key: solace-software-eula-2020
short_name: Solace-Software-EULA-2020
name: Solace-Software-EULA-2020
category: Non-Commercial
owner: solace
homepage_url: https://solace.com/license-software/
spdx_license_key: LicenseRef-scancode-solace-software-eula-2020
text_urls:
  - https://solace.com/wp-content/uploads/2019/03/Solace-Software-EULA.pdf
ignorable_urls:
  - http://www.bis.doc.gov/
  - http://www.opensource.org/licenses/alphabetical
  - http://www.treas.gov/offices/enforcement/ofac
  - https://solace.com/support
ignorable_emails:
  - support@solace.com
  - support@solcae.com
text: "Version: APRIL 1, 2020\n\nSOLACE CORPORATION\n\nLICENCE AGREEMENT FOR SOLACE SOFTWARE\n\
  \nTHIS LICENCE AGREEMENT and any documents expressly referred to in this agreement (the “Agreement”)\
  \ between SOLACE CORPORATION, a company incorporated under the laws of the Province of Ontario\
  \ (“SOLACE”) and licensee, the party identified in the Order (as defined below) or that otherwise\
  \ accepts this Agreement (the “Licensee”) (together the “Parties”, and each a “Party”), is\
  \ made on the Effective Date (as defined below).\n\nBY ACCEPTING THE TERMS OF THIS AGREEMENT,\
  \ EITHER BY: A) ACCEPTING THE AGREEMENT ONLINE, B) SIGNING THE ORDER (AS DEFINED BELOW) WHICH\
  \ REFERENCES THIS AGREEMENT, OR C) INSTALLING OR USING THE SOFTWARE AFTER BEING MADE AWARE\
  \ OF THIS AGREEMENT, THE LICENSEE ACKNOWLEDGES THAT IT HAS READ AND UNDERSTOOD ALL OF THE\
  \ PROVISIONS, AND HAS THE AUTHORITY TO AGREE TO, AND IS CONFIRMING THAT IT IS AGREEING TO,\
  \ COMPLY WITH AND BE BOUND BY, ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN, TOGETHER\
  \ WITH THE TERMS SET FORTH IN ANY ORDER. IF, AFTER READING THIS AGREEMENT, THE LICENSEE DOES\
  \ NOT ACCEPT OR AGREE TO THE TERMS AND CONDITIONS CONTAINED HEREIN, THE LICENSEE SHALL NOT\
  \ INSTALL OR USE THE SOFTWARE.\n\nIF YOU ARE AN AGENT OR EMPLOYEE OF ANOTHER ENTITY THEN YOU\
  \ HEREBY REPRESENT AND WARRANT THAT: (I) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS DULY AUTHORIZED\
  \ TO ACCEPT THIS AGREEMENT ON SUCH ENTITY’S BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH\
  \ ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM\
  \ ITS OBLIGATIONS HEREUNDER.\n\n1            INTERPRETATION\n\n1.1        Definitions. In\
  \ this Agreement the following terms shall have the following meanings:\n\n“Core” means (i)\
  \ a single physical processor core or hyper-thread when Solace PubSub+ 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 VMR.\n\n“Documentation” means the documentation\
  \  made accessible by SOLACE via a URL provided to\nLicensee.\n\n“Order” means (i) an electronic\
  \ form provided by SOLACE on its website for ordering Software Subscriptions, Professional\
  \ Services, and/or Support and Maintenance Services, or (ii) a written document, including\
  \ a Licensee purchase order, executed by SOLACE and Licensee pursuant to which Licensee purchases\
  \ of Software Subscriptions, Professional Services, and/or Support and Maintenance Services\
  \ from SOLACE.\n\n“Products” means the Software, Documentation, Support and Maintenance Services,\
  \ Professional\nServices and other products and services that are ordered by Licensee from\
  \ SOLACE. “Software” means the SOLACE software product(s) described in an Order.\n“SOLACE\
  \ Quotation” means SOLACE’s sales quotation document provided by SOLACE to a prospective customer\
  \ which sets out the fees for SOLACE’s Products.\n\n“Subscription” means the right granted\
  \ by SOLACE to Licensee to install and use the Software in accordance with the terms of this\
  \ Agreement and the applicable Order, for the Subscription Term specified in the applicable\
  \ Order.\n\n“Subscription Fee” means the fee payable by Licensee for a Subscription in accordance\
  \ with the terms hereof and the applicable Order.\n\n“Subscription Term” means the period\
  \ of time that Licensee is authorized by SOLACE to install and use the Software (including\
  \ the Documentation).\n\n“Support and Maintenance Services” means the support services provided\
  \ by SOLACE for the\nSoftware in accordance with the Support and Maintenance Terms.\n\n“Support\
  \ and Maintenance Terms” means SOLACE’S policies, terms and conditions for the provision of\
  \ Support and Maintenance Services to its customers, a copy of which is available on the SOLACE\
  \ website at https://solace.com/support.\n\n“Statement of Work” or “SOW” shall mean a statement\
  \ of work in the form attached hereto as Schedule B pursuant to which the parties agree upon\
  \ the Professional Services to be provided by SOLACE to Licensee, the fees to be charged,\
  \ milestones, deliverables and such other terms and conditions as the parties may agree upon.\n\
  \n1.2\tCurrency. Unless otherwise specified, all dollar amounts in this Agreement, including\
  \ the symbol\n“$”, refer to United States currency.\n\n2\tLICENSE GRANT\n\n2.1\tGeneral License\
  \ to Software.\n\n(a)         Provided Licensee complies with this Agreement, SOLACE hereby\
  \ grants to Licensee a non-exclusive, non-sublicensable (except as permitted in accordance\
  \ with Section 2.6 below), non-transferable, license, during the term of this Agreement, to\
  \ install and use the Software in object code form during the applicable Subscription Term\
  \ for the number of Cores specified in the Order, solely for the Licensee’s internal business\
  \ purposes and in accordance with the terms of this Agreement.\n\n(b)         If Licensee\
  \ requires a license from SOLACE to enable Licensee to bundle or otherwise make available\
  \ a Product with Licensee’s own software, such bundling will be pursuant to separate terms\
  \ to be agreed.\n\n2.2        Documentation. Provided Licensee complies with this Agreement,\
  \ Licensee may reproduce the Documentation, for use on an internal basis only, and solely\
  \ in support of the Licensee’s licensed use of the Software. Distribution of the Documentation\
  \ outside of Licensee is prohibited without\nthe express written permission of SOLACE. Licensee\
  \ must reproduce all copyright and other proprietary notices that are on the original copy\
  \ of the Documentation.\n\n2.3        Back-up Copy.  In addition to the number of copies of\
  \ the Software installed and used pursuant to Section 2.1 and paid for in accordance with\
  \ Section 5, Licensee may make one copy of each licensed Product per Subscription solely for\
  \ back-up purposes, provided that Licensee reproduces all copyright and other proprietary\
  \ notices that are on the original copy of the Software and such back-up copy is not installed\
  \ or used other than for back-up and recovery purposes.  Back-up copies that are used as part\
  \ of a live or ‘hot’ back-up will be subject to additional fees.\n\n2.4        Use Restrictions.\
  \ Licensee will not: (a) reverse engineer, disassemble, decompile, or translate the Software\
  \ (other than Sample Applications), 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 Licensee first approaches SOLACE and seeks permission in writing; (b)\
  \ except as expressly permitted in this Agreement, rent, lease, loan or otherwise in any manner\
  \ provide, transfer or distribute the Products or any part thereof to any third party; (c)\
  \ use the Software in violation of applicable laws; (d) circumvent any user limits or other\
  \ license timing or use restrictions that are built into the Software; and (e) except as expressly\
  \ permitted in this Agreement, reproduce, distribute, publicly perform, publicly display or\
  \ create adaptations or derivative works of or based on the Products.\n\n2.5       Publicly\
  \ Available Software. Portions of the Software include software programs that are distributed\
  \ by SOLACE pursuant to the terms and conditions of a license granted by the copyright owner\
  \ of such software programs and which governs Customer’s use of such software programs (“Publicly\
  \ Available Software”).  The Licensee’s use of Publicly Available Software in conjunction\
  \ with the Software in a manner consistent with the terms of this Agreement is permitted,\
  \ however, the Licensee may have broader rights under the applicable license for Publicly\
  \ Available Software and nothing contained herein is intended to impose restrictions or limitations\
  \ on the Licensee’s use of the Publicly Available Software. The warranty, indemnity and limitation\
  \ of liability provisions in this Agreement will apply to all of the Software, including Publicly\
  \ Available Software included in the Software. Copies of such Publicly Available Software\
  \ license agreements are available by contacting Licensor at support@solace.com. The source\
  \ code for certain portions of the Publicly Available Software included in the Software (as\
  \ specified in the copyright notices) is available by contacting SOLACE at support@solcae.com\
  \ within a three (3) year period from the original date of receipt of the applicable Software\
  \ or Adapter and for a fee that shall not exceed Licensor' costs associated with the shipping\
  \ of such software source code.\n\n2.6       Sub-licensing.   Any sub-licensing of the Software\
  \ under this Agreement must be expressly authorized by SOLACE pursuant to an Order or otherwise\
  \ in writing. Any attempt by Licensee to sub-license or otherwise transfer the Products to\
  \ a third party in breach of this restriction will be void.  Any sub-licensing that may be\
  \ permitted under this Agreement by SOLACE will be subject to such sub-licensee agreeing to\
  \ substantially similar restrictions and obligations set out in this Agreement.  Licensee\
  \ will be fully liable for any breach by a sub-licensee of any restriction or\nobligation,\
  \ and SOLACE may bring a Claim against Licensee if SOLACE suffers any Losses arising from\
  \ such breach.\n\n2.7\tEvaluation Licenses.\n\n(a)         If the Software provided to Licensee\
  \ under this Agreement is designated by SOLACE in an Order or otherwise as an evaluation release\
  \ (indicated by terms such as “pre- commercial”, “alpha,” “beta,” “trial,” “draft,” “early\
  \ access,” “EA” or “evaluation”) (each an “Evaluation Software Release”), Licensee will have\
  \ the limited right under this Agreement to download and install the Software on the number\
  \ of Cores identified in the Order or, if not identified, one Core, for the Licensee’s internal\
  \ and non-commercial evaluation of the Software.\n\n(b)         Licensee acknowledges that\
  \ the Evaluation Software Release may not meet performance and compatibility standards of\
  \ a production version. The Evaluation Software Release may not operate correctly, may be\
  \ substantially modified by SOLACE prior to first commercial shipment, and may be withdrawn\
  \ completely and never issued for commercial use.\n\n(c)         If  Licensee  desires  other\
  \  rights  for  the  Evaluation  Software  Release,  Licensee  must request from SOLACE a\
  \ commercial release of the Software.\n\n(d)         The limited use license granted in subsection\
  \ (a) will automatically expire on the earlier of: (i) the date when the Software is made\
  \ available to Licensee as a commercially available product, and (ii) the date specified in\
  \ the Order or, if no such date is identified in the Order, the date that is 30 days after\
  \ the date of delivery or provision of the Evaluation Software Release to Licensee. Following\
  \ license expiry Licensee will permanently delete or otherwise purge such Evaluation Software\
  \ Release from Licensee’s systems and, if requested by SOLACE, certify the same.\n\n2.8  \
  \      License of APIs. Provided Licensee complies with this Agreement and any terms that\
  \ SOLACE provides, SOLACE grants to Licensee a non-exclusive, royalty free license, during\
  \ the term of this Agreement, to download, install and use, the applicable application programming\
  \ interfaces that may be made available by SOLACE with the Software (“APIs”) solely to create\
  \ interfaces between the Software and the Licensee’s software or third party software on Licensee’s\
  \ systems.\n\n2.9\tLicense to Sample Applications.\n\n(a)         SOLACE may, in its sole\
  \ discretion, provide certain sample Software in source code or object code form for the purposes\
  \ of demonstrating certain features enabled by the Software, including demonstrating to Licensees\
  \ how to build applications using APIs, and for use by Licensees with such APIs (each, a “Sample\
  \ Application”).\n\n(b)         Whether provided separately or together with other Software,\
  \ if SOLACE provides such Sample Application to Licensee, then SOLACE hereby grants to Licensee\
  \ a non- sublicensable, non-transferable, non-exclusive, revocable license, to install such\
  \ Sample Application for Licensee’s evaluation for the same duration as the Software with\
  \ which\ndelivery of the Sample Application.\n\n3\tOPTIONAL SERVICES AND SUPPORT\n\n3.1  \
  \      Optional  Services.    Licensee  acknowledge  that  certain  optional  services,  such\
  \  as  training, integration and development services may be provided by SOLACE in association\
  \ with the Products, and access to such services will be provided only pursuant to a Statement\
  \ of Work executed by SOLACE and Licensee and may include separate and additional fees.\n\n\
  3.2\tSupport.\n\n(a)        Provided Licensee complies with this Agreement, SOLACE will provide\
  \ Support and Maintenance Services the Software in accordance with SOLACE’s then standard\
  \ Support and Maintenance Terms. The level of support will be dependent on whether Licensee\
  \ has procured either the ‘Premium Support Plan’ or ‘Standard Support Plan’ defined in SOLACE’s\
  \ Support and Maintenance Terms and as specified in the applicable Order.\n\n(b)         SOLACE\
  \ may enhance such standard Support and Maintenance Services from time to time in its discretion.\n\
  \n(c)         For greater clarity, SOLACE’s then standard Support and Maintenance Terms do\
  \ not apply to Evaluation Software Releases, Sample Applications or any free versions of the\
  \ Software that may be made available. SOLACE may make available support related information\
  \ on a free basis for such Software on its publicly accessible website or otherwise, and such\
  \ support related information will, for greater clarity, be subject to the limitations and\
  \ exclusions in this Agreement.\n\n4\tPROPRIETARY RIGHTS\n\n4.1        Intellectual Property\
  \ Rights. In this Agreement “Intellectual Property Rights” means: (a) any and all proprietary\
  \ rights anywhere in the world provided under: (i) patent law; (ii) copyright law (including\
  \ moral rights); (iii) trademark law; (iv) design patent or industrial design law; or (v)\
  \ any other statutory provision or common law principle applicable to this Agreement, including\
  \ trade secret law, that may provide a right in either hardware or information generally or\
  \ the expression or use of such hardware or information; (b) any and all applications, registrations,\
  \ licenses, sub- licenses, franchises, agreements or any other evidence of a right in any\
  \ of the foregoing.  Except for the licenses expressly granted herein, othing in this Agreement\
  \ or the provision of the Products conveys or otherwise provides to Licensee title, interest\
  \ or any Intellectual Property Rights in or to: (a) the Products, or (b) know-how, ideas,\
  \ or any other subject matter protectable under laws applicable to Intellectual Property Rights\
  \ of any jurisdiction. As between Licensee and SOLACE, SOLACE and its affiliates and licensors\
  \ are the sole and exclusive owners of the Products, including Intellectual Property Rights\
  \ therein.\n\n4.2        Feedback.  Licensee is encouraged to provide to SOLACE suggestions,\
  \ comments and feedback related to the Products (including reporting bugs) (the “Feedback”).\
  \ Licensee hereby grants to SOLACE a license to use, copy, distribute, modify or otherwise\
  \ adapt, incorporate into any software and documentation, including the Products, and sublicense,\
  \ without attribution or compensation  to  Licensee,  all  Feedback  which  SOLACE  receives\
  \  or  otherwise  obtains  from\nor will cause all moral rights to be waived in any Feedback.\n\
  \n4.3        Third Party Licenses.  The Software may contain or require third party software\
  \ that is licensed under third party terms.   SOLACE may direct Licensee to such third party\
  \ terms, and in some instances the Software cannot be used or further distributed without\
  \ Licensee’s acceptance of such terms.  Any failure of Licensee to agree to the terms applicable\
  \ to such third party software may undermine certain functionality of or prevent Licensee\
  \ from using the Software.\n\n4.4\tOpen Source Software.\n\n(a)         Licensee will not\
  \ represent to third parties, or use any third party software or code in conjunction with:\
  \ (i) the Software; or (ii) any software, products, documentation, content or other materials\
  \ developed using the Software, in such a way that: (A) creates, purports to create or has\
  \ the potential to create, obligations for SOLACE with respect to the Software; or (B) grants,\
  \ purports to grant, or has the potential to grant to any third party any rights to or immunities\
  \ under any Intellectual Property Rights of SOLACE, as such rights exist in or relate to the\
  \ Products.\n\n(b)         Licensee will not use any Software in any manner, including through\
  \ incorporation, linking, distribution or otherwise, that will cause any Products and any\
  \ Intellectual Property Rights therein to become subject to any encumbrance or terms and conditions\
  \ of any third party or open source license, including any open source license listed on http://www.opensource.org/licenses/alphabetical\
  \ (each an “Open Source License”).\n\n(c)         The restrictions, limitations, exclusions\
  \ and conditions referred to under subsection (b) will apply even if SOLACE becomes aware\
  \ of or fails to act in a manner to address any violation or failure to comply therewith.\
  \ No act by SOLACE that is undertaken under this Agreement in respect to any Products will\
  \ be construed as intending to cause any Intellectual Property Rights that are owned or controlled\
  \ by SOLACE or any of its affiliates (or for which SOLACE or any of its affiliates has received\
  \ license rights) to become subject to any encumbrance or terms and conditions of any Open\
  \ Source License.\n\n4.5\tUse of Name and Logo.  Licensee will not display or make any use\
  \ of SOLACE’s or its affiliates’\nnames, marks or logos without the prior written approval\
  \ of SOLACE.\n\n5\tFEES AND TAXES\n\n5.1        Fees. Licensee shall pay the applicable Subscription\
  \ Fees and support fees specified in the applicable Order. Except as otherwise specified herein\
  \ or in an Order, Subscription Fees are based on Subscriptions purchased and not actual usage.\
  \ Subscription Fees paid are refundable if the number of Subscriptions purchased are decreased\
  \ during the relevant Subscription Term.\n\n5.2        Invoices and Payment. Subscription\
  \ Fees will be invoiced in advance and otherwise in accordance with the relevant Order. All\
  \ invoices issued by SOLACE are due and payable within 30 days of the invoice date unless\
  \ otherwise agreed in an Order.  Licensee will be responsible for any and all\nsales, use,\
  \ excise, import, value-added, services, consumption, and other taxes assessed on the receipt\
  \ of the Products, and any related services as a whole.\n\n5.3        Overdue Charges. Any\
  \ payment not received from Customer by the due date may accrue (except with respect to charges\
  \ then subject to a reasonable and good faith dispute), at Licensor' discretion, late charges\
  \ at the rate of 1.5% of the outstanding balance per month (19.57% per annum), or the maximum\
  \ rate permitted by law, whichever is lower, from the date such payment was due until the\
  \ date paid.\n\n6\tCONFIDENTIALITY\n\n6.1\tDefinition of Confidential Information.\n\nIn this\
  \ Agreement “Confidential Information” of a Party means any information of a Party (including\
  \ in respect to SOLACE any of its affiliates, licensors, customers, employees or subcontractors)\
  \ (the “Disclosing Party”), whether oral, written or in electronic form, which has or will\
  \ come into the possession or knowledge of the other Party (the “Receiving Party”) in connection\
  \ with or as a result of entering into this Agreement that can reasonably be considered to\
  \ be confidential in the circumstances of disclosure or which is designated as confidential.\
  \ The Products, any performance information, service levels, support terms, and results of\
  \ testing of the Software, and the terms of this Agreement are Confidential Information of\
  \ SOLACE. Notwithstanding the foregoing, “Confidential Information” does not include information\
  \ that is:\n\n(a)         publicly available when it is received by or becomes known to the\
  \ Receiving Party or that subsequently becomes publicly available other than through a direct\
  \ or indirect act or omission of the Receiving Party (but only after it becomes publicly available);\n\
  \n(b)         established by evidence to have been already known to the Receiving Party at\
  \ the time of its disclosure to the Receiving Party and is not known by the Receiving Party\
  \ to be the subject of an obligation of confidence of any kind;\n\n(c)         independently\
  \ developed by the Receiving Party without any use of or reference to the Confidential Information\
  \ of the Disclosing Party as established by evidence that would be acceptable to a court of\
  \ competent jurisdiction;\n\n(d)         received by the Receiving Party in good faith without\
  \ an obligation of confidence of any kind from a third party who the Receiving Party had no\
  \ reason to believe was not lawfully in possession of such information free of any obligation\
  \ of confidence of any kind, but only until the Receiving Party subsequently comes to have\
  \ reason to believe that such information was subject to an obligation of confidence of any\
  \ kind when originally received; or\n\n(e)         Feedback provided by Licensee or a representative\
  \ of Licensee.\n\n6.2\tConfidentiality Obligations.\n\n(a)         Each Party will, in its\
  \ capacity as a Receiving Party: (i) not use or reproduce Confidential Information of the\
  \ Disclosing Party for any purpose, other than as may be reasonably necessary for the exercise\
  \ of its rights or the performance of its obligations set out in this\nAgreement; and (ii)\
  \ not disclose, provide access to, transfer or otherwise make available any Confidential Information\
  \ of the Disclosing Party to any third party except as expressly permitted in this Agreement.\n\
  \n(b)         Each Party may, in its capacity as a Receiving Party, disclose Confidential\
  \ Information of the Disclosing Party: (i) if and to the extent required by a governmental\
  \ authority or otherwise as required by applicable law, provided that the Receiving Party\
  \ must first give the Disclosing Party notice of such compelled disclosure (except where prohibited\
  \ by applicable law from doing so) and must use commercially reasonable efforts to provide\
  \ the Disclosing Party with an opportunity to take such steps as it desires to challenge or\
  \ contest such disclosure or seek a protective order.  Thereafter, the Receiving Party may\
  \ disclose the Confidential Information of the Disclosing Party, but only to the extent required\
  \ by applicable law and subject to any protective order that applies to such disclosure; and\
  \ (ii) to: (A) its accountants, internal and external auditors and other professional advisors\
  \ if and to the extent that such persons need to know such Confidential Information in order\
  \ to provide the applicable professional advisory services relating to the Receiving Party;\
  \ and (B) employees of the Receiving Party and its subcontractors if and to the extent that\
  \ such persons need to know such Confidential Information to perform their respective obligations\
  \ under this Agreement;\n\nprovided that any such person is aware of the provisions of this\
  \ Section 6.2 and has entered into a written agreement with the Receiving Party that includes\
  \ confidentiality obligations in respect of such Confidential Information of the Disclosing\
  \ Party that are no less stringent than those contained in this Section 6.2.\n\n6.3      \
  \  Consent to Injunctive Relief. Any unauthorized use or disclosure of the Confidential Information\
  \ of SOLACE, its affiliates or licensors may cause irreparable harm and significant injury\
  \ to SOLACE that would be difficult to ascertain or quantify; accordingly Licensee agrees\
  \ that SOLACE will have the right to seek and obtain injunctive or other equitable relief\
  \ to enforce the terms of this Agreement and without limiting any other rights or remedies\
  \ that SOLACE may have.\n\n7\tWARRANTY AND DISCLAIMER OF WARRANTIES.\n\n7.1        Warranty.\
  \  SOLACE warrants that the Software will materially comply with the Documentation during\
  \ the Subscription Term.  If the Software does not materially conform with the warranty in\
  \ the prior sentence, provided that Licensee is in compliance with the terms of this Agreement,\
  \ and all Subscription Fees are fully-paid up, SOLACE will provide the support to Licensee\
  \ in respect to the applicable Software to the extent set out in SOLACE’s then current Support\
  \ and Maintenance Terms, and the provision of support to correct the non-compliance with the\
  \ warranty in this Section will be Licensee’s sole and exclusive remedy in the event of non-compliance\
  \ with the\nwarranty in this Section by SOLACE. All other support will be dependent on the\
  \ plan procured by\nLicensee, as defined in the Support and Maintenance Terms.\n\n7.2\tDisclaimers.\n\
  \n(a)        EXCEPT AS SET OUT IN SECTION 7.1, THE PRODUCTS AND  SUPPORT THAT MAY BE PROVIDED\
  \ BY SOLACE UNDER THIS AGREEMENT, IS PROVIDED ‘AS-IS’ AND ‘AS AVAILABLE’.\n\n(b)         Except\
  \ as set out in Section 7.1, the Products and  support are without any additional warranties\
  \ of any kind, whether express, implied, collateral, statutory or otherwise. SOLACE does not\
  \ warrant or make any representations regarding the use, or the results of the use, of the\
  \ Products in terms of its correctness, accuracy, reliability, or otherwise.\n\n(c)      \
  \   SOLACE does not represent or warrant that the functionality of the Products will meet\
  \ Licensee requirements, or that the operation of the Products will be uninterrupted or error-free,\
  \ or that the Products  or any service enabled by the use of the Software will always be available,\
  \ or that defects in the Products will be corrected.\n\n(d)         TO THE MAXIMUM EXTENT\
  \ PERMITTED UNDER APPLICABLE LAW, SOLACE ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES\
  \ AND LICENSOR(S) EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED,\
  \ STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES, AND CONDITIONS OF MERCHANTABLE\
  \ QUALITY, MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.\n\
  \n(e)\tSome jurisdictions do not allow the exclusion of implied warranties, so exclusions\
  \ in this\nArticle 7 will apply only to the extent permitted by applicable law.\n\n8\tLICENSEE\
  \ INDEMNITY AND EXCLUSION.\n\n8.1\tLicensee Indemnity.\n\n(a)        Without limiting SOLACE’s\
  \ rights and remedies under this Agreement, Licensee will indemnify, defend and hold SOLACE,\
  \ its licensors, affiliates or any of their respective directors, officers, employees or agents\
  \ (together, the “Solace Indemnitees”) harmless from and against any and all third party Claims\
  \ and Losses incurred or otherwise suffered by each SOLACE Indemnitee arising out of, resulting\
  \ from or related to:\n\n(i)         any use, reproduction or distribution of the Products\
  \ (notwithstanding the restrictions and obligations in this Agreement), as modified or integrated\
  \ by Licensee in Licensee application, which causes an infringement or misappropriation of\
  \ any Intellectual Property Right, publicity or privacy right of any third parties arising\
  \ in any jurisdiction anywhere in the world, except and\nsolely to the extent such infringement\
  \ is caused by the unmodified Software, or portions thereof, as supplied to Licensee by SOLACE\
  \ under this Agreement; or\n\n(ii)\tany use, downloading, distribution, installation, storage,\
  \ execution, or transfer of the Products in breach of this Agreement.\n\n(b)         SOLACE\
  \ may enforce the indemnity under this Article 8 on behalf of any or all of the SOLACE Indemnitees.\
  \  Licensee may only bring a Claim against SOLACE and not any SOLACE Indemnitees under this\
  \ Agreement.\n\n8.2\tSOLACE Indemnity.\n\n(a)         SOLACE will defend Licensee from and\
  \ against any and all Claims by a third party incurred or otherwise suffered by Licensee arising\
  \ out of, resulting from or related to a Claim that the Products licensed pursuant to Section\
  \ 2.1 infringe or misappropriate third party copyright or patent rights in Canada or the United\
  \ States of America, and indemnity Licensee from any damages awarded by a court of final determination.\n\
  \n(b)         Without limitation, Section 8.2 will not be applicable and SOLACE will not be\
  \ liable to defend a Claim to the extent that such Claim is based on: (i) Licensee’s use of\
  \ the Products after SOLACE notifies Licensee to discontinue using them; (ii) Licensee combining\
  \ the Products with non-SOLACE services, products, programs or data; or (iii) Licensee altering\
  \ or modifying the Products.\n\n(c)         If SOLACE receives information concerning an infringement\
  \ or misappropriation Claim related to the Products, SOLACE may, at its expense and without\
  \ obligation to do so, either: (i) procure the Intellectual Property Rights or other right(s)\
  \ to continue to use the Product; or (ii) replace or modify the Product to make it non-infringing;\
  \ or (iii) immediately terminate this Agreement on written notice to Licensee, in which case\
  \ SOLACE will refund to Licensee, on a pro-rata basis, any pre-paid fees in respect to such\
  \ Product from the date of such termination to the end of the then current Subscription Term\
  \ for such Product; and this Section 8.2(c) states the sole and exclusive remedy of Licensee\
  \ and the entire liability of SOLACE for third party infringement claims and actions.\n\n\
  8.3        Indemnification Procedures. Each Party’s obligations under this Article 8 are contingent\
  \ on all of the following: (i) the Party seeking the indemnity (the “Indemnified Party”) must\
  \ notify the other Party (the “Indemnifying Party”), in a timely manner and in writing of\
  \ the Claim; (ii) the Indemnified Party must give the Indemnifying Party sole control over\
  \ defense and settlement of the Claim; (iii) the Indemnified Party must provide the Indemnifying\
  \ Party with reasonable information and assistance, at the Indemnifying Party’s request, as\
  \ needed in defending the Claim (the Indemnifying Party will reimburse the Indemnified Party\
  \ for reasonable expenses that the Indemnified Party incurs in providing that assistance).\
  \ The Indemnified Party may choose to have its counsel, monitor or participate in the defense\
  \ of such a Claim provided that the Indemnified Party will be responsible for the cost of\
  \ its own counsel and the Indemnifying Party’s obligations in this Article 8 do not extend\
  \ to the Indemnified Party’s legal costs should it wish to exercise such right. The Indemnifying\
  \ Party will not be responsible for any settlement made by the Indemnified\nClaim without\
  \ the Indemnified Party’s prior written consent.\n\n9\tLIMITATIONS OF LIABILITY.\n\n9.1\t\
  Definition and Limitations of Liability.\n\n(a)        In this Agreement: “Claim” means any\
  \ actual, threatened or potential civil, criminal, administrative, regulatory, arbitral or\
  \ investigative demand, allegation, action, suit, investigation or proceeding or any other\
  \ claim or demand; and “Losses” means any and all damages, fines, penalties, deficiencies,\
  \ losses, liabilities (including settlements and judgments), costs and expenses (including\
  \ interest, court costs, reasonable fees and expenses of lawyers, accountants and other experts\
  \ and professionals or other reasonable fees and expenses of litigation or other proceedings\
  \ or of any Claim, default or assessment).\n\n(b)         SUBJECT TO SECTION 9.1(d), TO THE\
  \ FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL SOLACE INDEMNITEES\
  \ BE LIABLE FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL\
  \ DAMAGES; OR (B) ANY DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS\
  \ OF BUSINESS INFORMATION, IN EACH CASE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,\
  \ INCLUDING ANY DOWNLOAD, INSTALLATION OR USE OF, OR INABILITY TO USE, THE PRODUCTS; EVEN\
  \ IF SUCH DAMAGES WERE FORESEEABLE, AND REGARDLESS OF WHETHER THE SOLACE INDEMNITIEES HAVE\
  \ BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.\n\n(c)         SUBJECT TO SECTION 9.1(d),\
  \ TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SOLACE INDEMNITEES’\
  \ TOTAL AGGREGATE LIABILITY IN RESPECT OF THIS AGREEMENT, INCLUDING THE PRODUCTS AND ANY SERVICES\
  \ THAT MAY BE PROVIDED HEREUNDER, FOR ANY AND ALL LOSSES AND CLAIMS EXCEED THE AMOUNTS PAID\
  \ TO SOLACE IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.\n\n\
  (d)\tCertain Damages Not Excluded or Limited. NOTWITHSTANDING THE FOREGOING, SECTIONS 9.1\
  \ (b) AND (c) DO NOT APPLY TO (I) DAMAGES ARISING FROM A PARTY’S BREACH OF ITS CONFIDENTIALITY\
  \ OBLIGATIONS HEREUNDER, (II) INDEMNIFICATION CLAIMS, (III) DAMAGES ARISING FROM INFRINGEMENT\
  \ OF A PARTY’S INTELLECTUAL PROPERTY RIGHTS; (IV) ANY CLAIMS FOR NON-PAYMENT, (V) FRAUD OR\
  \ WILLFUL MISCONDUCT, OR (VI) BODILY INJURY OR DEATH.\n\n(e)         This Article 9 will apply\
  \ irrespective of the nature of the cause of action, demand or Claim, including, breach of\
  \ contract (including fundamental breach), negligence (including gross negligence), tort or\
  \ any other legal theory, and will survive a fundamental breach or breaches of this Agreement\
  \ or of any remedy contained herein.\n\n10\tTERM AND TERMINATION.\nuntil the expiry of the\
  \ Subscription Term set out in the Order or the Agreement terminates in accordance with its\
  \ terms. Subject to payment of the applicable Software Fees, Software Subscriptions shall\
  \ automatically renew for additional periods equal to the expiring Subscription Term or one\
  \ (1) year (whichever is shorter), unless either party gives the other notice of non- renewal\
  \ at least thirty (30) days prior to the end of the then-current Subscription Term. The Subscription\
  \ Fees during any automatic renewal term will be as set forth in the applicable Order.\n\n\
  10.2      Termination for Cause. A party may terminate this Agreement for cause (i) upon 30\
  \ days’ written notice to the other party of a material breach if such breach remains uncured\
  \ at the expiration of such period, or (ii) if the other party becomes the subject of a petition\
  \ in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation\
  \ or assignment for the benefit of creditors.\n\n10.3      Termination by SOLACE. SOLACE may\
  \ terminate this Agreement for cause with immediate effect on written notice if Licensee commits\
  \ a breach of Articles 4 or 5 by Licensee.\n\n10.4      Termination of Sample Application\
  \ and Evaluation Software Release Licenses for Convenience by SOLACE. SOLACE may terminate\
  \ the licenses in respect to the Sample Applications, Evaluation Software Releases, and any\
  \ other Products that may be licensed by SOLACE on a trial basis, at any time for convenience,\
  \ upon written notice to Licensee.\n\n10.5      Termination of Licenses of Trial Software.\
  \ Subject to Section 10.4, if any Software is licensed for use by a Licensee on a trial basis,\
  \ the license to use such Software during a trial period will continue for such duration set\
  \ out in an Order.\n\n10.6      Effects of Termination. Upon termination or expiry of this\
  \ Agreement or specific licenses granted hereunder for any reason, and without limiting SOLACE’s\
  \ other rights or remedies under this Agreement: (a) Licensee must permanently delete or destroy,\
  \ or otherwise purge, all copies (electronic or otherwise) of the applicable Products from\
  \ Licensee’s systems, and any other Confidential Information of SOLACE, in Licensee’s possession\
  \ or control, and, if requested by SOLACE, certify the same, and the license and other rights\
  \ granted to Licensee in this Agreement will terminate; (b) termination or expiration of this\
  \ Agreement or an individual Subscription will result in termination of any applicable Support\
  \ and Maintenance Services; and (c) Licensee will not receive a return of any pre-paid fees\
  \ in respect to the applicable Products, on a pro-rata basis or otherwise, except where expressly\
  \ stated in this Agreement.\n\n10.7      Survival. Neither the expiration nor the earlier\
  \ termination of this Agreement will release either of the Parties from any obligation or\
  \ liability that accrued prior to such expiration or termination. The provisions of this Agreement\
  \ requiring performance or fulfilment after the expiration or earlier termination of this\
  \ Agreement, including Articles 4, 5, 7, 8, 9, 10, 11, 12, and 13, and such other provisions\
  \ as are necessary for the interpretation thereof and any other provisions hereof, the nature\
  \ and intent of which is to survive termination or expiration of this Agreement, will survive\
  \ the expiration or earlier termination of this Agreement.\n\n11\tAUDIT AND REMEDIATION\n\n\
  11.1      Audit. During the term of this Agreement and for two years thereafter, SOLACE or\
  \ any internal or external audit representative acting on behalf of SOLACE (the “SOLACE Audit\
  \ Representatives”)\nregular business hours and upon reasonable prior written notice to Licensee,\
  \ to audit and inspect on a mutually agreed upon date and location any system or facility\
  \ or part of a system or facility to which Licensee has downloaded the Software or is receiving\
  \ any services (or both) in order to verify the performance by Licensee of its obligations\
  \ under this Agreement, including the Licensee’s usage of the Products in accordance with\
  \ the restrictions and terms in this Agreement.\n\n11.2      Remediation. Without limiting\
  \ SOLACE’s rights and remedies under this Agreement, if an audit conducted pursuant to this\
  \ Agreement reveals any error, deficiency or other failure to perform on the part of Licensee\
  \ including use of the Software contrary to the licenses in this Agreement or installed on\
  \ systems, computers or processors for which the Licensee has not paid applicable Subscription\
  \ Fees: (a) Licensee will immediately pay to SOLACE any fees due and payable for Software\
  \ used in breach of the restrictions in this Agreement, plus interest at the lesser of: (i)\
  \ the rate of 1.5 percent per month compounded monthly (19.562 percent per annum); or (ii)\
  \ the maximum rate allowed by applicable law, in each case, on the amount outstanding from\
  \ the date when payment is due until the date payment in full is received by SOLACE; and (b)\
  \ pursue any other right or remedy SOLACE may have under this Agreement.\n\n12\tEXPORT COMPLIANCE\
  \ ASSURANCES\n\n(a)        All Products obtained from SOLACE are subject to the export control\
  \ and economic sanctions laws and regulations of Canada, including the Exports and Import\
  \ Permits Act, R.S.C. 1985, c. E-19, Area Control List, Export Control List, and the United\
  \ States, including the\tExport     Administration     Regulations     (“EAR”,     15    \
  \ CFR     730     et     seq., http://www.bis.doc.gov/) administered by the Department of\
  \ Commerce, Bureau of Industry and Security, and the Foreign Asset Control Regulations (31\
  \ CFR 500 et seq., http://www.treas.gov/offices/enforcement/ofac/) administered by the Department\
  \ of Treasury, Office of Foreign Assets Control (“OFAC”), each as may be amended and updated\
  \ from time to time.\n\n(b)         Licensee will not, and will ensure that Licensee will\
  \ not directly or indirectly export, re- export, transfer or release (collectively, “export”)\
  \ any Products to any destination, person, entity or end use prohibited or restricted under\
  \ Canadian or US law, or the laws of the jurisdiction in which Licensee is resident or in\
  \ which Licensee uses the Products, without prior government or regulatory authorization to\
  \ the extent required by applicable laws and regulations.\n\n(c)         The US government\
  \ maintains embargoes and sanctions against the countries listed in Country Groups E:1/2 of\
  \ the EAR (Supplement 1 to part 740), including, as at the Effective Date, Cuba, Iran, North\
  \ Korea, Sudan and Syria, as amended from time to time. Licensee will not directly or indirectly\
  \ employ any Product received from SOLACE in missile technology, sensitive nuclear or chemical\
  \ biological weapons activities, or in any manner knowingly transfer any Product to any party\
  \ for any such end use. Licensee will not export Products listed in Supplement 2 to part 744\
  \ of the EAR for military end-uses, as defined in part 744.21, to the People’s Republic of\
  \ China. Licensee will not transfer any Product to any party listed on any of the denied parties\
  \ lists or specially designated nationals lists maintained under said regulations without\
  \ appropriate US government authorization to the extent required by regulation. Licensee acknowledge\
  \ that other countries may have\ntrade  laws  pertaining  to  import,  use,  export  or  distribution\
  \  of  Products,  and  that compliance with same is Licensee responsibility.\n\n(d)      \
  \   Licensee may not use the Products if Licensee is barred from receiving the Products under\
  \ the laws of Canada, the United States or any other country including the country in which\
  \ Licensee are resident or in which Licensee use the Products.\n\n13\tGENERAL\n\n13.1    \
  \  U.S. Government Users.  If Licensee are acting on behalf of an agency or instrumentality\
  \ of the U.S. federal government, the Product, as applicable, are “commercial computer software”\
  \ and “commercial computer software documentation” developed exclusively at private expense\
  \ by SOLACE.  Pursuant to FAR 12.212 or DFARS 227 7202 and their successors, as applicable,\
  \ use, reproduction and disclosure of the Products is governed by the terms of this Agreement.\n\
  \n13.2      Entire Agreement. This Agreement, and the agreements and other documents required\
  \ to be delivered pursuant to this Agreement, constitute the entire and exclusive agreement\
  \ between SOLACE and Licensee, and sets out all the covenants, promises, warranties, representations,\
  \ conditions and agreements between the Parties in connection with the subject matter of this\
  \ Agreement, and supersedes all prior agreements (whether written or oral, pre-contractual\
  \ or otherwise) and other communications between SOLACE and Licensee. There are no covenants,\
  \ promises, warranties, representations, conditions or other agreements, whether oral or written,\
  \ pre-contractual or otherwise, express, implied or collateral, whether statutory or otherwise,\
  \ between the Parties in connection with the subject matter of this Agreement except as specifically\
  \ set forth in this Agreement and any document required to be delivered pursuant to this Agreement.\n\
  \n13.3      Amendments. This Agreement may be modified only by a written amendment agreed\
  \ to by both Licensee and SOLACE, except that SOLACE may modify the Documentation from time\
  \ to time, provided that SOLACE does not materially lessen the description of the functionality\
  \ of the Products as a result of such modification.\n\n13.4      English Language. This Agreement\
  \ is entered into solely in the English language, and if for any reason any other language\
  \ version is prepared by any Party, it will be solely for convenience and the English version\
  \ will govern and control in all respects.  If Licensee are located in the province of Quebec,\
  \ Canada, the following applies:  The Parties hereby confirm they have requested this Agreement\
  \ and all related documents be prepared in English. Les parties ont exigé que le présent contrat\
  \ et tous les documents connexes soient rédigés en anglais.\n\n13.5      Waiver. To be effective,\
  \ any waiver by a Party of any of its rights or any other Party’s obligations under this Agreement\
  \ must be made in a writing signed by the Party to be charged with the waiver. No failure\
  \ or forbearance by any Party to insist upon or enforce performance by any other Party of\
  \ any of the provisions of this Agreement or to exercise any rights or remedies under this\
  \ Agreement or otherwise at law or in equity will be construed as a waiver or relinquishment\
  \ to any extent of such Party’s right to assert or rely upon any such provision, right, or\
  \ remedy in that or any other instance; rather, the same will be and remain in full force\
  \ and effect.  A Party’s waiver\nof a breach of any term will not be a waiver of any subsequent\
  \ breach of the same or another term.\n\n13.6     Cumulative Rights. The rights of each Party\
  \ hereunder are cumulative and no exercise or enforcement by a Party of any right or remedy\
  \ hereunder will preclude the exercise or enforcement by such Party of any other right or\
  \ remedy hereunder or which such Party is otherwise entitled by law to enforce.\n\n13.7  \
  \    Severability. If, in any jurisdiction, any provision of this Agreement or its application\
  \ to any Party or circumstance is restricted, prohibited or unenforceable, the provision will,\
  \ as to that jurisdiction, be ineffective only to the extent of the restriction, prohibition\
  \ or unenforceability without invalidating the remaining provisions of this Agreement and\
  \ without affecting the validity or enforceability of such provision in any other jurisdiction,\
  \ or without affecting its application to other Parties or circumstances.\n\n13.8      Assignment.\
  \ SOLACE may assign this Agreement or any of the benefits, rights or obligations under this\
  \ Agreement without the prior written consent of the Licensee.  Licensee may not assign this\
  \ Agreement or any of the benefits, rights or obligations under this Agreement without the\
  \ prior written consent of SOLACE. Any attempt by Licensee to so assign or transfer is null\
  \ and void. If SOLACE does consent to an assignment of this Agreement, the transferee/assignee\
  \ must be acceptable to SOLACE and agree to the terms and conditions of this Agreement.\n\n\
  13.9      Further Assurances. The Parties will, with reasonable diligence, do all things and\
  \ provide all such reasonable assurances as may be required to consummate the transactions\
  \ contemplated by this Agreement, and each Party will provide such further documents or instruments\
  \ required by any other Party as may be reasonably necessary or desirable to effect the purpose\
  \ of this Agreement and carry out its provisions.\n\n13.10    Governing Law and Jurisdiction.\
  \ This Agreement is governed and interpreted in accordance with the laws of the Province of\
  \ Ontario and the laws of Canada applicable therein, without giving effect to its conflict\
  \ of laws provisions. Any Claim arising out of or related to this Agreement must be brought\
  \ exclusively in a federal or provincial court located in Ottawa, Canada, and Licensee hereby\
  \ consents to the jurisdiction and venue of such courts. Each of the Parties irrevocably waives,\
  \ to the fullest extent it may effectively do so, the defence of an inconvenient forum to\
  \ the maintenance of such action, application or proceeding. The Parties will not raise any\
  \ objection to the venue of any action, application, reference or other proceeding arising\
  \ out of or related to this Agreement in the federal or provincial courts sitting in Ottawa,\
  \ including the objection that the proceedings have been brought in an inconvenient forum.\
  \ A final judgment in any such action, application or proceeding is conclusive and may be\
  \ enforced in other jurisdictions by suit on the judgment or in any other manner specified\
  \ by law.  The United Nations Convention on Contracts for the International Sale of Goods\
  \ is expressly disclaimed and will not apply."