LICENSE_EE.html

<div class="license-text">

<p class="a-center"><h1>ENTERPRISE EDITION AGREEMENT</h1></p>

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

<p><strong>1. <u>LICENSE</u></strong></p>

<p style="margin-left:.3in"><strong>1.1.</strong> 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 "<strong>Magento Order Form</strong>") executed with Licensee.</p>

<p style="margin-left:.3in"><strong>1.2.</strong> 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.</p>

<p style="margin-left:.3in"><strong>1.3.</strong> 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.</p>

<p style="margin-left:.3in"><strong>1.4.</strong> 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.</p>

<p style="margin-left:.3in"><strong>1.5.</strong> 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.</p>

<p style="margin-left:.3in"><strong>1.6.</strong> 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.</p>

<p style="margin-left:.3in"><strong>1.7.</strong> 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.</p>

<p><strong>2. <u>LICENSE EXCLUSIONS</u></strong></p>

<p style="margin-left:.3in"><strong>2.1</strong> Except as expressly
authorized herein, Licensee shall not:</p>

<p style="margin-left:.6in">a. use or deploy the Software on any Server in excess of the 
number of Designated Servers specified in the applicable Magento Order Form;</p>

<p style="margin-left:.6in">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;</p>

<p style="margin-left:.6in">c. export the Software in violation of U.S. Department of 
Commerce export administration regulations.</p>

<p style="margin-left:.3in"><strong>2.2.</strong> No license, right or interest in any 
Magento trademark, trade name or service mark is granted hereunder.</p>

<p><strong>3. <u>FEES AND PAYMENT TERMS</u></strong></p>

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

<p><strong>4. <u>TITLE AND PROTECTION</u></strong></p>

<p style="margin-left:.3in"><strong>4.1.</strong> 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.</p>

<p style="margin-left:.3in"><strong>4.2.</strong> 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.</p>

<p style="margin-left:.3in"><strong>4.3.</strong> If the Software is acquired by or on 
behalf of a unit or agency of the U.S. Government (the "<strong>Government</strong>"),
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.</p>

<p><strong>5. <u>PATENT AND COPYRIGHT INDEMNITY</u></strong></p>

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

<p><strong>6. <u>DEFAULT AND TERMINATION</u></strong></p>

<p style="margin-left:.3in"><strong>6.1. </strong>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.</p>

<p style="margin-left:.3in"><strong>6.2. </strong>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.</p>

<p style="margin-left:.3in"><strong>6.3. </strong>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.</p>

<p><strong>7. <u>WARRANTY</u></strong></p>

<p style="margin-left:.3in"><strong>7.1. </strong><u>Warranty for
Software</u> 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".</p>

<p style="margin-left:.3in"><strong>7.2. </strong><u>Disclaimer</u> 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.</p>

<p><strong>8. <u>LIMITATION OF LIABILITY</u></strong></p>

<p style="margin-left:.3in"><strong>8.1. </strong><u>Liability Exclusions</u>
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.</p>

<p style="margin-left:.3in"><strong>8.2. </strong><u>Liability Cap</u>
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.</p>

<p><strong>9. <u>SUPPORT SERVICES TERMS AND CONDITIONS</u></strong></p>

<p>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.</p>

<p><strong>10. <u>CUSTOMER REFERENCES</u></strong></p>

<p>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.</p>

<p><strong>11. <u>NOTICES</u></strong></p>

<p>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.</p>

<p><strong>12. <u>ASSIGNMENT</u></strong></p>

<p>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.</p>

<p><strong>13. <u>ENTIRE AGREEMENT</u></strong></p>

<p>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.</p>

<p><strong>14. <u>GENERAL</u></strong></p>

<p>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.</p>

<p><strong>15. <u>DEFINITIONS</u></strong></p>

<p>"<u>Designated Server</u>" 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.</p>

<p>"<u>Modifications</u>" 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.</p>

<p>"<u>Proprietary Material</u>" 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.</p>

<p>"<u>Server</u>" means each physical or virtual server from which a single instance of 
the Software is accessed and used either for production purposes ("<u>Production Server 
Instance</u>") or for non-production purposes, such as development, testing, training and 
other non-operational business transactions ("<u>Non-Production Server Instance</u>").
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.</p>

<p>"<u>Software</u>" 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.</p>

<p>"<u>Updates</u>" 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.</p>

<p class="a-center"><h1>SUPPORT SERVICES TERMS AND CONDITIONS</h1></p>

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

<p><strong>1. <u>"SUPPORT SERVICES" CONSISTS OF:</u></strong></p>

<p style="margin-left:.3in"><strong>a.</strong> 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, 
<a href="http://enterprise.magento.com/resources/system-requirements">
http://enterprise.magento.com/resources/system-requirements</a>)</p>

<p style="margin-left:.3in"><strong>b.</strong> Facilities for bug tracking, escalation 
of problems for priority attention, and access to community-supported FAQs and Forums 
relating to the Software.</p>

<p style="margin-left:.3in"><strong>c.</strong> Assistance with troubleshooting to 
diagnose and fix errors in the Software.</p>

<p style="margin-left:.3in"><strong>d.</strong> Access to Magento documentation relating 
to the Software, including authorization to make copies of that documentation for 
internal use as specified in the Agreement.</p>

<p><strong>2. <u>EXCLUSIONS FROM SUPPORT SERVICES</u></strong> 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:</p>

<p style="margin-left:.3in"><strong>a.</strong> Assistance in the development or 
debugging of Licensee's system, including the operating system and support tools.</p>

<p style="margin-left:.3in"><strong>b.</strong> Information and assistance on technical 
issues related to the installation, administration, and use of enabling technologies 
such as databases, computer networks, and communications.</p>

<p style="margin-left:.3in"><strong>c.</strong> Assistance with the installation and 
configuration of hardware including, but not limited to computers, hard disks, networks, 
and printers.</p>

<p><strong>3. <u>SUBCONTRACTORS</u></strong> 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.</p>

<p><strong>4. <u>LICENSEE RESPONSIBILITIES</u></strong> 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.</p>

<p><strong>5. <u>SUPPORT CONTACTS</u></strong> 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.</p>

<p><strong>6. <u>PROBLEM PRIORITY</u></strong> 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:</p>

<p style="margin-left:.3in"><strong>a.</strong> 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.</p>

<p style="margin-left:.3in"><strong>b.</strong> 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.</p>

<p style="margin-left:.3in"><strong>c.</strong> 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.</p>

<p style="margin-left:.3in"><strong>d.</strong> 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.</p>

<p style="margin-left:.3in"><strong>e.</strong> 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.</p>

<p><strong>7. <u>RESPONSE TIMES</u></strong> 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:</p>

<table border="1" cellspacing="0" cellpadding="5">
 <tr>
  <td colspan="2"><strong>MAGENTO GOLD SUPPORT RESPONSE TIMES</strong></td>
 </tr>
 <tr>
  <td>WEB Ticket Submission</td>
  <td>24 x 7 x 365</td>
 </tr>
 <tr>
  <td>WEB Ticket Response Time*</td>
  <td>24 business hours</td>
 </tr>
 <tr>
  <td>North American Telephone Support Hours</td>
  <td>M-F 08:00 - 17:00 (PT)</td>
 </tr>
 <tr>
  <td>European Telephone Support Hours</td>
  <td>M-F 08:30 - 17:30 (CET)</td>
 </tr>
 <tr>
  <td>Telephone Response Time P1 Issues*</td>
  <td>4 business hours</td>
 </tr>
 <tr>
  <td>Response Time P2-P4 Issues*</td>
  <td>24 business hours</td>
 </tr>
 <tr>
  <td>*From initial contact</td>
  <td>&nbsp;</td>
 </tr>
</table>

<br><br>

<table border="1" cellspacing="0" cellpadding="5">
 <tr>
  <td colspan="2"><strong>MAGENTO PLATINUM SUPPORT RESPONSE TIMES</strong></td></tr>
 <tr>
  <td>WEB Ticket Submission</td>
  <td>24 x 7 x 365</td>
 </tr>
 <tr>
  <td>WEB Ticket Response Time*</td>
  <td>24 business hours</td>
 </tr>
 <tr>
  <td>Telephone Support Hours</td>
  <td>24 hours</td>
 </tr>
 <tr>
  <td>Telephone Response Time P1 Issues*</td>
  <td>Up to 2 hours</td>
 </tr>
 <tr>
  <td>Response Time P2-P4 Issues*</td>
  <td>4 business hours</td>
 </tr>
 <tr>
  <td>*From initial contact</td>
  <td>&nbsp;</td>
 </tr>
</table>

<br><br>

<p><strong>8. <u>PROHIBITED USE</u></strong> 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.</p>

<p><strong>9. <u>TERM AND TERMINATION</u></strong> 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.</p>

<p><strong>10. <u>GENERAL</u></strong> 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.</p>

<p>Last Updated: April 2014</p>
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