TURI

END USER LICENSE AGREEMENT

This Turi End User License Agreement (this “Agreement”) governs your
use of our binaries, Python source files, and directories of Python modules,
application programming interfaces (APIs), executables, cloud web services,
online, command-line, and print documentation, development and data importation
tools, and other materials that we make available to you under this Agreement
(collectively, the “GraphLab Create™ Product).

1. Acceptance of Agreement. This Agreement is a binding contract between you
   and Turi, a Delaware corporation (Turi,” “we,” or “us”)which
   makes available for your use the GraphLab Create™ Product and which allows
   you to interact with Turi’s web-services made available to you by
   Turi (the “Service”)subject to the applicable terms of service located
   at turi.com/legal/terms_of_use.html (the “Terms of Service”)For purposes of
   this Agreement, “you” means you individually and, if applicable, the company
   you represent.  BY CHECKING THE “I ACCEPT” CHECKBOX AND INDICATING YOUR
   ACCEPTANCE OF THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS
   OF THIS AGREEMENT AND THE TERMS OF SERVICE.  IF YOU DO NOT AGREE WITH THE
   TERMS OF THIS AGREEMENT OR THE TERMS OF SERVICE, THEN YOU DO NOT HAVE THE
   RIGHT TO USE EITHER THE GRAPHLAB CREATE™ PRODUCT OR DOWNLOAD AND CONSUME THE
   MATERIALS PROVIDED ON THE GRAPHLAB-HOSTED SITE, AND YOU SHOULD NOT ACCEPT
   THIS AGREEMENT OR THE TERMS OF SERVICE. 

2. Modifications to Agreement. We may modify the terms and conditions of this
   Agreement or the Terms of Service at any time upon written (electronic mail
   sufficient) notice to you, and the Terms of Service may be modified at any
   time upon Turi’s  posting of such amended Terms of Service on the
   Turi Web Site from time to time.  We will provide this notice via email
   to the address you give us when you register as a GraphLab Create™ Product
   user (which is required in order to use the GraphLab Create™ Product and the
   Service).  Your continued use of the GraphLab Create™ Product or the Service
   after such notice will constitute your acceptance of the modified Agreement.
   If you do not agree to the updated Agreement, you may terminate the
   Agreement by email notice in the manner described in Section 4.2 below. 

3. License and Permitted Use; Restrictions.

3.1 License. We hereby grant you limited, revocable, non-exclusive,
  non-transferable, non-sublicenseable right and license, during the term of
  this Agreement, to access and use the GraphLab Create™ Product solely in
  accordance with: 
    (1) the terms and conditions of this Agreement; and 
    (2) any published specifications or guidelines that we make available for
    the GraphLab Create™ Product. Turi hereby reserves all rights not
    expressly granted in this Agreement.

3.2 Permitted Use. Subject to the limitations set forth in this Agreement and
  the Terms of Use (each as amended from time to time), You may use the
  GraphLab Create™ Product for any legal purpose, personal, educational, or
  commercial. You agree not modify, distribute, re-distribute, or make
  available the GraphLab Create™ Product to any third party.

3.3 Scope of Agreement. For avoidance of doubt, this Agreement does not grant
  you any right to use any current or future paid version of a Turi product
  offering that may include the GraphLab Create™ Product or any other that we
  may release from time to time. 

3.4 Prohibited Uses. You agree not to do any of the following: 
    (a) “frame,” distribute, resell, or permit any third party to access the
    GraphLab Create™ Product (except by using the GraphLab Create™ Product to
    integrate or make features available through Your Application to the 
    extent expressly permitted under this Agreement and the Terms of Service); 
    (b) compile or use any information obtained through the GraphLab Create™
    Product for the purpose of direct marketing, spamming, or other unsolicited
    communications;
    (c) use the GraphLab Create™ Product other than in compliance with all
    applicable federal, state, and local laws; 
    (d) interfere with the Turi Web Site properties or disrupt any other
    user’s access to Turi’s cloud services account, Turi Web Site or
    GraphLab Create™ Product, including by submitting a high volume of
    automated calls or queries to the Turi Web Site or the Service; 
    (e) reverse engineer, attempt to gain unauthorized access to the Service or
    the GraphLab Create™ Product, or attempt to discover the underlying source
    code or structure of the GraphLab Create™ Product; 
    (f) use the GraphLab Create™ Product to submit to the Turi Web Site any
    content or data that is false, misleading, defamatory, threatening,
    offensive, or infringing of intellectual property rights, or that contains
    political campaigning, commercial solicitation, mass mailings, or any form
    of “spam”; 
    (g) submit to the Turi Web Site any routine, device or other
    undisclosed feature, including a so-called time bomb, virus, software lock,
    drop dead device, malicious  logic, worm, Trojan horse or trap or back door
    or software routine, that is designed to delete, disable, deactivate,
    interfere with or otherwise harm any software, program, data, device,
    system or service, or which is intended to provide unauthorized access or
    to produce unauthorized modifications; or 
    (h) use any robot, spider, data gathering, scraping or extraction tools, or
    similar mechanisms with respect to the Turi Web Site or GraphLab
    Create™ Product.

4. Term and Termination.

4.1 Term. This Agreement will begin when you accept it (the “Effective Date”)
  and will remain in effect indefinitely unless and until: (1) either party
  terminates the Agreement in accordance with this Section; or (2) we cease
  making GraphLab Create™ Product available at no cost.

4.2 Termination for Convenience. Either party may terminate this Agreement at
  any time, for any reason, by written notice to the other party via email in
  accordance with Section 11 below.  We may also suspend your access to the
  GraphLab Create™ Product at any time upon written notice (including via
  email) to you. 

4.3 Effect of Termination.  Upon termination of this Agreement for any reason:
    (a) all rights and obligations of the parties will cease, except that the
    following sections of the Agreement will survive any such termination or
    expiration: 3.3, 3.4, 4.3, 5.2, 5.3, 6.1, and 7 through 12; and 
    (b) notwithstanding any provision of a surviving section, you will have no
    further right to use the GraphLab Create™ Product.

5. Representations and Warranties; Disclaimers.

5.1 General.  Each party represents and warrants that it has the necessary
  authority to enter into this Agreement.

5.2 Disclaimer of Warranties.  The GraphLab Create™ Product is made available
  to you at no cost.  ACCORDINGLY, WE MAKE NO REPRESENTATION OR WARRANTY WITH
  RESPECT TO THE GRAPHLAB CREATE™ PRODUCT OR ANY DATA OR CONTENT MADE AVAILABLE
  THROUGH THE GRAPHLAB CREATE™ PRODUCT OR THE SERVICE, WHETHER EXPRESS OR
  IMPLIED, AND WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF
  MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT,
  ACCURACY, OR RESULTS TO BE OBTAINED.  WE DO NOT WARRANT THAT THE GRAPHLAB
  CREATE™ PRODUCT, THE SERVICE, OR THE GRAPHLAB WEB SITE WILL BE ERROR-FREE OR
  OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME. IN NO EVENT WILL GRAPHLAB BE
  LIABLE UNDER THIS AGREEMENT OR THE TERMS OF SERVICE FOR ANY AMOUNTS EXCEEDING
  AMOUNTS IN THE AGGREGATE RECEIVED BY GRAPHLAB FROM YOU DURING THE TWELVE
  (12)-MONTH PERIOD PRECEEDING THE EVENT GIVING RISE TO SUCH DAMAGES, EVEN IF
  GRAPHLAB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE
  LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND
  THE TERMS OF SERVICE AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY
  REMEDY PROVIDED HEREIN.

5.3 Modifications to GraphLab Create™ Product; Responsibility for Your
  Application.  You acknowledge that we may modify the GraphLab Create™ Product
  from time to time, and that we are not obligated to notify you of any such
  modification. You are solely responsible to ensure the compatibility of Your
  Application with the Service, the Turi Web Site, and GraphLab Create™
  Product.  YOU FURTHER ACKNOWLEDGE THAT WE MAY TERMINATE THIS AGREEMENT, AND
  DISCONTINUE YOUR ACCESS TO THE GRAPHLAB CREATE™ PRODUCT, AT ANY TIME PURSUANT
  TO SECTION 4.2, AND THAT YOUR APPLICATION MAY CEASE TO INTERACT WITH THE
  GRAPHLAB CREATE™ PRODUCT AS A RESULT OF SUCH TERMINATION.  YOU ACKNOWLEDGE
  THAT WE WILL HAVE NO LIABILITY TO YOU OR TO END USERS OF YOUR APPLICATION IN
  CONNECTION WITH ANY SUCH MODIFICATION OR TERMINATION.

6. Trademarks.  

6.1 Ownership. You acknowledge that the GraphLab Create™ Product may include
  our trademarks or logos (“Turi Trademarks”), and that your use of the
  GraphLab Create™ Product may cause Turi Trademarks to appear within Your
  Application.  You agree not to remove or obscure any Turi Trademarks in
  connection with using GraphLab Create™ Product.

6.2 License. We grant you a limited, revocable license to display Turi
  Trademarks as they appear in portions of the GraphLab Create™ Product that
  you display in Your Application using the GraphLab Create™ Product, subject
  to the specific limitations and requirements of this Agreement, and only
  during the term of this Agreement.  Turi hereby reserves all rights not
  expressly granted herein.

7. Intellectual Property. 

7.1 GraphLab Create™ Product. As between the parties, we retain all right,
  title, and interest in and to the GraphLab Create™ Product, including the
  technology and software we use to provide them.  Except for the limited
  rights to access and use the GraphLab Create™ Product that we explicitly
  grant you in this Agreement, we do not grant you any right or license in or
  to any of our intellectual property or proprietary rights.

7.2 Your Application. As between the parties, you retain all right, title,
  and interest in and to Your Application (except and to the extent any
  components of the GraphLab Create™ Product are incorporated into it).  

7.3 Feedback. If you provide or communicate any suggestions for improvements
  to the Turi Web Site, the Service,  or the GraphLab Create™ Product
  (collectively, “Feedback”), we will own all right, title, and interest in and
  to the Feedback, and we will be entitled to use the Feedback without
  restriction or any obligation of compensation to you. You hereby irrevocably
  assign all right, title, and interest in and to the Feedback to us.


8. Confidentiality. You agree not to disclose, duplicate, publish, release,
  transfer, or otherwise make available our Confidential Information in any form
  to, or for the use or benefit of, any person or entity without our prior
  written consent.  “Confidential Information” means any of our financial,
  technical, or business information that we designate as confidential at the
  time we disclose it to you, or that you reasonably should understand to be
  confidential based on the nature of the information or the circumstances
  surrounding its disclosure.  For avoidance of doubt, the GraphLab Create™
  Product is our Confidential Information. Confidential Information does not
  include any information that: 
    (i) is or becomes generally known to the public without breach of your
    confidentiality obligation under this Agreement; 
    (ii) was independently developed by you without breach of your
    confidentiality obligation under this Agreement; or 
    (iii) is received from a third party who obtained such Confidential
    Information without breach of any obligation owed to us.

9. Product Instrumentation and Metrics. The GraphLab Create™ Product will
periodically send usage data and metrics back to Turi for the purposes of
improving the GraphLab Create™ Product, bug fixing, and crash reporting.
Turi retains all right, title, and interest to this usage data and metrics
(excluding any personally identifying information except to the extent
aggregated and anonymized).

10. Limited Liability; Exclusion of Certain Damages.  IN NO EVENT WILL WE BE
LIABLE TO YOU, USERS OF YOUR APPLICATION, OR YOUR CUSTOMERS OR LICENSEES,
WHETHER UNDER CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY, FOR ANY DAMAGES
ARISING OUT OF YOUR USE OF THE GRAPHLAB CREATE™ PRODUCT OR THE SERVICE WHETHER
DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE, OR OTHERWISE,
EVEN IF WE HAVE BEEN GIVEN ADVANCE NOTICE OF SUCH POSSIBLE DAMAGES, AND
INCLUDING ANY DAMAGES THAT RESULT FROM OUR MODIFICATION OF ANY GRAPHLAB CREATE™
PRODUCT OR THE SERVICE OR DISCONTINUANCE OF YOUR ACCESS TO THE GRAPHLAB CREATE™
PRODUCT OR THE SERVICE.  THE FOREGOING LIABILITY LIMITATION WILL NOT APPLY WITH
RESPECT TO INFRINGEMENT OR MISAPPROPRIATION OF YOUR INTELLECTUAL PROPERTY
RIGHTS.  

11. Indemnification. You agree to defend, indemnify, and hold us and our
subsidiaries, affiliates, directors, officers, agents, co-branders, or other
partners, and employees harmless from and against any loss, damage, settlement,
penalty, cost, expense, or any other liability (including but not limited to
reasonable attorney fees and expenses) arising out of Your Application (or any
content, trademarks, or intellectual property relating to Your
Application),your use of the GraphLab Create™ Product or any allegation or
claim that, if true, would establish your breach of this Agreement.

12. Notices. All notices permitted or required under this Agreement may be
given in writing via email. Notices from you to us will be sent to
contact@turi.com; and notices from us to you will be sent to the contact
name and address or email address that you provide when you register to use the
GraphLab Create™ Product and accept this Agreement.  

13. General. Neither you nor we will be liable for delay or default under this
Agreement if caused by conditions beyond our or your reasonable control (e.g.,
technology malfunctions or acts of God).  This Agreement is governed by the
internal laws of the State of Washington, without regard to its conflicts of
law rules, and each party hereby consents to exclusive jurisdiction and venue
in the state and federal courts located in Seattle, Washington for any dispute
arising out of this Agreement.  Neither party may assign this Agreement to a
third party without the written consent of the other party in advance, except
that we may assign this Agreement without such consent to a third party
acquiring all or substantially all of our assets or equity securities (via
merger or otherwise), or to any of our corporate affiliates. This Agreement
will bind and benefit the parties, their successors, and their permitted
assigns.  You and we are independent contractors to each other in our
activities under this Agreement.  This Agreement and the Terms of Service
represents the entire agreement between you and us with respect to your use of
the GraphLab Create™ Product and the Service, and this Agreement supersedes any
contemporaneous or prior agreements regarding the GraphLab Create™ Product or
the Service. This Agreement may be modified only in accordance with Section 2
above. You agree to abide by and conform to 
    (a) all applicable laws and regulations with respect to the use of the
    GraphLab Create™ Product and the Service; and 
    (b) the Terms of Service (available at turi.com/legal/terms_of_use.html);,
    in each case as they relate to your use of the GraphLab Create™ Product and
    the Service.

