Master Software License Agreement

IMPORTANT – CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS MASTER SOFTWARE LICENSE AGREEMENT (THIS “AGREEMENT”). BY AGREEING TO AN ORDER FORM INCORPORATING THIS AGREEMENT, CLICKING “I ACCEPT”, OR PROCEEDING WITH THE INSTALLATION OF THE Ververica GmbH PRODUCTS, OR USING THE Ververica GmbH PRODUCTS YOU AS AN AUTHORIZED REPRESENTATIVE OF YOUR COMPANY ON WHOSE BEHALF YOU INSTALL AND/OR USE THE Ververica GmbH PRODUCTS (“CLIENT”) ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND ACCEPT THIS AGREEMENT WITH Ververica GmbH, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, DO NOT INSTALL, COPY OR OTHERWISE USE THE Ververica GmbH PRODUCTS. THE EFFECTIVE DATE OF THIS AGREEMENT SHALL BE THE DATE THAT CLIENT ACCEPTS THIS AGREEMENT OR THE DATE SET FORTH IN THE ORDER FORM, WHICHEVER IS EARLIER.

This Master Software License Agreement shall serve as a framework agreement for the execution of Order Forms governing all licenses granted by Ververica GmbH to use the Ververica GmbH Products identified on each Order Form and, if applicable, the provision of Support and Maintenance Services identified on each Order Form. No Ververica GmbH Products will be furnished to Client and no Support and Maintenance Services will be provided by Ververica GmbH by virtue of the Master Software License Agreement alone but will require the issuance of a mutually agreed upon signed and dated Order Form making express reference to this Agreement.

1. DEFINITIONS

1. “Agreement” means this Master Software License Agreement, the Documentation, the Support and Maintenance Terms attached hereto as Appendix A, the Order Form(s), any other Appendices or Exhibits attached hereto, and any mutually executed amendment(s) hereto that references this Master Software License Agreement.
2. “Confidential Information” means any information, technical data or know-how of either party which is disclosed orally, visually or in writing and which is identified as confidential at the time of disclosure or which, given the circumstances of disclosure, should reasonably be considered Confidential Information. Without limiting the generality of the foregoing, Confidential Information of Ververica GmbH includes, without limitation, information which relates to Ververica GmbH’ computer software programs, documentation, specifications, source code, object code, research, inventions, processes, designs, drawings, engineering, products, services, customers, benchmark tests, markets, prices, or finances. Confidential Information will not include any information that:
   1. has been or is obtained by the receiving party from an independent source without obligation of confidentiality,
   2. is or becomes publicly available other than as a result of an unauthorized disclosure by the receiving party or its personnel, or
   3. is independently developed by the receiving party without reliance in any way on the Confidential Information disclosed.
3. “CPU” stands for “Central Processing Unit.” It is defined as the actual bare metal processing unit. One CPU contains at least one CPU Core but may contain more. Multi-Core or Hyperthreading processors are counted as one CPU.
4. “CPU Core” means the central billing unit of the Product enabling the Client to schedule applications (an abstraction over Flink jobs) up to the number of CPU Cores as licensed under this Agreement and specified in the Order Form. A CPU Core refers to “cpu units” in Kubernetes (or equivalent resource managers). One CPU is equivalent to one AWS vCPU, 1 GCP core, 1 Azure vCore (or similar concepts for other cloud providers) or 1 Hyperthread on a bare-metal processor with Hyperthreading. The term “CPU Core” is specified in further detail in the Documentation.
5. “Ververica GmbH Product(s)” or “Products” means the Ververica GmbH software product ordered by Client pursuant to any Order Form.
6. “Documentation” means Ververica GmbH’ standard user manuals generally made available to Clients of the Ververica GmbH Product which is available as an online version only. The Documentation constitutes an integral part of this Agreement and will be made available to the Client upon request and, in any event, as part of the Ververica GmbH Product.
7. “Group Companies“ shall mean any companies that are directly, or indirectly through one or more intermediaries, controlled by the Client. As used in this definition, “control” shall mean ownership of more than 50% of the shares or more than 50% of the voting power.
8. “Node” is defined as one instance of the Ververica GmbH Product, running in one Java Virtual Machine.
9. “Order Form(s)” means individually or collectively any document that is executed by an authorized signatory of both parties and that references this Agreement and specifies the Ververica GmbH Products licensed by Client and the Support and Maintenance Services, if applicable, to be provided by Ververica GmbH to the Client
10. “Order Form Term” means the period from the effective date of each Order Form until the expiration date of the Order Form, unless terminated earlier in accordance with the terms of this Agreement.
11. “Support and Maintenance Services” means Ververica GmbH Support and Maintenance services as more fully described in the Ververica GmbH Support and Maintenance Terms, available in Appendix A of this document.

2. GRANT OF RIGHTS

1. Licenses.
   1. Product License. Subject to Client’s payment of the applicable Fees (as defined below) and the terms and conditions of this Agreement, including any restrictions in any Order Form, Ververica GmbH hereby grants to Client, during the Order Form Term, a limited, personal, non-exclusive, non-transferable (except as provided in Section 14(f)), worldwide right and license (without a right to sublicense) to install and operate the Ververica GmbH Products solely for Client’s internal use and not for the benefit of any of any third party. Subject to the Volume Limitations set forth in the Order Form and the other terms of this Agreement, Group Companies may use the Ververica GmbH Products however Client remains jointly and severally liable for each such Group Company’s compliance with all terms and conditions of this Agreement.
   2. Volume Limitations. The right to install and operate the Ververica GmbH Products is limited to the number of CPU Cores, CPUs or Nodes set forth in each Order Form.
   3. Documentation License. Subject to the terms and conditions of this Agreement, Ververica GmbH hereby grants to Client a non-exclusive, non-transferable (except as provided in Section 14(f)), worldwide right and license (without a right to sublicense) to make copies of the Documentation provided by Ververica GmbH, solely for Client’s internal use and solely for the purpose of exercising the rights granted in Section 2(a)(i). Client acknowledges that no right is granted to modify, adapt, translate, publicly display, publish, create derivative works or distribute the Documentation.
   4. Evaluation Software and Preview. The terms of this Agreement shall not apply to any Ververica GmbH Product, or portion of any Ververica GmbH Product, identified in the download form or by the kind of license key made available by Ververica GmbH as “Evaluation Software,” “Preview” or a similar designation. The use of any such software products/services shall be governed by a separate applicable agreement/policy and not this Agreement.
2. Limitations.

   Client will not, and will not permit any third party to:

   1. assign, sublicense, lease, rent or distribute or otherwise transfer the Ververica GmbH Products (or any copies thereof);
   2. port, translate, localize, alter, modify or create derivative works based upon the Ververica GmbH Products in any manner;
   3. reverse assemble, decompile, reverse engineer, or otherwise attempt to derive or obtain the source code, the underlying ideas, algorithms, structure or organization of the Ververica GmbH Products;
   4. copy or duplicate the Ververica GmbH Products (other than to make one (1) copy for archival purposes only);
   5. use the Ververica GmbH Products for the benefit of any third party including as part of any service bureau, time sharing or third party training arrangement; or
   6. publish any benchmark testing results on any Product without Ververica GmbH’ written consent.
3. Open Source. The Client is advised that the Ververica GmbH Product contains and/or is based or refers to open source components. The terms of this Agreement are not applicable to those open source components. The use of those open source components is subject to the applicable open source license terms, which will be provided to the Client by Ververica GmbH when the Ververica GmbH Product is made available to the Client, such as in a readme file of the Ververica GmbH Products.
4. Ownership and Reservation of Rights. Except for the licenses granted Client in this Section 2, Ververica GmbH or its licensors will retain all right, title and interest in and to the Ververica GmbH Products and all copies. Such right, title and interest will include ownership of, without limitation, all copyrights, patents, trade secrets and other intellectual property rights. Client will not claim or assert title to any portion of the Ververica GmbH Products or any copies thereof. In the event Client modifies or authorizes the modification or translation of any Ververica GmbH Product, including any Documentation, Client hereby assigns all right, title and interest in such modification or translation (including all intellectual property rights therein) to Ververica GmbH and agrees to cooperate as reasonably requested by Ververica GmbH to perfect any such rights.

3. OBLIGATIONS OF CLIENT

1. Except as set forth in any Order Form, Client will be solely responsible for obtaining and installing all proper hardware and support software (including without limitation operating systems and network devices) and for proper installation of and training concerning the Ververica GmbH Products. Further details are specified in the Documentation.
2. Client will be solely responsible for maintaining all software and hardware (including without limitation network systems) that are necessary for Client to properly exercise the licenses granted hereunder. This includes, in particular, the minimum requirements specified in the Documentation.
3. Ververica GmbH will have no responsibility or liability under this Agreement for any unavailability, failure of, nonconformity, or defect in, any of the Ververica GmbH Products that is caused by or related in any manner to any failure of Client to comply with the terms of this Agreement (including this Section 3) and/or the Documentation. Client will be solely responsible for creating and maintaining back-ups, security updates and compatible versions of all data used in connection with the Product.
4. Client will undertake all measures necessary to ensure that its use of the Ververica GmbH Products complies in all respects with applicable laws, statutes, regulations, ordinances or other rules promulgated by governing authorities having jurisdiction over Client or the Ververica GmbH Products.

4. TECHNICAL SUPPORT SERVICES

1. Unless expressly agreed otherwise under the applicable Order Form, Ververica GmbH will, during the Order Form Term, provide Support and Maintenance Services to the Client with respect to the Ververica GmbH Products as licensed under the respective Order Form
2. Any Support and Maintenance Services will be performed pursuant to the Support and Maintenance Services Terms attached hereto as Exhibit A which shall form an integral part of this Agreement.

5. PROFESSIONAL SERVICES

1. Client may request that Ververica GmbH provide certain professional services related to Client’s use of the Ververica GmbH Product, including, by way of example, installation, configuration or customization of the Ververica GmbH Product, and training of Client personnel regarding use of the Ververica GmbH Product. If Ververica GmbH agrees to provide such professional services, the parties will enter a separate agreement describing the terms of such professional services. Ververica GmbH has no obligation to provide such professional services under the terms of this Agreement.

6. FEES

1. Fees. Client will pay to Ververica GmbH fees listed in any Order Form (collectively, the “Fees”). All fees are payable in United States Dollars.
2. Non-Refundable. All Fees are non-refundable, except as set forth in Sec. 9.5, and all orders are non-cancelable.
3. Due Dates. Fees are due within thirty (30) days of the date of any invoice. Ververica GmbH reserves the right to charge interest on any amounts due under this Agreement which are not paid within thirty (30) calendar days of their due date at the lower of:
   1. one and one half percent (1.5%) per month and
   2. the highest interest rate permitted by applicable law.
4. Taxes. The Fees do not include any taxes. Unless Ververica GmbH is provided with a valid tax exemption certificate, Client will pay or promptly reimburse Ververica GmbH for all federal, state, local, foreign or other taxes on the Products of any kind whatsoever, exclusive only of taxes based on Ververica GmbH’ net income. If all or any part of any payment owed to Ververica GmbH under this Agreement is withheld, based upon a claim that such withholding is required pursuant to the tax laws of any country or its political subdivisions and/or any tax treaty between the U.S. and any such country, such payment shall be increased by the amount necessary to result in a net payment to Ververica GmbH of the amounts otherwise payable under this Agreement
5. Disputed Charges. Client must notify Ververica GmbH in writing of any dispute or disagreement with invoiced charges within thirty (30) days after the date of invoice. Absent such notice, Client will be deemed to have agreed to the charges as invoiced after the expiration of such time period.

7. DELIVERY AND PRODUCT WARRANTY

1. Delivery. The Product will be delivered to the Client via download link. In addition, Ververica GmbH will make available a unique license key to the Client as required to access the Product. The Product is deemed accepted when Ververica GmbH makes the Products available to Client for download.
2. Limited Warranty.
   1. From the date of initial delivery of any Ververica GmbH Product, namely the date when the download link is made available to the Client, and for a period of thirty (30) days thereafter Ververica GmbH represents and warrants that the Ververica GmbH Product will materially conform to with the applicable Documentation provided by Ververica GmbH.
   2. Client’s sole and exclusive remedy, and Ververica GmbH sole and exclusive liability for any breach of the warranty set forth in subsection (i) above is for Ververica GmbH, in its sole discretion, to either fix the Product to remedy the defect or to refund to Client the applicable Fees for such Product, provided that Client promptly notifies Ververica GmbH of such defect within the thirty (30) day warranty period.
   3. The warranty described in subsection (i) above will not apply to:
      1. any Ververica GmbH Product or portion thereof that was not used in accordance with Ververica GmbH’ instructions (including the Documentation);
      2. any Ververica GmbH Product or portion thereof that is altered, modified, or converted by Client or any third party in a manner that is not in accordance with the Documentation;
      3. any defect in the Ververica GmbH Product or portion thereof due to Client’s equipment malfunctioning, or
      4. any combination of the Ververica GmbH Products with software, hardware or other technology not provided by Ververica GmbH under this Agreement or specified by Ververica GmbH as interoperable with the Ververica GmbH Products.
3. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH ABOVE IN THIS SECTION 7 THE PRODUCTS AND SUPPORT AND MAINTENANCE SERVICES ARE PROVIDED TO CLIENT ON AN “AS IS” BASIS, with any and all faults, and without any warranty of any kind. Ververica GmbH expressly disclaims all representations, warranties and conditions whether express, implied, statutory, or otherwise, including without limitation, the implied warranties of merchantability, fitness for a particular purpose, SATISFACTORY QUALITY, and non-infringement of third party rights. Ververica GmbH does not warrant that the operation of the PRODUCTS will be uninterrupted or error-free, or that defects in the PRODUCTS will be corrected. Some jurisdictions may not allow the exclusion and/or limitation of implied warranties or conditions, or allow limitations on how long an implied warranty lasts, so the above limitations or exclusions may not apply to CLIENT. In such event, Ververica GmbH warranties and conditions with respect to the PRODUCTS will be limited to the greatest extent permitted by applicable law in such jurisdiction.

8. NONDISCLOSURE AND CONFIDENTIALITY

1. Nondisclosure Obligations. All Confidential Information exchanged between the parties pursuant to this Agreement:
   1. will not be copied or distributed, disclosed, or disseminated in any way or form by the receiving party to anyone except its own employees, agents, or contractors, who have a reasonable need to know the Confidential Information;
   2. will be treated by the receiving party with the same degree of care as is used with respect to the receiving party’s own information of like importance, but with no less than reasonable care;
   3. will not be used by the receiving party for its own purposes or any other purpose except as set forth in this Agreement, without the express written permission of the disclosing party; and
   4. will remain the property of and be returned to the disclosing party (along with all copies thereof) within thirty (30) days of receipt by the receiving party of a written request from the disclosing party setting forth the Confidential Information to be returned or upon expiration or termination of this Agreement.

   Notwithstanding the above, the receiving party may disclose Confidential Information to agents and contractors only if such agent or contractor is bound by a duty of confidentiality to protect the Confidential Information in the same manner as required of the receiving party. The receiving party is jointly and severally liable for the acts and omissions of any of its agents or contractors.

2. Compelled Legal Disclosure. In the event the receiving party becomes legally compelled to disclose any Confidential Information, the receiving party will provide the disclosing party with prompt prior written notice of such requirement and the receiving party will reasonably cooperate in any effort by the disclosing party to petition the authority compelling such disclosure for an order that such disclosure not occur or that it occur pursuant to terms and conditions designed to ensure continued confidentiality or minimized disclosure.

9. INDEMNIFICATION

1. Indemnification Obligations. Ververica GmbH will, at its own expense, defend Client and/or settle any suit or proceeding that is instituted against Client by any third party claiming that the Ververica GmbH’ Products infringe any copyrights, patents or trademarks, or misappropriate any trade secrets of a third party, and Ververica GmbH will pay all damages finally awarded therein against Client or agreed upon in settlement by Ververica GmbH, subject to the limitations set forth in Sec. 10 below.
2. Indemnification Exclusions. The foregoing provisions will not apply if the alleged claim arises, in whole or in part, from:
   1. any modification, servicing or addition made to the Ververica GmbH Products or any part thereof by any person other than Ververica GmbH;
   2. any use of the Ververica GmbH Products by Client in any manner not authorized by this Agreement;
   3. the use of such Ververica GmbH Products or any part thereof as a part or combination with any materials, devices, parts, software or processes not provided by or approved by Ververica GmbH in writing;
   4. Ververica GmbH’ compliance with Client’s requirements or specifications, if any;
   5. the use of other than the then-current, unaltered release of the Ververica GmbH Products or any part thereof available from Ververica GmbH; or
   6. any open source software or other third party software.
3. Client Indemnity. Client will indemnify, defend and hold harmless Ververica GmbH, its directors, officers, employees and representatives, from and against any and all losses, damages, liability, costs and expenses awarded by a court or agreed upon in settlement, as well as all reasonable and related attorneys’ fees and court costs, arising out of Client’s breach of this Agreement or violation of applicable law.
4. Indemnification Process. The foregoing indemnification obligations are conditioned on the indemnified party:
   1. notifying the indemnifying party promptly in writing of such action,
   2. reasonably cooperating and assisting in such defense and
   3. giving sole control of the defense and any related settlement negotiations to the indemnifying party.
5. Remedies. Should the use of all or any portion of the Ververica GmbH Products be enjoined, or in the event Ververica GmbH reasonably believes the Client’s use of the Products may be enjoined, Ververica GmbH may at its sole and exclusive discretion, either:
   1. substitute functionally equivalent, non-infringing versions of the Ververica GmbH Product(s) or any part thereof;
   2. modify the infringing item so that it no longer infringes but remains reasonably functionally equivalent;
   3. obtain for Client, at Ververica GmbH’ expense, the right to continue use of such item; or
   4. Ververica GmbH may take back such infringing item or items, terminate this license with respect to the infringing items, and refund to Client any pre-paid, but unused fees for the remainder of the applicable Order Form Term.

10. LIMITATION OF LIABILITY

1. Disclaimer of Consequential Damages. Under no circumtances will Ververica GmbH’ be liable to Client or any third party for any incidental, consequential, indirect, special or punitive damages or liabilities of any kind (including for loss of data, loss of profits, revenue, or business) or other loss arising out of or in connection with this Agreement or the Ververica GmbH Products, regardless of the legal theory upon which any claim for damages is based AND even if Ververica GmbH has been advised of the possibility of such damages.
2. Limitation of Damages. Without limiting the foregoing, in no event will Ververica GmbH’ total cumulative liability under and in connection with this Agreement for all damages, losses and causes of action (regardless of the form of action, whether in contract, tort (including negligence), strict liability, product liability, or otherwise, and including any indemnity obligations under Sec. 9 above) exceed the fees paid by Client to Ververica GmbH in the twelve (12) months immediately preceding the event giving rise to the liability.
3. Failure of Essential Purpose. THE PARTIES AGREE THAT THESE LIMITATIONS SHALL APPLY EVEN IF THIS AGREEMENT OR ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
4. Jurisdictional Issues. Some jurisdictions may not allow the exclusion or limitation of incidental, special, consequential, or other damages, so the above limitations or exclusions may not apply to CLIENT. In such event, the liability Ververica GmbH will be limited to the greatest extent permitted by applicable law in such jurisdiction.

11. AUDITS AND CERTIFICATION OF COMPLIANCE

1. Audits. During the term of this Agreement and for one (1) year thereafter, Ververica GmbH will have the right, on ten (10) days’ prior written notice to Client, to audit Client’s records related to Client’s payment obligations hereunder and to ensure compliance with the terms of this Agreement. Such audits may be conducted by Ververica GmbH personnel or by an independent third party auditor appointed by Ververica GmbH. Client will grant Ververica GmbH and/or an independent third party auditor appointed by Ververica GmbH reasonable access to its personnel, records and facilities for such purpose and will reasonably cooperate with Ververica GmbH in such audit. All such audits will be conducted during normal business hours. If the audit reveals any non-compliance, including any use of the Products beyond that authorized under this Agreement, without limiting Ververica GmbH other remedies arising from such unauthorized use, Client shall promptly:
   1. cease such unauthorized use;
   2. pay Ververica GmbH any additional fees due to the extent Client’s use of the Products has exceeded the usage limits set forth in the Order Form; and
   3. reimburse Ververica GmbH reasonable, documented costs incurred in conducting such audit.
2. Certification. In addition to the audit right set forth above, Ververica GmbH reserves the right during the term of this Agreement to request that Client provide written certification as to its usage and compliance with this Agreement.

12. TERM AND TERMINATION

1. Term. This Agreement becomes effective on the Effective Date and will continue until terminated as set forth below.
2. Termination of Convenience. Either party will have the right to terminate this Agreement for convenience at any time with one month’s written notice, provided, however, that any such termination for convenience shall leave any and all Order Forms unaffected. In such case, this Agreement will be in effect as long as any Order Forms are in effect.
3. Order Form Term. The Order Form Term shall be agreed upon in the respective Order Form. If no such term is agreed in the respective Order Form, any such Order Form shall have an Order Form Term of twelve (12) months from the effective Date of the respective Order Form, and the Order Form Term shall automatically be extended by consecutive extension terms of twelve (12) months, unless terminated by either party in writing with three (3) months written notice prior to the end of the initial or any extension term.
4. Termination for Cause. Either party will have the right to terminate this Agreement and any or all Order Forms if the other party is in breach of any material term or condition of this Agreement and fails to remedy such breach within thirty (30) days after receipt of written notice of such breach given by the non-breaching party.
5. Conditions of Termination. Following termination of the applicable Order Form, for any reason, the license in the Ververica GmbH Products granted hereunder to Client will terminate and Client will discontinue the use of the Products and all Confidential Information that had been furnished to Client by Ververica GmbH pursuant to this Agreement. Client will immediately:
   1. delete the Ververica GmbH Products and Confidential Information from its computer storage or any other media, including, but not limited to, online and off-line libraries;
   2. return to Ververica GmbH, or at Ververica GmbH’ option, destroy, all copies of Ververica GmbH’ Products and Confidential Information then in its possession; and
   3. pay all amounts due and remaining payable hereunder.
6. Survival. Paragraphs 1, 2.3, 2.5, 3, 6 and 8 through 14 will survive termination or expiration of this Agreement and any Order Form.

13. PROPRIETARY RIGHTS

1. Copyright and Trademark Notices. Client will duplicate all proprietary notices and legends of Ververica GmbH and its suppliers or licensors upon any and all copies of the Ververica GmbH Products, including any Documentation, made by Client.
2. No Removal. Client will not remove, alter or obscure any such proprietary notice or legend.

14. GENERAL PROVISIONS

1. Government Rights. The Products licensed to Client under this Agreement are “commercial computer software” as that term is described in DFAR 252.227-7014(a)(1). If acquired by or on behalf of a civilian agency, the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement as specified in 48 C.F.R. 12.212 (Computer Software) and 12.11 (Technical Data) of the Federal Acquisition Regulations (“FAR”) and its successors. If acquired by or on behalf of any agency within the Department of Defense (“DOD”), the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement as specified in 48 C.F.R. 227.7202 of the DOD FAR Supplement and its successors.
2. Export. Client acknowledges that the laws and regulations of the United States of America and foreign jurisdictions may restrict the export and re-export of certain commodities and technical data of United States of America origin, including the Products. Client agrees that it will not export or re-export the Products without the appropriate United States or foreign government licenses or permits.
3. Notices. Any notice required to be sent under this Agreement will be in writing, delivered by hand or mailed by certified or express mail, return receipt requested, to the addresses of the parties, and shall be deemed given upon personal delivery, or five (5) business days after sent by certified or express mail.
4. Marketing. The Client agrees that Ververica GmbH shall be entitled to refer to the cooperation with the Client as a customer and to use the name and logo of the Client for marketing purposes, e.g. on Ververica GmbH’ website.
5. Force Majeure. Neither party will be responsible for delay or failure in performance resulting from acts beyond the control of such party. Such acts will include, but not be limited to: an act of God; an act of war; an act of terrorism; riot; an epidemic; fire; flood or other disaster; an act of government; a strike or lockout; a communication line failure; power failure or failure of the computer equipment on non-Ververica GmbH developed software.
6. Governing Law. This Agreement will be construed and enforced in all respects in accordance with the laws of the state of California, without reference to its choice of law rules. Except as set forth below in this Section, the federal and state courts seated in San Francisco, California, will have sole and exclusive jurisdiction for all purposes in connection with any action or proceeding that arises from, or relates to, this Agreement, and each party hereby irrevocably waives any objection to such exclusive jurisdiction. Notwithstanding anything in this Agreement to the contrary, Ververica GmbH may seek injunctive or other equitable relief in any court of competent jurisdiction to protect any actual or threatened misappropriation or infringement of its intellectual property rights or those of its licensors, and Client hereby submits to the exclusive jurisdiction of such courts and waives any objection thereto on the basis of improper venue, inconvenience of the forum or any other grounds. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from this Agreement and this Agreement will not be governed or interpreted in any way by referring to any law based on the Uniform Computer Information Transactions Act (UCITA).
7. Assignment. Client shall not assign this Agreement or transfer any of its rights hereunder, or delegate the performance of any of its duties or obligations arising under this Agreement, whether by merger, acquisition, sale of assets, operation of law, or otherwise, without the prior written consent of Ververica GmbH. Any purported assignment in violation of the preceding sentence is null and void. Subject to the foregoing, this Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the parties thereto.
8. Waiver and Modifications. No waiver will be implied from conduct or failure to enforce rights. No waiver will be effective unless in a writing signed on behalf of the party against whom the waiver is asserted. If any term of this Agreement is found invalid or unenforceable that term will be enforced to the maximum extent permitted by law and the remainder of this Agreement will remain in full force. This Agreement may not be modified except in writing and signed by authorized representatives of Ververica GmbH and Client.
9. Independent Contractors. The parties are independent contractors and nothing contained herein shall be construed as creating an agency, partnership, or other form of joint enterprise between the parties.
10. Entire Agreement. This Master Software License Agreement, together with any Order Forms and related Exhibits and Appendices, contains the entire understanding of the parties with respect to the matter contained herein and supersedes all prior and contemporaneous understandings, whether written or oral. In the event of a conflict between this Master Software License Agreement and the terms and conditions set forth on the Order Form and/or the applicable exhibits or appendix, the terms of the Order Form and applicable exhibit(s) will prevail if they are expressly identified as superseding the applicable term of this Master Software License Agreement.

Exhibit A
Support and Maintenance Services Terms

These Support and Maintenance Terms are an addendum to, and are hereby incorporated into, the Master Software License Agreement to which they are attached.

1. DEFINITIONS

Certain capitalized terms used in the Technical Service Terms will have the meanings set forth below. Capitalized terms used in these Technical Service Terms, that are not otherwise defined in these Technical Service Terms, have the meaning set forth in the Agreement:

1. “Designated Support Contact” means the technical support person(s) within Client’s organization designated by Client to act as the contact for the Support and Maintenance Services described herein. Client may designate up to three (3) Designated Support Contacts and may change a Designated Support Contact upon fifteen (15) days prior written notice to Ververica.
2. “Error” means a reproducible defect in the Ververica’s Product that
   1. degrades or impairs Client’s use of the Product and causes such the Product not to operate substantially in accordance with the applicable specifications, instructions or other documentation provided by Ververica and
   2. is reported to Ververica by the Designated Support Contact.
3. “Extended Business Hours” means 24x7x365 including public holidays.
4. “General Business Hours” means 9 a.m. to 6 p.m. Central European Time Monday through Friday excluding public holidays in Berlin, Germany.
5. “New Products” are releases of new products which Ververica generally makes available to its customers at additional fee. Such New Products are distinguished from the Product governed by the Agreement by a different SKU (stock keeping unit).
6. “Updates and Upgrades” are releases of the Product for repairs or enhancements which Ververica generally makes available to its customers at no additional fee. An Update includes, in particular “patches” and “hotfixes” and enhancements and is typically determined by a change of the second digit of the version number (e.g. from version 1.1. to 1.2). An Upgrade may also include enhanced features and is typically determined by a change of the first digit of the version number (e.g. from version 1.1. to 2.0).

2. SUPPORT

1. Support. During the Work Statement Term, Ververica will provide support to the Client by providing answers and additional information by qualified Ververica personnel to questions raised via email from Designated Support Contacts related to use and operation of the Product, including basic instruction or assistance.
2. Support Tool. The availability of the Support Tool depends on the service category (Gold/Silver/Bronze) ordered by the Client under the Work Statement. Client’s Designated Support Contact(s) may request Support and/or report Errors via email as follows:

   Availability of the Support Tool	Gold	Silver + Bronze
   Online	Extended Business Hours (24x7x365)	General Business Hours

3. Contact Details. The contact details are made available by Ververica in the Documentation.

3. MAINTENANCE

1. Target Initial Response Times. Ververica shall use commercially reasonable efforts to respond to Errors in accordance with the Target Initial Response Times that will be determined by the Priority Levels set out below in the time periods described below. The Target Initial Response Times depend on the service category (Gold/Silver/Bronze) ordered by the Client under the Work Statement.
2. Commencement of the Target Initial Response Times. The Target Initial Response Times will be triggered once Client’s Designated Support Contact(s) has reported an Error via email during the applicable operating hours of the Support Tool it being understood that in case Client has chosen Support and Maintenance Services of the category “Silver” and has reported an Error outside General Business Hours, the Target Initial Response Times will be triggered and Ververica will commence providing services to resolve Errors as per Section 3(d) below, once the General Business Hours of the next day have commenced.
3. Classification. The classification of any Error among Priority Levels shall be reasonably determined by Ververica in accordance with the definitions specified below.

   Gold:

   Priority	Definition	Target Initial Response Time	Resolution Target for Incident	Joint Action Plan
   P1	Any Error in the Product that causes the Product to fail completely.	1h	Within 24 hours	Within 2 hours
   P2	Any Error in the Product that causes a critical function of the Product to fail.	1h	Within 7 calendar days	Within 1 business day
   P3	Any Error in the Product that significantly impedes work with the Product.	4h	Within 14 calendar days	-
   P4	Any Error in the Product that does not significantly impede work or progress.	24h	Within 30 calendar days	-

   Silver:

   Priority	Definition	Target Initial Response Time	Resolution Target for Incident	Joint Action Plan
   P1	Any Error in the Product that causes the Product to fail completely.	4h	Within 24 hours	Within 2 hours
   P2	Any Error in the Product that causes a critical function of the Product to fail.	4h	Within 7 calendar days	Within 1 business day
   P3	Any Error in the Product that significantly impedes work with the Product.	8h	Within 14 calendar days	-
   P4	Any Error in the Product that does not significantly impede work or progress.	24h	Within 30 calendar days	-

   Bronze:

   Priority	Definition	Target Initial Response Time	Resolution Target for Incident	Joint Action Plan
   P1	Any Error in the Product that causes the Product to fail completely.	8h	Within 48 hours	Within 16 hours
   P2	Any Error in the Product that causes a critical function of the Product to fail.	Next business day	Within 7 calendar days	Within 2 business days
   P3	Any Error in the Product that significantly impedes work with the Product.	3 business days	Within 14 calendar days	-
   P4	Any Error in the Product that does not significantly impede work or progress.	7 business days	Within 30 calendar days	-

4. Resolving Errors. Ververica shall use commercially reasonable efforts to resolve Errors in accordance with the provisions set out below.
5. Priority Level 1 and 2 Errors. To receive emergency assistance for Priority Level 1 and 2 Errors, Client shall report the Error to Ververica via the Support Tool and indicate that Client is having a Priority Level 1 or 2 Error. Upon receipt of such report, Ververica shall perform the following steps.
   1. Ververica will assess the Priority Level of the Error based on the Error description. In case the Error does not fulfill the Priority Level 1 or 2 requirements, appropriate Priority Level is assigned and the Client is informed of this change.
   2. In case the Error is categorized as a Priority Level 1 or 2 Error, Ververica will use commercially reasonable efforts to
      1. allocate dedicated engineering resource(s) to assessing and correcting the Error until the Error is resolved, and
      2. provide Client with regular updates, unless otherwise indicated in response, until the Error is resolved.
6. Priority Level 3 and 4 Errors. Following Ververica’s initial response to any Priority Level 3 and 4 Error(s), Ververica will use commercially reasonable efforts to
   1. allocate dedicated engineering resource(s) to assessing and correcting such Error(s) during General Business Hours until the Error is resolved, and
   2. promptly notify Client once the Error is resolved.

4. UPGRADES, NEW PRODUCTS, SCOPE OF SUPPORT AND MAINTENANCE SERVICES

1. Release Policy. Ververica determines whether and when to develop, release and apply any Updates and Upgrades and/or New Product. Ververica reserves the right to determine at its sole discretion whether a new feature will be releases as an Update and/or Upgrade or as a New Product. Ververica further reserves the right at its sole discretion to change and/or remove certain features of the current Product under any Updates and Upgrades.
2. Updates and Upgrades. Ververica shall make available any Updates and Upgrades generally made available by Ververica to its customers to the Client at no additional fee. Client is required to implement any such Updates and Upgrades made available by Ververica.
3. New Products. Ververica may offer any New Products generally made available by Ververica to its customers to Client at additional fee subject to the execution of a corresponding Work Statement between the parties.
4. Supported Versions and Components. Technical Support is limited to certain specific versions of the Product and/or its components as specified in detail in the Documentation.
5. Exclusions. Technical Support will not be provided to:
   1. any Product or portion thereof that was not used in accordance with Ververica’s instructions;
   2. any Product or portion thereof that is altered, modified, or converted by Client or any third party in a manner that is not in accordance with the Documentation;
   3. any defect in the Product or portion thereof due to Client's equipment malfunctioning, or
   4. any combination of the Products with software, hardware or other technology not provided by Ververica under this Agreement or specified by Ververica as interoperable with the Products.

5. CLIENT OBLIGATIONS

The service standards set forth in this Support and Maintenance Terms assume that Client and/or its Designated Support Contact(s), as applicable, meet the following minimum system standards:

1. Client Obligations. Except as otherwise agreed between the parties in a separate written agreement, Client is responsible for
   1. maintenance and management of its computer network(s), servers, and software, and any equipment or services related to maintenance and management of the foregoing; and
   2. correctly configuring its systems in accordance with any instructions provided by Ververica, as may be necessary for provision of access to the features and functions of the Product.
2. Reporting of Errors. Client must promptly notify Ververica in the event an Error occurs.
3. Cooperation. Client will fully cooperate and assist Ververica in responding to Errors and providing Support and Maintenance Services, including
   1. allowing full and free access, remotely and physically, to relevant hardware, software, and other information; and
   2. making at least one of its Designated Support Contact(s) available for questions and communication
      1. during General Business Hours for Priority Level 3 and 4 Errors and 
      2. any time for Priority Level 1 and 2 Errors.
4. Non-Performance by Client. The obligations of Ververica set forth in these Support and Maintenance Terms will be excused to the extent any failures to meet such obligations result in whole or in part from Client’s or its Designated Support Contacts’ failure(s) to meet the foregoing requirements.