Software Schedule

to the Master Supply Agreement

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

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

1. 1. “Core” means (i) a single physical processor core or hyper-thread when the Software is deployed on either a bare-metal server or a cloud or virtualization environment that presents physical cores to the Software, and (ii) a single virtual core when deployed in a cloud or virtualization environment that presents virtual cores to the Software.
   2. “Connections” means the number of applications that may be connected to a Software event broker subscribed for by Customer as set out in an applicable Order.
   3. “Enterprise Connections” are Connections to applications using the SMF (Solace Messaging Format) protocol or the AMQP protocol.
   4. “Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and trojan horses.

2. Grant of Rights.

1. 1. Limited Rights. Customer receives no rights to the Software and Documentation other than those specifically granted in this Section 2 (Grant of Rights).
   2. License Grant. Subject to Customer’s (and Users’) compliance with this Schedule and the Agreement, Solace grants to Customer, during the Subscription Term, a worldwide, revocable, non-exclusive, non-transferable, non-sublicensable, license to install and Use the Software and use the Documentation, in each case: (a) in accordance with this Software Schedule; (b) in accordance with the Documentation; (c) in accordance with any specifications or limitations set out in the Order that Customer is permitted to use, such as limits associated with number of Cores, Connections, and/or Enterprise Connections, or other limits on copies of Software, users, protocols or devices, and on types of deployment (e.g. high availability, test or disaster recovery); (d) only on the operating systems or technology platforms designated by Solace; (e) for internal business purposes only, unless specifically authorized by Solace in the Documentation, Order, or otherwise; and (f) subject to the restrictions set out in Section 8.4 (General Restrictions) of the Agreement and Section 2.3 (Additional Restrictions) below.
   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) reverse engineer, disassemble, decompile, or translate the Software or otherwise attempt to derive the source code version of the Software, except if and only to the extent expressly permitted by applicable law, and provided that Customer first approaches Solace and seeks permission in writing; (b) except as expressly permitted in this Agreement, Use the Software or any portion thereof to create or develop any developer tools (including plug-ins and middleware) or any software; or (c) remove any copyright, trademark, or other applicable proprietary notices contained on the Software.

3. Delivery. Solace will make the Software available for electronic download subject to the receipt of all required documentation, including any required export and import permits. Thereafter, Customer will be responsible for and bear all expenses (including taxes) related to making the permitted number of copies and distributing such copies if and as expressly permitted in the Agreement. Customer will be the importer of record for the Software.

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 Software in accordance with the Documentation. Solace will have no responsibility or liability for any impact to or failure of the Software or any Offering with which the Software was provided resulting from Customer’s (or Users’) improper installation and/or management of the Software.

5. API License.  Any application programming interface (“API”) made available by Solace for Customer’s Use with the Software are licensed to Customer under the terms and conditions of the API license agreement provided with such API.

6. Open Source. Versions of certain third-party open source software (including libraries and redistributable files) may be embedded in, delivered with or automatically downloaded as part of any Software (“Open Source Software”). The Open Source Software is subject to the applicable separate open source license agreement(s) pertaining to the Open Source Software, which will be provided with the Software or otherwise made available on Solace’s website at https://products.solace.com/product_licenses/.  The source code for certain portions of the Open Source Software included in the Software (as specified in the copyright notices) is available by contacting Solace at support@solace.com within a three (3) year period from the original date of receipt of the applicable Software.

7. Software Warranties; Remedies. Solace warrants to Customer during the applicable Subscription Term that: (a) the Software will perform, in all material respects, in accordance with the applicable Documentation; and  (b) Solace will use industry standard practices designed to detect and protect the Software against any Malicious Code, including as applicable scanning the Software for malware and other security vulnerabilities and with up-to-date scanning of Software prior to making the Software available to Customer. Customer’s sole and exclusive remedy and the entire liability of Solace for its breach of this warranty will be for Solace, at its option and expense, to: (a) use commercially reasonable efforts to provide a work-around or correct such defect within a reasonable time, not to exceed thirty (30) days (or such other period as may be agreed upon by the Parties); or (b) terminate Customer’s license to access and Use the applicable non-conforming Offering and refund of any fees prepaid to Solace by Customer, prorated for the portion of the Subscription unused at the time Customer reported the breach of warranty to Solace. The warranties set forth in Section 7 (Software Warranties) will not apply if the Software is used other than as described in the Documentation or in violation of the terms of the Agreement.

8. 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 pricing guidelines in effect at such time, Customer may exchange, reduce, add to, replace or upgrade some or all of the Software without penalty.

9. Audit by Solace. Upon not less than ten (10) business days’ notice, Solace will have the right to audit Customer’s use of the Software subject to any limitations in the Order under which Customer licensed such Software. Solace will act reasonably in exercising its rights under this clause and, will only exercise such rights to the extent it is reasonably necessary in accordance with normal business practice and, in all cases, will use all reasonable endeavors to minimize disruption to Customer’s business and the business of Customer’s clients. Solace and its employees conducting an audit will comply with Customer’s reasonable security and confidentiality procedures provided to Solace in advance. If an audit reveals that Customer’s use has not been in compliance with the Agreement and as a result has not paid the full or correct price for its actual use, Solace may invoice the unpaid price based on the price list current at the time of the audit.

10. U.S. Government End-Users. Any Software and Documentation provided under the Agreement are commercial items, as that term is defined in 48 CFR 2.101, consisting of commercial computer software and commercial computer software documentation, as those terms are used in 48 CFR 12.212. If Software and Documentation is acquired by or on behalf of the U.S. government or by a U.S. government contractor (including without limitation prime contractors and subcontractors at any tier), then in accordance with 48 CFR 227.7202-4 (for Department of Defense licenses only) and 48 CFR 12.212 (for licenses with all federal government agencies), the government’s rights to such Software and Documentation are limited to the commercial rights specifically granted in the Agreement, as restricted by the Agreement. The rights limited by the preceding sentence include any rights to reproduce, modify, perform, display, disclose, release, or otherwise use the Software and Documentation. This Section (U.S. Government End-Users) does not grant Customer any rights not specifically set forth in the Agreement. Customer must not remove or deface any restricted rights notice or other legal notice appearing in any Software and Documentation or on any associated packaging or other media. Customer must require that its U.S. government users of any Software and Documentation agree to and acknowledge the provisions of this Section (U.S. Government End-Users) in writing.