END USER LICENSE AGREEMENT FOR NETAPP, INC. SOFTWARE

IMPORTANT - READ CAREFULLY:  This End User License Agreement 
("EULA") is a legal agreement between you either as an individual or as an 
authorized representative of a business entity (hereafter referred to as "You" 
and/or "Your"), and NetApp, Inc. ("NetApp").  NetApp is willing to license 
to You the NetApp software product accompanying this EULA, which 
includes, without limitation, computer software, authorized updates and 
upgrades or other supplements to the software, images, music, text and/or 
animations incorporated into the software, media, printed materials, or 
online or electronic documentation, provided by NetApp or made available 
for download (collectively referred to as the "Software").  Your download, 
installation and/or use of the Software constitutes acceptance of all of the 
terms stated herein.  If You do not agree with all of these terms, You must 
promptly return the Software to NetApp or the authorized reseller from 
which you obtained the Software. 

1.	License Grant.  Subject to payment of the applicable fees and the 
limitations and restrictions set forth herein, NetApp and its licensors grant to 
You a non-exclusive, non-transferable, worldwide, limited license, without 
right of sublicense, to install and use the Software, in accordance with the 
terms contained within your ordering documentation (your "Software 
Entitlement").  Use of the Software outside the scope of Your Software 
Entitlement or as specified in the user documentation accompanying the 
Software (the "Documentation") is unauthorized and shall constitute a 
material breach of this EULA and void the warranty and/or support 
obligations of which You may otherwise be entitled.  Your license to the 
Software is further restricted to the particular protocols and Documentation 
licensed hereunder.  NetApp's licensors shall be a direct and intended third 
party beneficiary of this EULA and may enforce their rights directly against 
You in the event of Your breach of this EULA.  The Software is licensed, 
not sold, to You. 

2.	License Restrictions. 
 
2.1	Standard Use Restrictions.  Subject to any express restrictions 
contained within Your Software Entitlement or Documentation, You shall 
not nor shall You allow any third party to: (a) decompile, disassemble, 
decrypt, extract, or otherwise reverse engineer or attempt to reconstruct or 
discover any source code or underlying ideas, algorithms, or file formats of, 
or of any components used in the Software by any means whatever; (b) 
remove or conceal any product identification, copyright, patent or other 
notices contained in or on the Software or Documentation; (c) electronically 
transmit the Software from one computer to another or over a network; (d) 
use any "locked" or restricted feature, function, service, application, 
protocol, operation, or capability without first purchasing the applicable 
license(s) and/or obtaining a valid license enablement key from NetApp, 
even if such feature, function, service, application, protocol, operation or 
capability is technically achievable without a key; (e) sell, lease, rent, lend, 
sublicense, distribute or otherwise transfer in whole or in part the Software 
or the applicable license enablement key to another party; or (f) modify the 
Software, incorporate it into or with other software, or create a derivative 
work of any part of the Software.  Your modification of the Software will 
breach this EULA, and such derivative work is and shall be owned entirely 
by NetApp; You hereby assign and agree to assign to NetApp all right, title 
and interest in and to said derivative work.  You acknowledge that the 
Software is not designed, licensed or intended for use in the design, 
construction, operation or maintenance of any nuclear facility, aircraft 
operation, air traffic control or life support system.  NetApp disclaims any 
express or implied warranty of fitness for such uses.  If You use the 
Software for such applications, You agree to indemnify, defend and hold 
NetApp and its licensors harmless from all claims, actions, losses, liabilities, 
damages, costs and expenses (including attorney fees) arising out of or 
relating to such prohibited uses.

You agree to use Software which NetApp has embedded in the NetApp 
equipment ("Embedded Software") solely as embedded in, and for 
execution on, NetApp equipment You originally purchased from NetApp or 
its authorized resellers.

2.2	Capacity-Based Licensing Restriction.  In addition to the Standard Use 
restrictions described above, any Software licensed on a capacity basis or as 
capacity based units requires that NetApp's auto-support feature be enabled 
at all times. Unauthorized disabling of auto-support where Software is 
licensed on a capacity basis or as capacity based units shall void NetApp's 
support obligations and any license granted hereunder.
 
2.3	Cluster-Based Licensing Restriction.  In addition to the Standard Use 
restrictions described above, if Software is licensed to You for use in a 
cluster environment or system as per the applicable Software Entitlement or 
Documentation, no license is hereby granted nor shall You be permitted to 
decompile, split, breakup or reassign within a cluster any parts of such a 
cluster.

3.	Evaluation License.  The Software may be licensed to you for 
evaluation use, either through the activation of an evaluation Software 
license key or pursuant to Your corresponding order documentation 
("Evaluation Software").  If licensed to You for evaluation use, You have a 
non-exclusive, non-transferable, worldwide, limited license, without right of 
sublicense, to use the Evaluation Software and Evaluation Software license 
keys, if applicable, for the greater of thirty (30) days from the date you 
receive the Evaluation Software or the evaluation period referenced within 
the order documentation.  Your use of the Evaluation Software is authorized 
solely for the purpose of evaluating the suitability of the Evaluation 
Software for licensing on a for-fee basis.  The warranty offered below is not 
applicable to Evaluation Software licensed to You; the Evaluation Software 
is licensed to You "AS IS" without warranty of any kind, whether express, 
implied, statutory or otherwise.  NETAPP AND ITS LICENSORS BEAR NO 
LIABILITY FOR ANY DAMAGES RESULTING FROM USE (OR 
ATTEMPTED USE) OF THE EVALUATION SOFTWARE THROUGH 
AND AFTER EXPIRATION OF THE EVALUATION PERIOD.  NetApp has 
no duty to provide support of any kind to You during use of the Evaluation 
Software.

4.	Intellectual Property Rights.  The Software and Evaluation Software 
are protected by intellectual property and copyright laws and treaties 
worldwide, and may contain trade secrets of NetApp or its licensors, who 
have and maintain exclusive right, title and interest in and to the Software 
and Evaluation Software, and reserve and retain all rights not expressly 
granted to You herein.  No right, title or interest in or to any trademark, 
service mark, logo or trade name of NetApp or its licensors is granted under 
this EULA.  All title and intellectual property rights in and to software 
content which is not contained in the Software, but may be accessed or used 
through use of the Software, is the product belonging to the respective 
content owner and may be protected by patents, intellectual property and 
copyright laws and treaties worldwide.  This EULA grants You no rights to 
such content, but use of such content may be governed by the respective 
terms and conditions of use relating to such content.

5.	Audit.  You agree to give NetApp and its independent accountants the 
right to examine Your books, records, systems and usage associated with the 
Software during regular business hours upon reasonable notice to verify 
compliance with this EULA.  If such audit discloses non-compliance with 
this EULA, You shall promptly pay to NetApp the appropriate license fees, 
plus the reasonable costs of conducting such audit.

6.	Termination.  This EULA is effective until terminated.  NetApp may 
terminate this EULA immediately and without notice if You fail to comply 
with any term of this EULA.  Termination of this EULA shall not relieve 
You from Your obligations to immediately pay NetApp any sums owed 
hereunder or under any other agreement with NetApp.  Upon termination, all 
rights to use the Software will cease, and You shall promptly destroy the 
original and all copies of the Software and any license enablement keys in 
Your possession or under Your control.  Termination is not an exclusive 
remedy and all other remedies otherwise entitled by law shall remain.  
Sections 2, 3, 4, 7 through 11 shall survive termination of this EULA.

7.	Limited Warranty and Disclaimer.  NetApp warrants that the 
Software, in the form originally licensed or downloaded by You, and under 
normal use and conditions, will materially conform to then-current 
Documentation, and its media will be free from defects in workmanship, for 
a period of ninety (90) days from the earlier of Your receipt of the Software 
or the date of delivery of the Software to You.  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 NetApp or 
its authorized resellers and agents.  Maintenance and support, if any, are 
governed by a separate agreement.  NetApp does not provide support or 
maintenance services for third party software.  You must obtain support or 
maintenance services for third party software from the third party licensor or 
its third party representatives.  Software which has been abused, misused, 
damaged in transport, modified, or subjected to unauthorized use or 
installation, as determined by NetApp, shall void this warranty.  NetApp's 
sole obligation and Your exclusive remedy under the limited warranties 
above shall be replacement of the Software provided that You return the 
Software to NetApp with a copy of Your receipt or other such acceptable 
proof of purchase.

EXCEPT FOR THE LIMITED WARRANTIES ABOVE, NETAPP AND ITS 
LICENSORS, DISTRIBUTORS AND RESELLERS MAKE NO OTHER 
EXPRESS OR IMPLIED WARRANTIES WITH REGARD TO THE 
SOFTWARE AND EVALUATION SOFTWARE.  NETAPP AND ITS 
LICENSORS', DISTRIBUTORS' AND RESELLERS' LIABILITY WITH 
RESPECT TO THE SOFTWARE UNDER ANY WARRANTY, 
NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY IS LIMITED 
EXCLUSIVELY TO SOFTWARE REPLACEMENT.  THE SOFTWARE, 
EVALUATION SOFTWARE AND THE ACCOMPANYING 
DOCUMENTATION ARE OTHERWISE PROVIDED "AS IS" WITHOUT 
ANY WARRANTY INCLUDING, WITHOUT LIMITATION, THE 
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A 
PARTICULAR PURPOSE, TITLE, ACCURACY, QUIET ENJOYMENT, 
CORRESPONDENCE TO DESCRIPTION, NONINFRINGEMENT, OR 
WARRANTY THAT THE SOFTWARE IS ERROR-FREE.  SOME 
JURISDICTIONS DO NOT ALLOW LIMITATIONS OF IMPLIED 
WARRANTIES; THESE LIMITATIONS MAY NOT APPLY TO YOU.

8.	Limitation of Liability.  THE TOTAL LIABILITY OF NETAPP, ITS 
LICENSORS, DISTRIBUTORS AND RESELLERS FOR ANY DAMAGE 
OR CLAIM ARISING FROM USE OF THE SOFTWARE OR THE 
ACCOMPANYING DOCUMENTATION SHALL NOT EXCEED THE 
AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE OR 
US$10.00, WHICHEVER IS GREATER.  NETAPP AND ITS LICENSORS, 
DISTRIBUTORS AND RESELLERS ARE NOT LIABLE FOR ANY 
DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, OR 
CONSEQUENTIAL DAMAGES; LOST OR CORRUPTED DATA, LOSS OF 
PROFITS, SAVINGS, OR REVENUES; PROCUREMENT OF SUBSTITUTE 
GOODS, INTERRUPTION OF BUSINESS, OR FOR ANY OCCURRENCE 
BEYOND THEIR CONTROL, RELATED TO THE USE OF OR INABILITY 
TO USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO 
PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, 
SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE 
OR OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE, OR 
OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF 
THIS EULA.

9.	U.S. Government and Export Regulations.  The Software is a 
Commercial-Off-The-Shelf ("COTS") product developed at private expense; 
no portion of the Software has been developed with U.S. Government, State 
or other public-sector funds; the Software contains trade secrets and 
confidential commercial or financial information exempt from disclosure by 
5 U.S.C. Section 552(B) (3) and (4) (Freedom Of Information Act) and 18 
U.S.C. Section 1905 (Trade Secrets Act); and the ownership of the Software 
and any reproductions shall remain with NetApp.  The Software is provided 
to U.S. Government Agencies other than the U.S. Department of Defense 
("DOD") with RESTRICTED RIGHTS and all supporting Documentation is 
provided with LIMITED RIGHTS.  Use, duplication, or disclosure by the 
U.S. Government is subject to the restrictions as set forth in the Commercial 
Computer Software - Restricted Rights clause at FAR 52.227-19(b)(2).  If 
the sale is to a DOD agency, the Government's rights in Software, supporting 
Documentation, and technical data are governed by the restrictions in the 
Technical Data Commercial Items clause at DFARS 252.227-7015 and the 
Commercial Computer Software and Commercial Computer Software 
Documentation clause at DFARS 227-7202.  Contractor/Manufacturer is: 
NetApp, Inc., 495 East Java Drive, Sunnyvale, CA 94089.  Except as 
expressly licensed hereunder, all rights are reserved.

The Software is subject to U.S. export control laws and may be subject to 
export or import regulations in other countries.  You agree to comply with all 
applicable regulations and obtain any applicable licenses or other 
authorizations to export, re-export, or import the Software.

10.	Free and Open Source Licensed Software.  Notwithstanding other 
statements in this EULA, free, copyleft and open source software 
components (collectively, "Open Source Software" or "OSS") are distributed 
in compliance with the particular licensing terms and conditions attributable 
to such OSS and are provided "AS IS" without any warranties or indemnities 
of any kind.  Copyright notices and licensing terms and conditions 
applicable to such OSS inclusions are available for review with the Software 
documentation at http://now.netapp.com, and are included on the media on 
which you received the Software, within a text file (i.e., "NOTICE.TXT") 
included within the downloaded files and/or reproduced within the materials 
or Documentation accompanying the Software.

11.	General.  You may not transfer Your rights under this EULA without 
NetApp's prior written approval.  NetApp does not waive any of its rights 
under this EULA by delaying to exercise its rights, or exercising only part of 
its rights at any time.  Any notice, report, approval or consent required or 
permitted by this EULA shall be in writing.  If any provision of this EULA 
shall be adjudged by any court of competent jurisdiction to be 
unenforceable or invalid, that provision shall be limited or eliminated to the 
minimum extent necessary so that the obligations of the parties shall remain 
in full force and effect and enforceable.  This EULA shall be deemed to 
have been made in, and shall be construed pursuant to, the laws of the State 
of California, United States, excluding its conflicts of law provisions.  The 
United Nations Convention on Contracts for the International Sales of 
Goods is specifically disclaimed.  You acknowledge that breach of this 
EULA would cause irreparable injury to NetApp for which monetary 
damages would not be an adequate remedy and that NetApp shall be entitled 
to equitable relief in addition to any remedies it may have hereunder or at 
law. Any amendments or waivers shall be effective only if made in writing 
by non-preprinted agreements clearly understood by both parties to be an 
amendment or waiver and signed by an authorized representative of each 
party. This EULA is the final and complete agreement between the parties 
relating to the license of the Software hereunder and prevails over any 
conflicting or additional terms of any quote, order, acknowledgment, or 
similar communication between the parties. 

Base Software EULA v04-03-09



