Hardware Schedule

to the Master Supply Agreement

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

1. Right to Use. If Customer subscribes for the Hardware, during the applicable Subscription Term, Customer is authorized to Use (i) the Hardware in accordance with the terms of this Agreement, and (ii) the Software installed and running on the Hardware only in connection with the Hardware on which it is installed. Customer must keep the Hardware in good repair and condition at all times and must return all Hardware to Solace upon termination of the applicable Order or the Agreement.

2. 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 permit Users or any third party to: (i) disassemble the Hardware or decompile or otherwise derive source code from the Software; (ii) reverse engineer the Hardware; or (iii) modify or prepare derivative works of the Hardware. Customer may not distribute, rent, sublicense, lease or otherwise make the Hardware available, directly or indirectly, for use by any other person.

3. Delivery. Solace will deliver the Hardware to Customer’s address as identified on the Order (the “Delivery Point”) using Solace’s standard methods for packaging and shipping Hardware. The Hardware will be delivered within a reasonable time after the date of the Order, subject to availability. Solace will include in its shipment applicable user manuals, manufacturer warranties, or other materials, if such materials exist. All shipments are FCA Ottawa (INCOTERMS 2020). Customer will bear all freight, shipping, packaging, duties and handling costs as well as any taxes on such costs, associated with delivery of the Products to Customer. Customer will bear the risk of any loss or damage that occurs to the Hardware after it leaves Solace’s premises, provided that, Solace will insure all shipments of Hardware against loss or damage in transit.

4. Installation and Management. Except for any installation Professional Services to be performed by Solace pursuant to an Order, Customer agrees that it will be responsible for installing and managing the Hardware in accordance with the Documentation. Solace will have no responsibility or liability for any impact to or failure of the Hardware resulting from Customer’s (or Users’) improper installation and/or management of the Hardware.

5. Hardware Warranties; Remedies. Solace warrants to Customer during the applicable Subscription Term that the Hardware will perform, in all material respects, in accordance with the applicable Documentation. In the event of a breach of this warranty, Solace will, at its option and expense, use commercially reasonable efforts to correct the breach, or furnish to Customer new Hardware at no additional cost to Customer. The warranty and remedy herein shall not apply to any Hardware if the failure of the Hardware to perform in accordance with the warranty is caused by (i) accident, neglect, misuse, failure of electric power, failure of Customer to provide appropriate environmental conditions or causes other than ordinary use; or (ii) Customer repairs or alterations, or attempted repairs or alterations where such activity is not authorized by Solace.

6. Replacement or Exchange. At any time during the applicable Subscription Term, subject to (a) providing Solace with at least sixty (60) days’ prior written notice; (b) the availability of the desired Hardware, Software or Cloud Service; and (c) agreeing to an updated Order with Solace based on Solace’s pricing guidelines in effect at such time, Customer may exchange, reduce, add to, replace or upgrade some or all of the Hardware without penalty.

7. Refund Upon Termination. If an Order is terminated by Customer in accordance with Section 3.3 (Termination for Convenience) of the Agreement, upon Solace’s receipt of the Hardware in the condition in which it was delivered to Customer (normal wear and tear excepted), Solace will refund to Customer any prepaid Subscription Fees covering the remainder of the Subscription Term after the effective date of termination.

8. Change of Use.  If Customer purchases Hardware for spare use and subsequently converts such Hardware into lab use or production use, Customer will advise Solace of such change and will be required to pay additional charges for the appliance and Solace support as applicable for such use.

9. Equipment Relocation. Customer is entitled to relocate Hardware from the site specified in an Order to a different site at no additional charge to Customer, provided that Customer gives notice to Solace within five (5) days of any such relocation. Such notice will include the serial number of each relocated appliance, the former address and new address of each relocated appliance.