LICENSE

DUAL-TIER LICENSE AGREEMENT


This Dual-Tier License Agreement (“License”) is a binding agreement by and between MicroStrategy Incorporated d/b/a Strategy (“Strategy”) and User (defined below). The parties agree as follows:

1. SCOPE

1.1. This License governs any use of the accompanying software, and the `mstrio-py` (“Software”). If you use the Software, then you accept this License. If you do not accept the License, then do not use the Software. Any rights to use the Software are conditioned upon your full compliance with this License.

1.2. Any use of the Software in violation of this License will automatically terminate any and all rights under this License.

2. DEFINITIONS

2.1. “Customer”, means any business, entity, that is signatory to, and a party under, an active software license agreement or OEM agreement with Strategy, including but not limited to, a Master Service Agreement, End User License Agreement, or OEM Terms and Conditions (“Customer Agreement”).

2.2. “Non-Customer”, means any individual that is not a Customer.

2.3. “User” is a conditional definition that depends on your relationship with Strategy. If you are a Customer, then User means Customer. If you are not a Customer, then User means Non-Customer.

3. GRANT OF LICENSE

3.1. Customer License

3.1.1. If you are a Customer, then subject to the terms of this License and the Customer Agreement, Strategy hereby grants you a non-exclusive, revocable, non-transferable, non-sublicensable, license to use, reproduce, modify, display, distribute, perform, create derivative works of, and otherwise exploit the Software for any purpose, including commercial use.

3.2. Non-Customer License

3.2.1. If you are a Non-Customer, then subject to the terms of this License, Strategy hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free license to use the Software solely for personal, non-commercial purposes. Non-Customers may not, directly or indirectly, sell, license, distribute, or otherwise commercialize or exploit the Software (including on behalf of any third party).

4. GENERAL

4.1. Disclaimer of Warranty

4.1.1. THE SOFTWARE IS PROVIDED ON AN “AS IS” BASIS. STRATEGY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE.

4.2. Liability

4.2.1. IN NO EVENT WILL STRATEGY OR ITS AFFILIATES BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS LICENCE, THE SOFTWARE, OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT STRATEGY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

4.3. Indemnity

4.3.1. User agrees to indemnify, defend, and hold harmless Strategy and its affiliates, and their respective owners, principals, directors, officers, employees, agents and representatives from any and all liabilities damages, losses, expenses, demands, claims, suits or judgements, including without limitation reasonable legal fees and expenses, in any way arising out of or related to any third party claim arising in connection with User’s violation or non-compliance with the License.

4.4. Limitations

4.4.1. User agrees and acknowledges that: (a) title to the Software and all intellectual property rights in and related to the Software are and remain the sole and exclusive property of Strategy, and (b) this License does not grant User any right in any trademark or logo of Strategy or its affiliates.

4.5. Interpretation

4.5.1. This License will be interpreted, construed, and enforced in all respects in accordance with the local laws of the Commonwealth of Virginia, U.S.A, without reference to its choice of law rules. The parties agree that any action arising out of or in connection with this License will be heard in the federal, state, or local courts in Virginia, U.S.A., and each party hereby irrevocably consents to the exclusive jurisdiction and venue of these courts.