License Agreement

This License Agreement (the “Agreement”) establishes the terms on which 
MongoDB, Inc. (“Company”) grants a license to Company’s proprietary mongosync 
software solely in machine-readable, executable, object-code form and related 
documentation (the “Software”) to you the licensee (“You” or “Your”) solely on 
the condition that You accept all of the terms in this Agreement.  By clicking 
through any applicable acceptance screen, or otherwise accessing, installing, 
or using the Software, you are indicating your acceptance of this Agreement, 
and if you do not agree to the terms of this Agreement, you may not access, 
install, or use the Software.  If You are an employee or agent of a company 
(the “Customer”), You hereby agree that You enter into this Agreement on behalf 
of the Customer and that You have the authority to bind the Customer to the 
terms and conditions of this Agreement. If you have entered into a separate 
license agreement with Mongodb Inc. for the Software, the terms of that 
separate license agreement will govern your use of the Software.

1. LICENSE.  During the Period (as defined below), subject to Your full and 
ongoing compliance with all terms and conditions of this Agreement and subject 
to You having purchased a MongoDB Atlas subscription, Company hereby grants You 
a limited, revocable, non-exclusive, non-transferable, non-sublicensable 
license to install and use the Software in your internal environment, and 
solely for the intended purpose of the Software. For clarity, you may only 
install and use the Software to migrate from MongoDB Community server to 
MongoDB Atlas or to migrate or sync between your MongoDB Atlas clusters. 

2. RESTRICTIONS.  You will not, and will not allow any third party to: (i) 
modify, alter, tamper with, repair, or otherwise create derivative works of the 
Software; (ii) sell, sublicense, rent, lease, distribute, market, or 
commercialize the Software; (iii) decompile, disassemble, translate, reverse 
engineer or otherwise attempt to derive source code from any portion of the 
Software, except and solely to the extent that the foregoing restriction is 
impermissible pursuant to applicable law or third party license; (iv) remove, 
alter or obscure any proprietary notices of Company, its licensors or suppliers 
included in the Software; or (v) publicly disseminate performance information 
about or analysis of the Software, including benchmarking test results or (vi) 
use the Software to support or migrate to products or services competitive to 
Company.  No third party may access, view or use the Software under this 
Agreement.

3. NO FEES; OPERATING EXPENSES.  Subject to the terms of this Agreement, You 
and Company agree that no license fees or other fees shall be payable under 
this Agreement in exchange for the rights granted and/or the use of the 
Software or other materials provided under this Agreement.

4. FEEDBACK.  If you choose to provide us with suggestions, ideas for 
improvement, recommendations or other feedback, we may use and modify your 
feedback without any restriction or payment.

5. OWNERSHIP.  The Software, and all worldwide intellectual property rights and 
proprietary rights to the Software, are the exclusive property of Company and 
its licensors.  Company and its licensors reserve all rights in and to the 
Software not expressly granted to You in this Agreement, and no other licenses 
or rights are granted by implication, estoppel or otherwise.

6. TERM.  This Agreement shall commence when you download the Software and 
shall continue in force and effect until terminated by either party or, if 
earlier, termination of your MongoDB Atlas Subscription (“Period”). Either 
party may terminate this Agreement, with or without cause, immediately upon 
written notice to the other party.  Company may terminate this Agreement by 
posting a notice on its website. This Agreement will terminate immediately and 
without notice in the event that you breach any term or condition of this 
Agreement. Upon the expiration or any termination of this Agreement, the 
license and all rights granted to You under this Agreement will immediately 
terminate, and You shall promptly purge and destroy all copies of the Software 
in Your possession.  Provisions intended by their nature to survive termination 
of this Agreement survive termination.

7. USAGE DATA.  The Software may include features that provide us metadata 
about usage of the Software, and you hereby consent to our collection of such 
data, and to our storage, processing, and analysis of such data for our own 
internal business purposes. 

8. WARRANTY DISCLAIMER.  THE Software IS PROVIDED TO YOU “AS IS” AND WITH NO 
REPRESENTATION OR WARRANTY OF ANY KIND.  EXCEPT TO THE EXTENT PROHIBITED BY 
LAW, COMPANY AND LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND 
REPRESENTATIONS OF ANY KIND WITH REGARD TO THE Software OR THIS AGREEMENT, 
INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR 
PURPOSE, FUNCTIONALITY OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR 
STATUTORY. 

9. LIMITATION OF REMEDIES.  IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY 
INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES IN CONNECTION 
WITH THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM OR THEORY OF 
LIABILITY, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY 
FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR 
DOCUMENTATION OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, 
REGARDLESS OF WHETHER THE COMPANY HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH 
DAMAGES. WITHOUT LIMITING THE FOREGOING, COMPANY’S CUMULATIVE LIABILITY FOR ALL 
CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT 
LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT 
LIABILITY, SHALL NOT EXCEED ONE HUNDRED DOLLARS (U.S. $100.00).  THE FOREGOING 
LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY 
LIMITED REMEDY PROVIDED HEREIN.

10. ESSENTIAL BASIS OF AGREEMENT.  The Parties acknowledge and agree that the 
disclaimers, exclusions and limitations of liability set forth in Section 9 
form an essential basis of this Agreement, and that, absent any of such 
disclaimers, exclusions or limitations of liability, the terms of this 
Agreement, including, without limitation, the economic terms, would be 
substantially different.

11. GENERAL.  This Agreement shall be governed by and interpreted in accordance 
with the laws of the State of New York, without regard to conflicts of law 
principles thereof or to the United Nations Convention on the International 
Sale of Goods.  For purposes of all claims brought under this agreement, each 
of the parties hereby irrevocably submits to the exclusive jurisdiction of the 
state and federal courts located within the State of New York.  Company may 
assign this Agreement, in whole or in part, at any time with or without notice 
to You.  You may not assign this Agreement, or any part of it, to any other 
party.  Any attempt by You to do so is null and void.  If any provision of this 
Agreement is held to be unenforceable, that provision will be enforced to the 
extent permissible by law and the remaining provisions will remain in full 
force and effect.  No waiver under this Agreement shall be valid or binding 
unless set forth in writing and duly executed by the party against whom 
enforcement of such waiver is sought.  Any such waiver shall constitute a 
waiver only with respect to the specific matter described therein and shall in 
no way impair the rights of the party granting such waiver in any other respect 
or at any other time.  Any delay or forbearance by either party in exercising 
any right hereunder shall not be deemed a waiver of that right.  This Agreement 
is the complete and exclusive statement of the agreement between us and 
supersedes any proposal or prior agreement, oral or written, and any other 
communications between You and Company in relation to the subject matter of 
this Agreement.

If You have any questions regarding this Agreement or the Software, please 
direct all correspondence to:  legal@mongodb.com.