LICENSE SUMMARY
===============

License terms can be found at the bottom of this file.

Apache 2.0
BSD 2
Eclipse 2.0
GPL 2.0 Classpath
MIT
Solace


THIRD-PARTY SOFTWARE USED
=========================

commons-lang-2.6.jar
--------------------
Licensed under Apache 2.0
License terms can be found at: https://repo.maven.apache.org/maven2/commons-lang/commons-lang/2.6/commons-lang-2.6.pom
Copyright The Apache Software Foundation
Home page: http://www.apache.org/

commons-logging-1.1.3.jar
-------------------------
Licensed under Apache 2.0
License terms can be found at: https://repo.maven.apache.org/maven2/commons-logging/commons-logging/1.1.3/commons-logging-1.1.3.pom
Copyright 2003-2013 The Apache Software Foundation
Home page: http://www.apache.org/

connect-api-2.4.1.jar
---------------------
Licensed under Apache 2.0
Home page: https://kafka.apache.org

javax.ws.rs-api-2.1.1.jar
-------------------------
Licensed under Eclipse 2.0
Licensed under GPL 2.0 Classpath
Copyright 2011-2017
Copyright 2011-2017 Oracle and/or its affiliates
Home page: https://github.com/eclipse-ee4j/jaxrs-api

kafka-clients-2.4.1.jar
-----------------------
Licensed under Apache 2.0
Home page: https://kafka.apache.org

lz4-java-1.6.0.jar
------------------
Licensed under Apache 2.0
No copyright.
Home page: https://github.com/lz4/lz4-java

org.apache.servicemix.bundles.jzlib-1.0.7_2.jar
-----------------------------------------------
Licensed under Apache 2.0
License terms can be found at: https://repo.maven.apache.org/maven2/org/apache/servicemix/bundles/org.apache.servicemix.bundles.jzlib/1.0.7_2/org.apache.servicemix.bundles.jzlib-1.0.7_2.pom
Copyright 2005 The Apache Software Foundation
Home page: http://www.apache.org/
Notices:
  Uses com.jcraft:jzlib:jar:1.0.7
      License: BSD  (http://www.jcraft.com/jzlib/LICENSE.txt)
  Copyright (c) 2000-2011 ymnk, JCraft,Inc. All rights reserved.

org.osgi.annotation-6.0.0.jar
-----------------------------
Licensed under Apache 2.0
Copyright 2020 OSGi Alliance
Home page: http://www.osgi.org

slf4j-api-1.7.28.jar
--------------------
Licensed under MIT
Copyright &url QOS.ch
Home page: http://www.slf4j.org

snappy-java-1.1.7.3.jar
-----------------------
Licensed under Apache 2.0
Copyright &url xerial.org
Home page: https://github.com/xerial/snappy-java

zstd-jni-1.4.3-1.jar
--------------------
Licensed under BSD 2
Home page: https://github.com/luben/zstd-jni

sol-jcsmp-10.6.0.jar
--------------------

SOLACE CORPORATION LICENSE AGREEMENT
Home page: https://solace.com/license-software


LICENSE REQUIREMENTS & SPECIFICATIONS
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GPL 2.0 Classpath
-----------------

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MIT
---

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Solace
------

Version: 10/25/2018

SOLACE CORPORATION

LICENCE AGREEMENT FOR SOLACE SOFTWARE

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1	INTERPRETATION

1.1	Definitions. In this Agreement the following terms shall have the 
following meanings:

"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.

"Documentation" means the documentation  made accessible by SOLACE via a URL 
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to a prospective customer which sets out the fees for SOLACE's Products.

"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. 

"Subscription Fee" means the fee payable by Licensee for a Subscription in 
accordance with the terms hereof and the applicable Order. 

"Subscription Term" means the period of time that Licensee is authorized by 
SOLACE to install and use the Software (including the Documentation).

"Support and Maintenance Services" means the support services provided by 
SOLACE for the Software in accordance with the Support and Maintenance Terms.

"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.

"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. 

1.2	Currency. Unless otherwise specified, all dollar amounts in this 
Agreement, including the symbol "$", refer to United States currency. 

2	LICENSE GRANT

2.1	General License to Software.
 
(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. 
 
(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.	

2.2	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 
the express written permission of SOLACE. Licensee must reproduce all 
copyright and other proprietary notices that are on the original copy of the 
Documentation.

2.3	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.

2.4	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, use the 
Products or any portion thereof to create or develop any developer tools 
(including plug-ins and middleware) or any software; (c) 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; (d) use the Software in violation of applicable laws; (e) circumvent 
any user limits or other license timing or use restrictions that are built 
into the Software; (f) 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.

2.5	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.

2.6	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 
obligation, and SOLACE may bring a Claim against Licensee if SOLACE suffers 
any Losses arising from such breach.

2.7	Evaluation Licenses.  

(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.
  
(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.  

(c)	If Licensee desires other rights for the Evaluation Software Release, 
Licensee must request from SOLACE a commercial release of the Software. 
 
(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. 

2.8	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. 

2.9	License to Sample Applications.  

(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").

(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 the Sample 
Application is associated or such other duration as specified by SOLACE upon 
delivery of the Sample Application.

3	OPTIONAL SERVICES AND SUPPORT

3.1	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.

3.2	Support. 

(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.  

(b)	SOLACE may enhance such standard Support and Maintenance Services 
from time to time in its discretion. 

(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.

4	PROPRIETARY RIGHTS

4.1	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. 

4.2	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 Licensee, in any form, to improve, enhance or modify the 
Products or otherwise.	Licensee waives or will cause all moral rights to be 
waived in any Feedback.

4.3	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.

4.4	Open Source Software.

(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.

(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"). 

(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.

4.5	Use of Name and Logo.  Licensee will not display or make any use of 
SOLACE's or its affiliates' names, marks or logos without the prior written 
approval of SOLACE.

5	FEES AND TAXES

5.1	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. Payment obligations are non-cancellable, Subscription Fees 
paid are non-refundable, and the number of Subscriptions purchased cannot be 
decreased during the relevant Subscription Term.

5.2	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 
sales, use, excise, import, value-added, services, consumption, and other 
taxes assessed on the receipt of the Products, and any related services as a 
whole.

5.3	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. 

6	CONFIDENTIALITY

6.1	Definition of Confidential Information. 

In 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:

(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); 

(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;

(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; 

(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

(e)	Feedback provided by Licensee or a representative of Licensee.

6.2	Confidentiality Obligations.

(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 Agreement; 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.

(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; 

provided 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.

6.3	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.

7	WARRANTY AND DISCLAIMER OF WARRANTIES.

7.1	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 warranty in this Section by SOLACE.  All other support will be dependent 
on the plan procured by Licensee, as defined in the Support and Maintenance 
Terms.

7.2	Disclaimers.

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'. 

(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. 

(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. 

(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.

(e)	Some jurisdictions do not allow the exclusion of implied warranties, 
so exclusions in this Article 7 will apply only to the extent permitted by 
applicable law.

8	LICENSEE INDEMNITY AND EXCLUSION.

8.1	Licensee Indemnity.

(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:
(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 solely to the extent such infringement is 
caused by the unmodified Software, or portions thereof, as supplied to 
Licensee by SOLACE under this Agreement; or
(ii)	any use, downloading, distribution, installation, storage, execution, 
or transfer of the Products in breach of this Agreement.

(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.

8.2	SOLACE Indemnity.

(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.

(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. 

(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.

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 Party without its 
prior written consent.	The Indemnifying Party may not settle or publicize 
any Claim without the Indemnified Party's prior written consent.

9	LIMITATIONS OF LIABILITY.

9.1	Definition and Limitations of Liability.

(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).

(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. 

(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.

(d)	Certain 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.

(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.

10	TERM AND TERMINATION.  

10.1	Term and Renewal. This Agreement will be effective from the Effective 
Date and will continue until 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.

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. 

10.3	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.

10.4	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.  

10.5	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. 

10.6	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. 

10.7	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, 5, 7, 9, 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. 

11	AUDIT AND REMEDIATION

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") will have the right, 
and Licensee will provide access to SOLACE Audit Representatives during 
regular 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.

11.2	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.  

12	EXPORT COMPLIANCE ASSURANCES

(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 Export 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. 

(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. 

(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 trade laws pertaining to import, use, export or distribution of 
Products, and that compliance with same is Licensee responsibility.

(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. 

13	GENERAL

13.1	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.

13.2	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.

13.3	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.

13.4	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.

13.5	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 of a breach of any term will not be a waiver of any 
subsequent breach of the same or another term.	

13.6	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.

13.7	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.

13.8	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.

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.

13.10	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. 


