RSTUDIO IDE SERVER PROFESSIONAL LICENSE AGREEMENT

This RSTUDIO IDE SERVER PROFESSIONAL LICENSE AGREEMENT and all  appendices
attached hereto ("License Agreement") is made and entered into by and  between
RStudio, PBC, a Delaware public benefit corporation ("RStudio" or "we", "us",
or "our"), and the  person or entity that enters into this License Agreement
("You" or "Your") and any other  person or entity who uses the IDE that you
have provided to them (Your "Users").

IF THIS LICENSE AGREEMENT IS MADE AVAILABLE AS A CLICK WRAP  AGREEMENT, CLICK
THE "ACCEPT" BUTTON IF YOU HAVE THE AUTHORITY TO  ENTER INTO THIS LICENSE
AGREEMENT AND THAT YOU HAVE READ AND  FULLY UNDERSTAND THE TERMS AND
CONDITIONS OF THIS LICENSE  AGREEMENT ON BEHALF OF YOU AND YOUR USERS.  IF
THIS LICENSE  AGREEMENT IS MADE AVAILABLE AS A CLICK WRAP AGREEMENT, CLICKING
"ACCEPT" ESTABLISHES A BINDING AGREEMENT ON THESE TERMS AND  CONDITIONS
BETWEEN YOU, YOUR USERS AND RSTUDIO.

1. Introduction

1.1 The RStudio Integrated Development Environment Server, Professional
Edition, (the  "IDE," and specifically including the RStudio system files and
other software,  documentation, packaged application programming interfaces
("APIs"), and RStudio API  add-ons) is licensed to You and Your Users subject
to the terms of this License  Agreement. This License Agreement forms a
legally binding contract between You, Your  Users, and RStudio in relation to
use of the IDE by You and Your Users.  You are  responsible for the compliance
of Your Users with the terms and conditions of this  License Agreement and
shall be liable for any breach of this Agreement by Your Users.

2. Accepting this License Agreement

2.1 In order to use the IDE pursuant to these terms, You and Your Users must
first agree  to the terms and conditions of this License Agreement, either by
explicitly accepting  them or by using the IDE.  Acceptance of this License
Agreement will entitle You and  Your Users to use the IDE for a set evaluation
period; accordingly, the IDE includes  mechanisms that disable the operation
of the IDE after the evaluation period.  You may  convert the evaluation
period into a renewable license of limited term by paying the fees  asked of
You by RStudio and agreeing to use the IDE under this License Agreement, at
which point RStudio will provide you with commercial support terms and an
Appendix A  to this Agreement (which Appendix A shall be incorporated by
reference herein) that  specifies the term of the renewable license, the
number of users and the permitted  installations of the IDE; accordingly, the
IDE includes mechanisms that disable the  operation of the IDE if the license
is not renewed by paying the requested fees. If You  and Your Users do not
accept this License Agreement or, after conclusion of the  evaluation period,
do not pay the fees charged by RStudio for the renewable limited term
license, then You and Your Users are not permitted to use the IDE.

2.2 You and Your Users may not use the IDE and may not accept this License
Agreement if You or Your Users are a person barred from receiving the IDE
under the  laws of the United States or other countries including the country
in which You or Your  Users are resident or from which You or Your Users use
the IDE.

3. IDE License from RStudio

3.1 Subject to the terms of this License Agreement, RStudio grants You and
Your Users  a limited, worldwide, royalty-free, non-assignable, non-
transferable, non-sublicensable  and non-exclusive license pursuant to this
License Agreement to use the IDE and  accompanying documentation to develop
software (each a "Product") designed to be  licensed, sold, transferred, used
or distributed for use with R, the open source  programming language and
software environment for statistical computing and graphics  (the "Platform").
During the evaluation period, Your use of the IDE is limited to a single
computer system unless otherwise agreed to in a writing between You and
RStudio.   During the limited term renewable license, use of the IDE by You
and Your Users is  limited to the number of users and the number of computer
systems specified in  Appendix A.

3.2 You and Your Users agree that RStudio and its licensors own all legal
right, title and  interest in and to the IDE, including without limitation all
enhancements, improvements,  bug fixes, updates, upgrades, modifications and
derivative works thereof, and any  Intellectual Property Rights therein.
"Intellectual Property Rights" means any and all  rights under patent law,
copyright law, trade secret law, trademark law, and any and all  other
proprietary rights. RStudio reserves all rights not expressly granted to You
and  Your Users.

3.3 Except to the extent explicitly permitted by this License Agreement, You
and Your  Users shall not (and shall not permit any third party to) (i) copy
(except for backup  purposes), modify, adapt, redistribute, decompile, reverse
engineer, disassemble, or  create derivative works of the IDE or any part of
the IDE or otherwise attempt to discover  the source code of the IDE, (ii)
combine any part of the IDE with other software, (iii)  distribute any
software or device incorporating a part of the IDE, (iv) use the IDE except
on Your own internal computer networks, (v) otherwise use the IDE on any
computer  that You do not own or control, or (vi) transfer, distribute, sell,
lease, rent, or sublicense  the IDE to any third party, use or make available
the IDE or any part of the IDE for the  benefit of any third party such as
commercial time-sharing, application hosting, or  service bureau use or make
the IDE or any part of the IDE publicly available for  download or use via an
internet website.

3.4 Use, reproduction and distribution of those components of the Platform
that are  licensed under an open source software license are governed solely
by the terms of that  open source software license and not this License
Agreement. The open source  software components of the Platform are as set
forth in the publicly available  documentation for the Platform as the same
may be updated by RStudio from time to  time.

3.5 You and Your Users agree that the form and nature of the IDE that RStudio
provides  may change and that future versions of the IDE may be incompatible
with products Your  or Your Users developed on previous versions of the IDE.
You and Your Users agree  that RStudio may stop (permanently or temporarily)
providing the IDE (or any features  within the IDE) to You and Your Users or
to users generally at RStudio's sole discretion,  without prior notice to You
and Your Users.  If RStudio ceases to provide the IDE to You  and Your Users
for more than thirty (30) consecutive days, You may terminate this  Agreement
by written notice to RStudio and will receive a refund of any pre-paid license
and maintenance fees for the remainder of the then-current term. You and Your
Users  agree that RStudio will provide support and maintenance for the IDE
under the terms  and conditions set forth at
http://www.rstudio.com/ide/commercial/support-agreement.html and provided that
You have paid RStudio all  support and maintenance fees payable thereunder.
RStudio is under no obligation to  provide any maintenance, technical or other
support for the IDE during the evaluation  period.  This License Agreement
governs any releases, revisions or enhancements to  the IDE which we may
furnish to You and Your Users.

3.6 Nothing in this License Agreement gives You and Your Users a right to use
any of  RStudio's trade names, trademarks, service marks, logos, domain names,
or other  distinctive brand features.

3.7 You and Your Users agree not to remove, obscure, or alter any proprietary
rights  notices (including copyright and trademark notices) that may be
affixed to or contained  within the IDE.

3.8  You and Your Users agree not to, through use of the IDE or otherwise,
create any  application or other program that would disable, hack or otherwise
interfere with any  security, digital rights management, verification or
authentication mechanisms  implemented in or by the Platform or the IDE.

4. Use of the IDE by You and Your Users

4.1 RStudio agrees that it obtains no right, title or interest from You and
Your Users (or  Your licensors) under this License Agreement in or to any
products that You and Your  Users develop using the IDE.

4.2 You and Your Users agree to use the IDE and develop products only for
purposes  that are permitted by (a) this License Agreement and (b) any
applicable law, regulation  or generally accepted practices or guidelines in
the relevant jurisdictions (including any  laws regarding the export of data
or software to and from the United States or other  relevant countries).

4.3 You and Your Users agree to be solely responsible for (and that RStudio
has no  responsibility to You and Your Users or to any third party for) any
data, content, or  resources that You and Your Users create, transmit or
display through the Product, and  for the consequences of your actions
(including any loss or damage which RStudio may  suffer) by doing so.

5. Confidentiality

5.1. Information Deemed Confidential

You and Your Users agree that this License Agreement, the IDE and any non-
public  information that You and Your Users learn or receive about RStudio's
products, the IDE,  designs, research, development, know-how, or RStudio's
business, finances, or  personnel, or non-public third party information, in
connection with this Agreement or in  connection with your use of any part of
the IDE is "RStudio Confidential Information".

5.2. Information Not Deemed Confidential

RStudio works with many application and software developers and some of their
products may be similar to or compete with your applications. RStudio may also
be  developing its own similar or competing applications and products or may
decide to do  so in the future. To avoid potential misunderstandings, RStudio
cannot agree, and  expressly disclaims, any confidentiality obligations or use
restrictions, express or  implied, with respect to any information that You
and Your Users may provide in  connection with the IDE or the Platform. You
and Your Users agree that any such  disclosures will be non-confidential.
RStudio will be free to use and disclose any  disclosures on an unrestricted
basis without notifying or compensating You and Your  Users. You and Your
Users release RStudio from all liability and obligations that may  arise from
the receipt, review, use, or disclosure of any portion of any such
disclosures. The following information that otherwise would be deemed
Confidential Information is  not Confidential Information: (i) information
that is generally available to the public  through no fault of or breach by
You and Your Users, (ii) information that is  independently developed by You
and Your Users without the use of any RStudio  Confidential Information, (iii)
information that was rightfully obtained from a third party  who had the right
to transfer or disclose it to You and Your Users without limitation, or  (iv)
any open source code included with the IDE and accompanied by licensing terms
that do not impose confidentiality obligations on its use or disclosure.

5.3. Obligations Regarding Confidential Information

You and Your Users agree to protect RStudio Confidential Information using at
least the  same degree of care that you use to protect your own confidential
information of similar  importance, but no less than a reasonable degree of
care. You and Your Users agree to  use RStudio Confidential Information solely
for the purpose of exercising your rights and  performing your obligations
under this Agreement and agree not to use RStudio  Confidential Information
for any other purpose, or for your own or any third party's  benefit, without
the express prior written consent of an authorized representative of  RStudio.
You and Your Users further agree not to disclose or disseminate RStudio
Confidential Information to anyone, or to discuss anything about the RStudio
Confidential Information with anyone, other than (i) those of Your employees
and  contractors who have a need to know and who are bound by a written
agreement at  least as protective of the RStudio Confidential Information as
this License Agreement, or  (ii) except as otherwise agreed in writing by
RStudio. You and Your Users may disclose  RStudio Confidential Information to
the extent required by law, provided that you take  reasonable steps to notify
RStudio of such requirement before disclosing the RStudio  Confidential
Information and to obtain protective treatment of the RStudio Confidential
Information. You and Your Users acknowledge that damages for improper
disclosure of  RStudio Confidential Information may be irreparable; therefore,
RStudio is entitled to  seek equitable relief, including injunction and
preliminary injunction, in addition to all  other remedies.

6. Third Party Applications for the RStudio Platform

6.1 If You or Your Users use the IDE with applications developed by a third
party or to  access data, content or resources provided by a third party, You
and Your Users agree  that RStudio is not responsible for those applications,
data, content, or resources. You  and Your Users understand that all data,
content or resources which You and Your  Users may access through such third
party applications are the sole responsibility of the  person from which they
originated and that RStudio is not liable for any loss or damage  that You and
Your Users may experience as a result of the use or access of any of those
third party applications, data, content, or resources.

6.2 You and Your Users acknowledge that the data, content, and resources
presented to  You and Your Users through such a third party application may be
protected by  intellectual property rights which are owned by the providers
(or by other persons or  companies on their behalf) and not RStudio.  You and
Your Users use of those  resources may require rights beyond those granted by
this License Agreement

6.3 You and Your Users acknowledge that any use of third party applications,
data,  content, or resources may be subject to separate terms between You,
Your Users, and  the relevant third party. In that case, this License
Agreement does not affect your legal  relationship with these third parties.

7. Terminating this License Agreement

7.1 This License Agreement, unless earlier terminated as provided for in this
Section 7,  will commence on the date the IDE is made available to You or your
Users for download  and will continue to apply (i) if You have an evaluation
license, until the end of Your  evaluation period, or (ii) if You have
purchased and paid for a limited term renewable  license, until the expiration
of the subscription term set forth on Appendix A.

7.2 Either party may terminate this License Agreement immediately upon written
notice  to the other party in the event of the occurrence of any of the
following: (i) in the case of  RStudio, if You fail to pay any amount due
hereunder within ten (10) days after written  demand by RStudio for payment
thereof, (ii) if the other party fails to observe or perform  any term or
condition of this Agreement and does not cure such failure within thirty (30)
days after written demand by the non-breaching party, or (iii) if the other
party makes a  general assignment for the benefit of creditors, or files a
voluntary petition in bankruptcy  or for reorganization or arrangement under
the bankruptcy laws, or if a petition in  bankruptcy is filed against the
other party and is not dismissed within thirty (30) days  after the filing, or
if a receiver or trustee is appointed for all or any part of the property or
assets of the other party.

7.3 When this License Agreement terminates or expires, all licenses granted to
You and  Your Users in this License Agreement shall immediately terminate and
You and Your  Users shall immediately cease any and all use of RStudio's
Confidential Information.   You and Your Users shall remove the IDE from any
and all computers and computer  systems on which it was installed and shall
destroy all copies of the IDE in Your and  Your Users possession unless such
removal and destruction is not commercially  practicable and provided that any
copies that are retained may not be used or accessed  for any reason and will
remain subject to the terms and conditions of this Agreement.   You and Your
Users shall return all RStudio Confidential Information to RStudio within  10
days following termination or expiration. Sections 4, 5, 7-10, and 12 shall
survive any  termination or expiration of this License Agreement.

8. DISCLAIMER OF WARRANTIES

8.1 YOU AND YOUR USERS EXPRESSLY UNDERSTAND AND AGREE THAT USE  BY YOU AND
YOUR USERS OF THE IDE IS AT THE SOLE RISK OF YOU AND YOUR  USERS AND THAT THE
IDE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT  WARRANTY OF ANY KIND.

8.2 USE BY YOU AND YOUR USERS OF THE IDE AND ANY MATERIAL  DOWNLOADED OR
OTHERWISE OBTAINED THROUGH THE USE OF THE IDE IS  AT THE DISCRETION AND RISK
OF YOU AND YOUR USERS AND YOU AND YOUR  USERS ARE SOLELY RESPONSIBLE FOR ANY
DAMAGE TO ANY COMPUTER  SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS
FROM SUCH  USE.

8.3 RSTUDIO FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND  CONDITIONS OF ANY
KIND, WHETHER EXPRESS OR IMPLIED OR STATUTORY,  INCLUDING, BUT NOT LIMITED TO
THE IMPLIED WARRANTIES AND CONDITIONS  OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE AND  NON-INFRINGEMENT.

9. LIMITATION OF LIABILITY

9.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, RSTUDIO, ITS  SUBSIDIARIES,
AFFILIATES AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU  OR YOUR USERS UNDER
STRICT LIABILITY, CONTRACT, TORT (INCLUDING  NEGLIGENCE) OR ANY OTHER THEORY
OF LIABILITY FOR ANY (A) INDIRECT,  INCIDENTAL, SPECIAL CONSEQUENTIAL,
PUNITIVE OR EXEMPLARY DAMAGES,  LOST PROFITS OR LOSS OF DATA, OR (B) ANY
DIRECT DAMAGES THAT EXCEED  IN THE AGGREGATE $100, IN EACH CASE, WHETHER OR
NOT RSTUDIO OR ITS  REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN
AWARE  OF THE POSSIBILITY OF ANY SUCH LOSSES.

10. Indemnification

10.1 To the maximum extent permitted by law, You and Your Users agree to
defend,  indemnify and hold harmless RStudio, its affiliates and their
respective directors, officers,  employees and agents from and against any and
all claims, actions, suits or  proceedings, as well as any and all losses,
liabilities, damages, costs and expenses  (including reasonable attorneys'
fees) arising out of or related to (a) use by You and  Your Users of the IDE,
(b) any modifications you make to the IDE and any Product You  and Your Users
develop, including without limitation any claim that the modifications  and/or
your Product infringes any copyright, trademark, trade secret, trade dress,
patent  or other intellectual property right of any person or defames any
person or violates their  rights of publicity or privacy, and (c) any non-
compliance by You and Your Users with  this License Agreement.

11. Changes to the License Agreement

11.1 This License Agreement is a click through license that is made available
on the  website where the IDE will be made available (the "IDE Website").
RStudio may make  changes to this License Agreement from time to time in its
sole discretion and when  these changes are made, RStudio will make a new
version of the License Agreement  available on the IDE Website.  Continued use
of the IDE by You and Your Users after  any such changes constitutes your
acceptance of the new License Agreement; provided,  however, if You have
purchased a limited term renewable license, these changes will not  be
effective for You and Your Users until the date on which Your then-current
subscription term renews.  If You and Your Users do not agree to abide by this
License  Agreement or any future License Agreement, do not use (or continue to
use) the IDE.

12. General Legal Terms

12.1 This License Agreement constitutes the whole legal agreement between You,
Your  Users, and RStudio and governs your use of the IDE (excluding any
services which  RStudio may provide to You and Your Users under a separate
written agreement), and  completely supersedes and replaces any prior and
contemporaneous agreements  between You, Your Users, and RStudio in relation
to the IDE.

12.2 You and Your Users agree that if RStudio does not exercise or enforce any
legal  right or remedy which is contained in this License Agreement (or which
RStudio has the  benefit of under any applicable law), this will not be taken
to be a formal waiver of  RStudio's rights and that those rights or remedies
will still be available to RStudio.

12.3 If any court of law, having the jurisdiction to decide on this matter,
rules that any  provision of this License Agreement is invalid, then that
provision will be removed from  this License Agreement without affecting the
rest of this License Agreement. The  remaining provisions of this License
Agreement will continue to be valid and  enforceable.

12.4 You and Your Users acknowledge and agree that each member of the group of
companies of which RStudio may be the parent (or of which RStudio may be a
subsidiary) shall be third party beneficiaries to this License Agreement and
that such  other companies shall be entitled to directly enforce, and rely
upon, any provision of this  License Agreement that confers a benefit on (or
rights in favor of) them. Other than this,  no other person or company shall
be third party beneficiaries to this License Agreement.  Neither party shall
be deemed to be an employee, agent or other legal representative of  the other
party for any purpose whatsoever, or have the right or authority to assume or
otherwise create any obligation or responsibility, express or implied on
behalf of the  other party or to bind the other party in any manner
whatsoever.

12.5 EXPORT RESTRICTIONS. THE IDE IS SUBJECT TO UNITED STATES EXPORT  LAWS AND
REGULATIONS. YOU AND YOUR USERS MUST COMPLY WITH ALL  DOMESTIC AND
INTERNATIONAL EXPORT LAWS AND REGULATIONS THAT  APPLY TO THE IDE. THESE LAWS
INCLUDE RESTRICTIONS ON DESTINATIONS,  END USERS AND END USE.

12.6 The rights granted in this License Agreement may not be assigned or
transferred by  You or Your Users without the prior written approval of
RStudio. You and Your Users  shall not delegate your responsibilities or
obligations under this License Agreement  without the prior written approval
of RStudio. RStudio may freely transfer and/or assign  this Agreement without
Your or Your Users consent.

12.7 This License Agreement, and the relationship between You and Your Users
and  RStudio under this License Agreement, shall be governed by the laws of
the  Commonwealth of Massachusetts without regard to its conflict of laws
provisions. You,  Your Users, and RStudio agree to submit to the exclusive
jurisdiction of the courts  located within Suffolk County, Massachusetts to
resolve any legal matter arising from  this License Agreement. Notwithstanding
this, You and Your Users agree that RStudio  shall still be allowed to apply
for injunctive remedies (or an equivalent type of urgent  legal relief) in any
jurisdiction.   

IN WITNESS WHEREOF, a duly authorized representative of each
party has executed  this License Agreement effective as of [insert date].

RSTUDIO, PBC. 
By:_______________ 
Name: 
Title: 
Date:

[insert name of other party]

By:____________________
Name: 
Title: 
Date:

