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MSA

Cloud Service Schedule

to the Master Supply Agreement

 

If Solace provides the Cloud Service to Customer, the following additional terms and conditions will apply with respect to the provision of such Cloud Service. Capitalized terms not defined herein have the meanings given to them in the Agreement.

 

  1. Definitions. In this Cloud Service Schedule, the following terms will have the following meanings:

 

    1. “Acceptable Use Policy” or “AUP” means Solace’s acceptable use policy, as may be modified from time to time, available on Solace’s website at https://solace.com/products/event-broker/cloud/insights-acceptable-use-policy/.
    2. “Accrual Period” means the period of time that commences when Customer’s Committed Purchase is exhausted until the end of the Subscription Term.
    3. “Additional Fees” means all charges (i) accrued based on Customer’s use of the Service during the Accrual Period; and (ii) for Network Data Usage Fees during the Subscription Term.
    4. “Capacity Units” represent the units of capacity that may be purchased by Customer to Use the Cloud Service during the Subscription Term as specified in the applicable Order(s).
    5. “Cloud Console” means the web-based console hosted by Solace that Customer accesses to use, manage and view the Cloud Service upon which any or all of following applications may be accessed: PubSub+ Event Portal, PubSub+ Insights and PubSub+ Mission Control as set out in the applicable Order.
    6. “Cloud Use” means use of the Cloud Service by Customer when the Solace event broker resides on servers in an account with a cloud provider acceptable to Solace (such as AWS, Google and Microsoft) and account is controlled by Solace.
    7. “Committed Purchase” means, as specified in the applicable Order, Customer’s purchase of a specified amount of the Cloud Service over the Subscription Term.
    8. “Customer Dedicated Region” means a Solace-controlled virtual private cloud region within a cloud region in which any number of Solace event brokers may be installed for any number of customer environments, such as production or development.
    9. “Customer Private Region” means a Customer-controlled Kubernetes cluster in a cloud region or a Customer-controlled data center where any number of Solace event brokers for any number of Customer environments, such as production or development, may be installed.
    10. “Fees” means Additional Fees and Subscription Fees; fees for Capacity Units; and fees for Customer Dedicated Region(s) and/or Customer Private Region(s) set out in the Order Form.
    11. “On Premises Use” means the deployment of the Cloud Service upon servers either (i) owned or operated by Customer or (ii) in a virtual private cloud controlled by Customer.
    12. “PubSub+ Event Portal” means the Solace proprietary application that permits Customer to design, create, discover, catalog, share, visualize, secure and manage events and event-driven applications.
    13. “PubSub+ Insights” means the Solace proprietary application and any Third Party Provider Service that monitors the Event Brokers and any Third Party Services that Solace may enable through PubSub+ Insights. PubSub+ Insights provides active monitoring, alerting and centralized logging in connection with the Event Brokers including certain integrations made available by third party providers.
    14. “PubSub+ Mission Control” means the Solace proprietary application that provides a central place to create, operate, and manage Customer’s PubSub+ Event Brokers.
    15. “Service Level Agreement” means the Solace service level agreement for the Cloud Service, a copy of which is made available at https://solace.com/products/event-broker/cloud/service-level-agreements.

 

 

  1. Right to Access and Use.

 

    1. Provision of Cloud Service. Subject to Customer’s compliance with this Schedule, the Agreement and payment of the applicable Fees, Solace hereby grants to Customer a non-exclusive, worldwide, non-transferable, non-sublicensable, internal right during the applicable Subscription Term to access and Use (and to permit Users to access and Use) the Cloud Service, either for On Premises Use or Cloud Use for the number of Capacity Units stated in the applicable Order.
    2. License Grant to Software (On Premises Use). Where Customer Uses the Cloud Service for On Premises Use, then subject to the terms and conditions of this Cloud Service Schedule (including, for clarity, the Agreement and the applicable Order) and payment of the applicable Fees, Solace hereby grants to Customer a limited, revocable, non-exclusive, worldwide, non-transferable, non-sublicensable, internal license to Use (and to permit Users to Use) the Software, solely, in the case of an On Premises Use of the Cloud Service, during the Subscription Term. Customer may only use the Software for Customer’s internal use only in connection with the Cloud Service.
    3. Additional Restrictions.  In addition to the general restrictions set out in Section 8.4 (General Restrictions) of the Agreement, Customer must not (and must not allow Users or any third party to): (a) possess, download or copy the Cloud Service or any part of the Cloud Service, including but not limited to any component which comprises the Cloud Service, but not including any output from the Cloud Service; (b) knowingly interfere with service to any of Solace’s other customers, users, host or network, including by means of intentionally submitting a virus, overloading, flooding, spamming, mail bombing or crashing; (c) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Cloud Service; (d) circumvent any timing restrictions that are built into the Cloud Service; (e) create any “links” to or “frame” or “mirror” of the Cloud Service or any portion thereof; or (f) use the Cloud Service to create, collect, transmit, store, use or process any Customer Data that Customer does not have the lawful right to create, collect, transmit, store, use or process.

 

  1. Account Activation. Customer’s Users are required to open an account with Solace (each a “User Account”) in order to Use the Cloud Service. Users must provide accurate and complete registration when creating a User Account.  Customer hereby acknowledges and agrees that it is responsible for the compliance by all of its Users with this Agreement, any guidelines and policies published by Solace from time to time, and the activities of all Users using the Cloud Service. Customer must ensure that all Users only Use the Cloud Service through the User Account(s) and will not share the User Account with any other person who is not a Customer employee or contractor. Customer will promptly notify Solace of any actual or suspected unauthorized use of the Cloud Service. Solace reserves the right to suspend, deactivate, or replace any User Account if Solace determines that the User Account may have been used for an unauthorized purpose.

 

  1. Customer Responsibilities.

 

    1. Users. Customer is responsible for all activities that occur in User Accounts and for its and its Users’ compliance with this Agreement. Customer will: (a) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data and the means by which Customer acquired Customer Data; (b) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Cloud Service and notify Solace promptly of any such unauthorized access or use; and (c) use the Cloud Service only in accordance with the Acceptable Use Policy, Documentation, and all applicable laws and government regulations.
    2. Use Guidelines. Customer will use the Cloud Service solely for its and its Affiliates’ internal business purposes as contemplated by this Agreement. Customer will not interfere with or disrupt the integrity or performance of the Cloud Service or the data contained therein.
    3. Customer Equipment. Customer is solely responsible for acquiring, servicing, maintaining and updating all equipment, computers, software and communications services (such as Internet access) that are required to allow Customer to access and use the Cloud Service and for all expenses relating thereto. Customer agrees to access and use, and will ensure that all Users access and use, the Cloud Service in accordance with any and all operating instructions or procedures that may be issued by Solace from time to time.

 

  1. Customer Data.

 

    1. Technical and Organizational Safeguards. In connection with the provision of the Cloud Service, Solace will maintain commercially reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of the Cloud Service and the Customer Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Customer Data by Solace personnel except: (a) to provide the Cloud Service and prevent or address service or technical problems; (b) as compelled by law and upon identification of lawful authority; or (c) as expressly permitted in writing by Customer.
    2. Customer Obligations.  Without limiting Section 8.2 (Customer’s Security Obligations) of the Agreement, where Customer uses the Cloud Service for On Premises Use, Customer is responsible for properly configuring and using the Cloud Service in a manner that: (a) provides security and redundancy of its Customer Data; (b) prevents unauthorized access to its User Accounts and Customer Data; and (c) ensures the appropriate level of backup to prevent any loss of its Customer Data.

 

  1. Suspension of Access to Cloud Service. In addition to any termination rights of Solace pursuant to Section 3 (Term and Termination) of the Agreement, extraordinary circumstances may require Solace to suspend or terminate (where appropriate), as determined in Solace’s reasonable discretion, Customer’s access to and/or Use of the Cloud Service in order to: (a) prevent material damage to, or material degradation of the integrity of, Solace’s or its provider’s Internet network; or (b) comply with any law, regulation, court order, or other governmental order. In respect of any suspension or termination under this clause, Solace will provide prior written notice as far in advance of such suspension or termination as reasonably possible, and if such advance notice is not possible, then as soon as possible after such suspension or termination. In the event of a suspension, Solace will limit such suspension to that which is minimally required and will promptly restore Customer’s access to the Cloud Service as soon as the event giving rise to the suspension has been addressed (including by Customer agreeing to accept the risks associated with such suspension) or resolved. Unless caused by a breach of this Agreement by Customer, all fees related to the suspended Cloud Service will be waived for the duration of the suspension and any such waived fees which have been pre-paid will be refunded to Customer.

 

  1. Network Data Usage Fees. Subject to the qualifications in the next sentence, Customer acknowledges and agrees that it is responsible for the payment of any and all network data usage fees (“NDU Fees”) charged by a third party cloud provider (the “Cloud Provider”, e.g., Azure, AWS, GCP) to Solace as a result of Customer data transfers within or out of a Solace dedicated cloud region. Notwithstanding the foregoing Customer obligation, Solace will not charge Customer for NDU Fees related to the first two (2) terabytes of Customer network data transfers per month (“No Charge Data Transfer Amount”). All NDU Fees charged to Solace in excess of the No Charge Data Transfer Amount will be charged by Solace to Customer at the Cloud Provider’s list price for NDU Fees, unless Customer purchases, in advance, additional network data transfer capacity from Solace.

 

  1. Capacity Units. If Capacity Units are purchased by Customer in connection with its use with Cloud Service, the additional terms and conditions available on Solace’s website at https://legal.solace.com/legal-msa/msa-cloud-services-schedule-pcu-terms-f79f4548 are applicable.

 

 

 

  1. Support and Service Level Agreement.

 

    1. Support Services. Support Services are included in the Subscription Fee. During the Subscription Term, Customer will have access to and Solace will provide Support Services in accordance with the applicable Support Plan.
    2. Service Level Agreement. Solace will use commercially reasonable efforts to ensure that the Cloud Service achieves the service levels set out in the Service Level Agreement.
    3. Disaster Recovery. Solace will be responsible for establishing, implementing, testing, and maintaining an effective business continuity plan (including without limitation disaster recovery and crisis management procedures) to provide continuous access to, and support for, the Cloud Service. At a minimum, Solace will, at all times, back up, archive and maintain duplicate systems that can fully recover the Cloud Service and all Customer Data (excluding Customer Message Data) on a daily basis. Such back up storage and systems will be updated and tested at least annually.

 

  1. Usage Data. Customer agrees that Solace may collect, use, and disclose quantitative data derived from the use of the Cloud Service for its business purposes, including improving the Cloud Service, support, industry analysis, benchmarking, analytics, and marketing, provided that all data collected, used, and disclosed is de-identified, and aggregated and does not identify Customer, its Users, Customer Data or Personal Data.

 

  1. Service Revisions.  Solace may add, reduce, eliminate or revise the features and functionality of the Cloud Service at any time without prior notice. Notwithstanding the foregoing where, in Solace’s opinion, a change will cause a material detrimental impact to Customer (a “Detrimental Change"), Solace will provide thirty (30) days prior written notice (email or posting of notice to suffice). In the event of a Detrimental Change, Customer may, at no cost, terminate the Support Service by providing Solace with written notice of termination within thirty (30) days of receiving notice of the Detrimental Change. If Solace does not receive such notice of termination within thirty (30) days, Customer will be deemed to have accepted the Detrimental Change.