﻿Zend Technologies Ltd.
End-User License Agreement

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

READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY 
BEFORE DOWNLOADING, INSTALLING OR USING ZEND’S PROPRIETARY 
SOFTWARE (THE "SOFTWARE"). THE SOFTWARE IS FURTHER DEFINED IN 
AN ORDER DOCUMENT (AN “ORDER”), ENTERED INTO BETWEEN YOU 
AND ZEND OR YOU AND A ZEND 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 ZEND 
CONCERNING THE SOFTWARE, AND THIS AGREEMENT SUPERSEDES 
AND REPLACES ANY PRIOR PROPOSAL, REPRESENTATION, OR 
UNDERSTANDING YOU MAY HAVE HAD WITH ZEND RELATING TO THE 
SOFTWARE UNLESS YOU HAVE ENTERED INTO A SEPARATE WRITTEN 
AGREEMENT SIGNED BY ZEND THAT EXPRESSLY AMENDS THIS 
AGREEMENT.

1. License

1.1. Grant of License. Zend hereby grants to you, and you accept, a limited, 
nonexclusive, non-transferable license to use the Software in machine-
readable, 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 Zend. Notwithstanding the foregoing, Zend 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 Zend.

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.  Licenses provided as “Development”, 
“Staging” or “Disaster Recovery” may not be used for any production workloads.

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 a reasonable number of 
copies 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 Zend.

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 - 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 Zend’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 Zend’s or a third 
party’s endorsement of your product, and (v) you do not transfer any 
license keys for Zend Server. 
Zend Guard - Zend Guard is not available for you to distribute. However, 
you may distribute Zend Optimizer and Zend Guard Loader (the runtime 
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 Zend 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. Zend 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 Zend 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 Zend to be a violation 
of this Agreement. Zend 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 Zend 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. For perpetual 
license keys, the license updates automatically except if Zend 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 Zend 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 Zend regarding any potential 
expiration that you deem inappropriate. Zend 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 Zend, 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 Zend, Zend 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 Zend uses in connection with the Software or with services rendered 
by Zend are marks owned by Zend. 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 or to view the 
Documentation. 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 Zend 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 
Zend or a Zend 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 Zend. 

4. Software Maintenance and Support Services

You may elect to purchase Software maintenance and support services by so 
ordering from Zend or a Zend 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, 
Zend shall have the right to interrupt your use of the Software. You may 
terminate this Agreement at any time by: (i) providing written notice of your 
decision to terminate the Agreement to Zend and (ii) either returning the 
Software, Documentation, all copies thereof, and all license keys that you have 
obtained to Zend or destroying all such materials and providing written 
verification of such destruction to Zend. Zend may terminate this License 
Agreement if you breach any term of the Agreement by giving you written notice 
of your breach and Zend’s decision to terminate the Agreement. Upon 
termination of this Agreement, you agree to either return to Zend 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 Zend.

6. Indemnifications

Zend 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 Zend is promptly notified, rendered reasonable 
assistance by you as required, and permitted to direct the defense or settlement 
negotiations. Zend 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 Zend, (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 Zend wishes to minimize its potential liability hereunder, Zend 
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 Zend’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 Zend’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 Zend, 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 Zend’s indemnification above.

7. Warranty; Disclaimer

Zend 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 
Zend. 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 Zend, shall void this 
warranty. Zend’s sole liability (and your sole and exclusive remedy) for any 
breach of this warranty shall be, in Zend’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 Zend, 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 ZEND 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 NON-
INFRINGEMENT, TO THE EXTENT AUTHORIZED BY LAW. WITHOUT 
LIMITATION OF THE FOREGOING, ZEND 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. Zend 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 ZEND 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 ZEND HAS BEEN ADVISED OF THE 
POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ZEND BE LIABLE 
FOR ANY DIRECT DAMAGES IN EXCESS OF THE FEES PAID TO ZEND 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. This Agreement shall be governed 
by and interpreted in accordance with the laws of the State of Israel, without 
regard to the conflicts of law rules thereof. Any claim or dispute arising in 
connection with this Agreement shall be resolved in the applicable courts 
situated within the city of Tel Aviv, Israel. To the maximum extent permitted by 
law, you hereby consent to the jurisdiction and venue of such courts and waive 
any objections to the jurisdiction or venue of such courts. The United Nations 
Convention on Contracts for the International Sale of Goods is expressly 
excluded. 

9.2 Attorneys’ Fees and Costs. The prevailing party in any action to enforce 
this Agreement will be entitled to recover its attorneys’ fees and costs in 
connection with such action.

9.3. Severability. If any term or provision of this Agreement is declared void or 
unenforceable in a particular situation, by any judicial or administrative 
authority, this declaration shall not affect the validity of enforceability of the 
remaining terms and provisions hereof or the validity or enforceability of the 
offending term or provision in any other situation.

9.4 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. Zend may assign its rights 
and obligations under this Agreement. 

9.7 Notices and Reports. Any notice or report hereunder shall be in writing to 
the notice address set forth above and shall be deemed given: (i) upon receipt if 
by personal delivery; (ii) upon receipt if sent by certified or registered U.S. mail 
(return receipt requested); or (iii) one day after it is sent if by next day delivery by 
a major commercial delivery service.

9.8 Audit Rights. Upon Zend’s written request, Customer shall certify in a 
signed writing that Customer’s use of the Software is in full compliance with the 
terms of this Agreement (including any copy, scope and user limitations). With 
prior reasonable notice of at least 15 days and not more than twice per year, 
Zend may audit the copies of the Software in use by Customer provided such 
audit is during regular business hours. Customer is responsible for such audit 
costs only in the event the audit reveals that Customer’s use is not in 
accordance with this Agreement.

9.9 Force Majeure. Neither party shall be liable to the other for any delay or 
failure to perform any obligation under this Agreement (except for a failure to 
pay fees) if the delay or failure is due to events which are beyond the 
reasonable control of such party, including but not limited to any strike, 
blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of 
power or of telecommunications or data networks or services, or refusal of 
approval or a license by a government agency.

9.10 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.

9.11 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 ZEND AND COMPLIANCE WITH SUCH LAWS, 
REGULATIONS, ORDERS, OR OTHER RESTRICTIONS. 

v. 2013-01
