software, Documentation, or any portion thereof.

3. License Fees

The Software will be available to you for use upon your receipt of a license
key. You may obtain one or more license keys by ordering the license keys from
Perforce or a Perforce reseller, as the case may be. The license fees paid
by you for the license keys are paid in consideration of the license granted
under this Agreement. You shall, in addition to license fees, pay all
applicable sales, use, transfer, or other taxes and all duties, whether
national, state, or local, however designated, that are levied or imposed by
reason of your purchase and use of the Software, excluding income taxes on the
net profits of Perforce.

4. Software Maintenance and Support Services

Zend Server Products are available only on a subscription basis. There are
multiple versions of Zend Server, each with different functionality and SLA.

For Zend Studio and Zend Guard, you may elect to purchase Software upgrade and
support services by so ordering from Perforce or a Perforce reseller and
paying the applicable fees. 

5. Term and Termination 

This Agreement is effective upon your acceptance of the Agreement, or upon your
downloading, installing, accessing, or using the Software, even if you have not
expressly accepted this Agreement. This Agreement shall continue in effect
until terminated. Without prejudice to any other rights, this Agreement will
terminate automatically if you fail to comply with any of the limitations or
other requirements described herein. If you are licensing the Software on a
limited term basis, and fail to pay the applicable license fees or renewal
license fees, Perforce shall have the right to interrupt your use of the
Software. Perforce may terminate this License Agreement if you breach any
term of the Agreement by giving you written notice of your breach andPerforce's
decision to terminate the Agreement. Upon termination of this Agreement,
you agree to either return to Perforce the Software, Documentation, all
copies thereof, and all license keys that you have obtained, or to destroy all
such materials and provide written verification of such destruction to 
Perforce.

6. Indemnifications

Perforce shall, at its expense, defend and indemnify you for damages and
reasonable costs finally incurred in any suit or claim brought against you
alleging that the Software infringes any U.S. patent, copyright, trade secret
or similar right, provided that Perforce is promptly notified, rendered
reasonable assistance by you as required, and permitted to direct the defense
or settlement negotiations. Perforce shall have no obligation to defend or
indemnify any infringement claim that arises from or relates to: (i) a
modification of the Software by you or any third party, (ii) a combination of
the Software with other software products, components, processes or materials,
(iii) your failure to incorporate or implement modifications directed by 
Perforce, (iv) third party or open source software components, (v) use of the
Software in a manner inconsistent with the Documentation, or (vi) any Software
provided for evaluation or trial use or marked as beta or early access. Should
the use of Software by you be enjoined, or in the event Perforce wishes to
minimize its potential liability hereunder, Perforce may, at its option,
either: (i) substitute fully equivalent non-infringing software; (ii) modify
the infringing Software so that it no longer infringes but remains functionally
equivalent; (iii) obtain for you, at Perforce's expense, the right to
continue use of the Software; or (iv) take back the infringing Software and
refund to you pre-paid license fees applicable to the remainder of the license
term, or if a perpetual license was purchased, the purchase price paid, less
depreciation amortized on a three-year straight line basis. This
indemnification sets forth Perforce's sole liability and your sole remedy for
claims of infringement arising from your use of the Software. You will, at your
own expense, indemnify and hold Perforce, and its subsidiaries and
affiliates, and all officers, directors, and employees thereof, harmless from
and against any and all claims, actions, liabilities, losses, damages,
judgments, grants, costs, and expenses, including reasonable attorneys' fees,
arising out of any use of the Software by you, any party related to you, or any
party acting upon your authorization in a manner that is not expressly
authorized by this Agreement. Your indemnification does not include claims of
infringement that are covered by Perforce's indemnification above.

7. Warranty; Disclaimer

Perforce warrants for a period of thirty (30) days from your receipt of the
Software that the Software will materially conform to the Documentation. This
warranty covers only problems that are reproducible and verifiable and does not
cover software, or other items or any services provided by any persons other
than Perforce. Maintenance and support, if any, are governed by a separate
agreement. Software, which has been abused, misused, damaged, modified, or
subjected to unauthorized use or installation, used in a manner inconsistent
with the Documentation or used with components not authorized by Perforce,
shall void this warranty. Perforce's sole liability (and your sole and
exclusive remedy) for any breach of this warranty shall be, in Perforce's
sole discretion, to use commercially reasonable efforts to provide you with an
error-correction or workaround which corrects the reported non-conformity, or
if Perforce, in its sole discretion, determines such remedies to be
impracticable within a reasonable period of time, to provide a refund of the
fees paid for the Software. This limited warranty does not apply for any
Software provided for evaluation or trial use or marked as beta or early
access.

EXCEPT AS SET FORTH ABOVE IN THIS SECTION, THE SOFTWARE AND DOCUMENTATION ARE
LICENSED "AS IS," AND PERFORCE DISCLAIMS ANY AND ALL OTHER WARRANTIES,
WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR
NONINFRINGEMENT, TO THE EXTENT AUTHORIZED BY LAW. WITHOUT LIMITATION OF THE
FOREGOING, PERFORCE EXPRESSLY DOES NOT WARRANT THAT THE SOFTWARE WILL MEET
YOUR REQUIREMENTS OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR
ERROR FREE. YOU ASSUME RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE
YOUR INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM YOUR USE OF THE
SOFTWARE. YOU SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE
OF THE SOFTWARE. WARNING:

The Software is not designed or intended for use in on-line control of
equipment in hazardous environments such as the operation of nuclear
facilities, aircraft, air traffic, aircraft navigation or aircraft
communications, or in the design, construction, operation or maintenance of any
nuclear facility, or in the operation or maintenance of any direct life support
system. Perforce disclaims any express or implied warranty of fitness for
such uses and shall not be liable for any costs, liabilities or damages
resulting from the use of the Software in such an environment. You agree that
you will not use or license the Software for such purposes.

8. Limitation of Liability

IN NO EVENT WILL PERFORCE BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL OR
INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF DATA, OR LOSS OF
PROFITS OR LOST SAVINGS, ARISING OUT OF USE OF OR INABILITY TO USE THE SOFTWARE
OR DOCUMENTATION, EVEN IF PERFORCE HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. IN NO EVENT SHALL PERFORCE BE LIABLE FOR ANY DIRECT DAMAGES IN
EXCESS OF THE FEES PAID TO PERFORCE FOR THE SOFTWARE WITHIN THE PERIOD OF
TWELVE (12) MONTHS PRIOR TO ANY CLAIM ARISING.

9. General Terms

9.1. Governing Law and Choice of Forum

The Agreement and the parties' rights and obligations hereunder shall be solely
and exclusively construed, interpreted and enforced under and in accordance
with the laws of the State of Colorado, United States of America, without any
reference to conflicts of law principles. The parties agree that the U.N.
Convention on the International Sale of Goods shall not apply to the Agreement.
Any and all disputes between the parties shall be brought and resolved solely
and exclusively in the state or federal courts located in the State of
Colorado, United States of America. Both parties hereby irrevocably consent to
the jurisdiction of such courts and service of process in connection therewith.
Any judgment rendered by such courts may be entered and enforced by any court
having jurisdiction over the party against which an award is entered or its
assets. Both parties hereby irrevocably waive any objections to the
jurisdiction of such courts based on any ground, including without limitation
improper venue or forum non conveniens.

9.2. Severability

If any term or provision of the Agreement is found to be invalid under any
applicable statute or rule of law, then, that provision notwithstanding, the
Agreement will remain in full force and effect, and in such event, such
provision will be changed and interpreted so as to best accomplish the
objectives of such unenforceable or invalid provision within the limits of
applicable law or applicable court decisions.

9.3. Survival

Any provisions of this Agreement that, in order to fulfill the purposes of such
provisions, need to survive the termination or expiration of this Agreement,
shall be deemed to survive for as long as necessary to fulfill such purposes.

9.4. Headings

The Section headings contained in this Agreement are incorporated for reference
purposes only and shall not affect the meaning or interpretation of this
Agreement.

9.5. No Waiver; Amendments

The failure of either party to enforce any rights granted hereunder or to take
action against the other party in the event of any breach hereunder shall not
be deemed a waiver by that party as to subsequent enforcement of rights or
subsequent actions in the event of future breaches. Amendments to the Agreement
shall only be effective if in writing and signed by all parties.

9.6. Assignment

You may not assign your rights under this Agreement and any attempted
assignment shall be void and of no effect. Perforce may assign its rights and
obligations under this Agreement.

9.7. United States Government Restricted Rights

The Software and Documentation are provided with Restricted Rights. Use,
duplication, or disclosure by the government is subject to restrictions as set
forth in subparagraph (c)(f)(ii) of the Rights in Technical Data and Computer
Software clause at DFARS 252.227-7013 or subparagraphs (c) (1) and (2) of the
Commercial Computer Software-Restricted Rights at 48 C.F.R. S:52.227-19, as
applicable.

9.8. Export Restrictions

THIS AGREEMENT IS EXPRESSLY MADE SUBJECT TO ANY LAWS, REGULATIONS, ORDERS, OR
OTHER RESTRICTIONS ON THE EXPORT, REEXPORT OR IMPORT OF THE SOFTWARE OR
DOCUMENTATION ABOUT SUCH SOFTWARE WHICH MAY BE IMPOSED FROM TIME TO TIME BY THE
GOVERNMENT OF THE UNITED STATES OF AMERICA OR ANY OTHER GOVERNMENT. YOU SHALL
NOT EXPORT, REEXPORT OR IMPORT THE SOFTWARE, DOCUMENTATION, OR INFORMATION
ABOUT THE SOFTWARE OR DOCUMENTATION WITHOUT THE WRITTEN CONSENT OF PERFORCE
AND COMPLIANCE WITH SUCH LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS.

(Rev. March 2017)