diff --git a/.github/workflows/cli-build-pipeline.yml b/.github/workflows/cli-test-pipeline.yml similarity index 99% rename from .github/workflows/cli-build-pipeline.yml rename to .github/workflows/cli-test-pipeline.yml index e0f9d8f7..9e39b683 100644 --- a/.github/workflows/cli-build-pipeline.yml +++ b/.github/workflows/cli-test-pipeline.yml @@ -1,4 +1,4 @@ -name: CLI Build Pipeline +name: CLI Test Pipeline on: workflow_call diff --git a/.github/workflows/core-pipeline.yml b/.github/workflows/core-pipeline-dev.yml similarity index 81% rename from .github/workflows/core-pipeline.yml rename to .github/workflows/core-pipeline-dev.yml index f7193f49..cd454de6 100644 --- a/.github/workflows/core-pipeline.yml +++ b/.github/workflows/core-pipeline-dev.yml @@ -1,7 +1,9 @@ -name: Build Terraform Provider +name: Build Terraform Provider in Development phase on: push: + branches-ignore: + - main jobs: build: @@ -47,19 +49,19 @@ jobs: SEMP_V2_SWAGGER_CONFIG_EXTENDED_JSON="$BASE/ci/swagger_spec/$SWAGGER_SPEC_NAME" ~/go/bin/broker-terraform-provider-generator all popd - - name: Test Provider and generate documentations - run: | - make test-coverage - make generate-docs - - name: Build provider run: | go mod tidy + go fmt go install . ~/go/bin/terraform-provider-solacebroker version ~/go/bin/terraform-provider-solacebroker help - + - name: Test Provider and generate documentations + run: | + make test-coverage + make generate-docs + - name: Check changed files uses: tj-actions/verify-changed-files@v14 id: check-changed-files @@ -73,15 +75,15 @@ jobs: run: | echo "Changed files: ${{ steps.check-changed-files.outputs.changed_files }}" - # - name: Commit back any updated source code - # if: steps.check-changed-files.outputs.files_changed == 'true' - # uses: EndBug/add-and-commit@v9 - # with: - # committer_name: GitHub Actions - # committer_email: actions@github.com - # message: 'Updating generated source [skip ci]' - # add: 'internal/broker/generated/*.go' - # new_branch: GeneratedSourceUpdates-${{ github.ref_name }} + - name: Commit back any updated source code + if: steps.check-changed-files.outputs.files_changed == 'true' + uses: EndBug/add-and-commit@v9 + with: + committer_name: GitHub Actions + committer_email: actions@github.com + message: 'Updating generated source [skip ci]' + add: 'internal/broker/generated/*.go' + new_branch: GeneratedSourceUpdates-${{ github.ref_name }} # - name: Create pull request # if: steps.check-changed-files.outputs.files_changed == 'true' @@ -91,10 +93,9 @@ jobs: # env: # GITHUB_TOKEN: ${{ secrets.GITHUB_TOKEN }} - Plugin-Integration-Test: needs: build - uses: ./.github/workflows/provider-build-pipeline.yml + uses: ./.github/workflows/provider-test-pipeline.yml secrets: inherit Plugin-Acceptance-Test: @@ -104,5 +105,5 @@ jobs: CLI-Integration-Test: needs: build - uses: ./.github/workflows/cli-build-pipeline.yml + uses: ./.github/workflows/cli-test-pipeline.yml secrets: inherit \ No newline at end of file diff --git a/.github/workflows/core-pipeline-main-branch-only.yml b/.github/workflows/core-pipeline-main-branch-only.yml new file mode 100644 index 00000000..9338f88e --- /dev/null +++ b/.github/workflows/core-pipeline-main-branch-only.yml @@ -0,0 +1,47 @@ +name: Test Provider + +on: + push: + branches: + - main + +jobs: + build: + name: Build & test Terraform provider + runs-on: ubuntu-latest + steps: + - name: Set up Go + uses: actions/setup-go@v3 + with: + go-version: "1.20" + + - name: Check out code + uses: actions/checkout@v3 + + - name: Set up Terraform latest + uses: hashicorp/setup-terraform@v2 + with: + terraform_wrapper: false + + - name: Build provider + run: | + go mod tidy + go fmt + go install . + ~/go/bin/terraform-provider-solacebroker version + ~/go/bin/terraform-provider-solacebroker help + + Plugin-Integration-Test: + needs: build + uses: ./.github/workflows/provider-build-pipeline.yml + secrets: inherit + + Plugin-Acceptance-Test: + needs: build + uses: ./.github/workflows/provider-acceptance-test.yml + secrets: inherit + + CLI-Integration-Test: + needs: build + uses: ./.github/workflows/cli-build-pipeline.yml + secrets: inherit \ No newline at end of file diff --git a/.github/workflows/provider-build-pipeline.yml b/.github/workflows/provider-test-pipeline.yml similarity index 99% rename from .github/workflows/provider-build-pipeline.yml rename to .github/workflows/provider-test-pipeline.yml index 60938c52..4c711e07 100644 --- a/.github/workflows/provider-build-pipeline.yml +++ b/.github/workflows/provider-test-pipeline.yml @@ -1,8 +1,7 @@ -name: Terraform Provider Pipeline +name: Provider Test Pipeline on: workflow_call - jobs: test: name: Run Provider setup and tests diff --git a/LICENSE b/LICENSE index 261eeb9e..ca2ee048 100644 --- a/LICENSE +++ b/LICENSE @@ -186,7 +186,7 @@ same "printed page" as the copyright notice for easier identification within third-party archives. - Copyright [yyyy] [name of copyright owner] + Copyright 2023 Solace Corporation Licensed under the Apache License, Version 2.0 (the "License"); you may not use this file except in compliance with the License. diff --git a/README.md b/README.md index 9ac657cc..bb813262 100644 --- a/README.md +++ b/README.md @@ -1,4 +1,7 @@ # Terraform Provider for Solace PubSub+ Software Event Broker +[![Actions Status](https://github.com/SolaceProducts/terraform-provider-solacebroker/actions/workflows/core-pipeline.yml/badge.svg?branch=main)](https://github.com/SolaceProducts/terraform-provider-solacebroker/actions?query=workflow:%22Test+Provider%22+branch:main) +[![Go Report Card](https://goreportcard.com/badge/github.com/solaceproducts/terraform-provider-solacebroker)](https://goreportcard.com/report/github.com/solaceproducts/terraform-provider-solacebroker) + This provider, maintained by Solace, is a plugin for Terraform that enables you to configure PubSub+ Software Event Brokers. diff --git a/third-party-licenses.txt b/third-party-licenses.txt new file mode 100644 index 00000000..4fdca7dc --- /dev/null +++ b/third-party-licenses.txt @@ -0,0 +1,1751 @@ +LICENSE SUMMARY +=============== + +License terms can be found at the bottom of this file. + +Apache 2.0 +BSD 2 +BSD 3 +Golang BSD + Patents +MIT +Mozilla 2.0 +Solace + + +THIRD-PARTY SOFTWARE USED +========================= + +github.com/Fatih/Color-v1.15.0 +------------------------------ +Licensed under MIT +Copyright 2013 +Copyright 2013 Fatih Arslan +Home page: https://pkg.go.dev/github.com/Fatih/Color@v1.15.0 + +github.com/golang/Protobuf-v1.5.3 +--------------------------------- +Licensed under BSD 3 +Copyright 2010 +Copyright 2010 The Go Authors +Home page: https://pkg.go.dev/github.com/golang/Protobuf@v1.5.3 + +github.com/hashicorp/go-Version-v1.6.0 +-------------------------------------- +Licensed under Mozilla 2.0 +Copyright 2014 HashiCorp, Inc +Home page: https://pkg.go.dev/github.com/hashicorp/go-Version@v1.6.0 + +github.com/hashicorp/go-hcLog-v1.5.0 +------------------------------------ +Licensed under MIT +Copyright 2017 +Copyright 2017 HashiCorp, Inc +Home page: https://pkg.go.dev/github.com/hashicorp/go-hcLog@v1.5.0 + +github.com/hashicorp/go-plugin-v1.4.10 +-------------------------------------- +Licensed under Mozilla 2.0 +Copyright 2016 +Copyright 2016 HashiCorp, Inc +Home page: https://pkg.go.dev/github.com/hashicorp/go-plugin@v1.4.10 + +github.com/hashicorp/go-uuid-v1.0.3 +----------------------------------- +Licensed under Mozilla 2.0 +Copyright 2015-2022 +Copyright 2015-2022 HashiCorp, Inc +Home page: https://pkg.go.dev/github.com/hashicorp/go-uuid@v1.0.3 + +github.com/hashicorp/terraform-plugin-framework-v1.3.2 +------------------------------------------------------ +Licensed under Mozilla 2.0 +Copyright 2021 +Copyright 2021 HashiCorp, Inc +Home page: https://pkg.go.dev/github.com/hashicorp/terraform-plugin-framework@v1.3.2 + +github.com/hashicorp/terraform-plugin-framework-validators-v0.10.0 +------------------------------------------------------------------ +Licensed under Mozilla 2.0 +Copyright 2022 +Copyright 2022 HashiCorp, Inc +Home page: https://pkg.go.dev/github.com/hashicorp/terraform-plugin-framework-validators@v0.10.0 + +github.com/hashicorp/terraform-plugin-go-v0.18.0 +------------------------------------------------ +Licensed under Mozilla 2.0 +Copyright 2020 +Copyright 2020 HashiCorp, Inc +Home page: https://pkg.go.dev/github.com/hashicorp/terraform-plugin-go@v0.18.0 + +github.com/hashicorp/terraform-plugin-log-v0.9.0 +------------------------------------------------ +Licensed under Mozilla 2.0 +Copyright 2021 +Copyright 2021 HashiCorp, Inc +Home page: https://pkg.go.dev/github.com/hashicorp/terraform-plugin-log@v0.9.0 + +github.com/hashicorp/terraform-registry-address-v0.2.1 +------------------------------------------------------ +Licensed under Mozilla 2.0 +Copyright 2021 +Copyright 2021 HashiCorp, Inc +Home page: https://pkg.go.dev/github.com/hashicorp/terraform-registry-address@v0.2.1 + +github.com/hashicorp/terraform-svchost-v0.1.1 +--------------------------------------------- +Licensed under Mozilla 2.0 +Copyright 2019 +Copyright 2019 HashiCorp, Inc +Home page: https://pkg.go.dev/github.com/hashicorp/terraform-svchost@v0.1.1 + +github.com/hashicorp/yamux-v0.0.0-20181012175058-2f1d1f20f75d +------------------------------------------------------------- +Licensed under Mozilla 2.0 +Copyright 2014 HashiCorp, Inc. +Home page: https://pkg.go.dev/github.com/hashicorp/yamux@v0.0.0-20181012175058-2f1d1f20f75d + +github.com/mattn/go-coLorabLe-v0.1.13 +------------------------------------- +Licensed under MIT +Copyright 2016 +Copyright 2016 Yasuhiro Matsumoto +Home page: https://pkg.go.dev/github.com/mattn/go-coLorabLe@v0.1.13 + +github.com/mattn/go-isatty-v0.0.19 +---------------------------------- +Licensed under MIT +Copyright Yasuhiro MATSUMOTO +Home page: https://pkg.go.dev/github.com/mattn/go-isatty@v0.0.19 + +github.com/mitchellh/go-testing-interface-v1.14.1 +------------------------------------------------- +Licensed under MIT +Copyright 2016 +Copyright 2016 Mitchell Hashimoto +Home page: https://pkg.go.dev/github.com/mitchellh/go-testing-interface@v1.14.1 + +github.com/oklog/Run-v1.0.0 +--------------------------- +Licensed under Apache 2.0 +No copyright. +Home page: https://pkg.go.dev/github.com/oklog/Run@v1.0.0 + +github.com/spf13/COBRA-v1.7.0 +----------------------------- +Licensed under Apache 2.0 +No copyright. +Home page: https://pkg.go.dev/github.com/spf13/COBRA@v1.7.0 + +github.com/spf13/pflag-v1.0.5 +----------------------------- +Licensed under BSD 3 +Copyright 2012 +Copyright 2012 The Go Authors2012 +Copyright 2012 Alex Ogier +Home page: https://pkg.go.dev/github.com/spf13/pflag@v1.0.5 + +github.com/vmihAilenco/msgpack/v5-v5.3.5 +---------------------------------------- +Licensed under BSD 2 +Copyright 2013 +Copyright 2013 The github.com/vmihailenco/msgpack Authors +Home page: https://pkg.go.dev/github.com/vmihAilenco/msgpack/v5@v5.3.5 + +github.com/vmihailenco/tagparser/v2-v2.0.0 +------------------------------------------ +Licensed under BSD 2 +Copyright 2019 +Copyright 2019 The github.com/vmihailenco/tagparser Authors +Home page: https://pkg.go.dev/github.com/vmihailenco/tagparser/v2@v2.0.0 + +golang.org/x/exp-v0.0.0-20230811145659-89c5cff77bcb +--------------------------------------------------- +Licensed under Golang BSD + Patents +Copyright 2009 +Copyright 2009 The Go Authors +Home page: https://pkg.go.dev/golang.org/x/exp@v0.0.0-20230811145659-89c5cff77bcb + +golang.org/x/net-v0.12.0 +------------------------ +Licensed under Golang BSD + Patents +Copyright 2009 +Copyright 2009 The Go Authors +Home page: https://pkg.go.dev/golang.org/x/net@v0.12.0 + +golang.org/x/sys-v0.11.0 +------------------------ +Licensed under Golang BSD + Patents +Copyright 2009 +Copyright 2009 The Go Authors +Home page: https://pkg.go.dev/golang.org/x/sys@v0.11.0 + +golang.org/x/text-v0.11.0 +------------------------- +Licensed under Golang BSD + Patents +Copyright 2009 +Copyright 2009 The Go Authors +Home page: https://pkg.go.dev/golang.org/x/text@v0.11.0 + +google.golang.org/genproto/googleapis/rpc-v0.0.0-20230525234030-28d5490b6b19 +---------------------------------------------------------------------------- +Licensed under Apache 2.0 +No copyright. +Home page: https://pkg.go.dev/google.golang.org/genproto/googleapis/rpc@v0.0.0-20230525234030-28d5490b6b19 + +google.golang.org/grpc-v1.57.0 +------------------------------ +Licensed under Apache 2.0 +Copyright 2014 +Copyright 2014 gRPC authors +Home page: https://pkg.go.dev/google.golang.org/grpc@v1.57.0 + +google.golang.org/protobuf-v1.31.0 +---------------------------------- +Licensed under Golang BSD + Patents +Copyright 2018 +Copyright 2018 The Go Authors +Home page: https://pkg.go.dev/google.golang.org/protobuf@v1.31.0 + + +LICENSE 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If you or your agent or exclusive licensee institute or +order or agree to the institution of patent litigation against any +entity (including a cross-claim or counterclaim in a lawsuit) alleging +that this implementation of Go or any code incorporated within this +implementation of Go constitutes direct or contributory patent +infringement, or inducement of patent infringement, then any patent +rights granted to you under this License for this implementation of Go +shall terminate as of the date such litigation is filed. + +MIT +--- + +MIT License + +Copyright (c) + +Permission is hereby granted, free of charge, to any person obtaining a copy of this software and +associated documentation files (the "Software"), to deal in the Software without restriction, +including without limitation the rights to use, copy, modify, merge, publish, distribute, +sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is +furnished to do so, subject to the following conditions: + +The above copyright notice and this permission notice shall be included in all copies or +substantial portions of the Software. + +THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR +IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, +FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE +AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER +LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, +OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN +THE SOFTWARE. + +Mozilla 2.0 +----------- + +Mozilla Public License Version 2.0 +================================== + +1. Definitions +-------------- + +1.1. "Contributor" + means each individual or legal entity that creates, contributes to + the creation of, or owns Covered Software. + +1.2. "Contributor Version" + means the combination of the Contributions of others (if any) used + by a Contributor and that particular Contributor's Contribution. + +1.3. "Contribution" + means Covered Software of a particular Contributor. + +1.4. "Covered Software" + means Source Code Form to which the initial Contributor has attached + the notice in Exhibit A, the Executable Form of such Source Code + Form, and Modifications of such Source Code Form, in each case + including portions thereof. + +1.5. "Incompatible With Secondary Licenses" + means + + (a) that the initial Contributor has attached the notice described + in Exhibit B to the Covered Software; or + + (b) that the Covered Software was made available under the terms of + version 1.1 or earlier of the License, but not also under the + terms of a Secondary License. + +1.6. "Executable Form" + means any form of the work other than Source Code Form. + +1.7. "Larger Work" + means a work that combines Covered Software with other material, in + a separate file or files, that is not Covered Software. + +1.8. "License" + means this document. + +1.9. "Licensable" + means having the right to grant, to the maximum extent possible, + whether at the time of the initial grant or subsequently, any and + all of the rights conveyed by this License. + +1.10. "Modifications" + means any of the following: + + (a) any file in Source Code Form that results from an addition to, + deletion from, or modification of the contents of Covered + Software; or + + (b) any new file in Source Code Form that contains any Covered + Software. + +1.11. "Patent Claims" of a Contributor + means any patent claim(s), including without limitation, method, + process, and apparatus claims, in any patent Licensable by such + Contributor that would be infringed, but for the grant of the + License, by the making, using, selling, offering for sale, having + made, import, or transfer of either its Contributions or its + Contributor Version. + +1.12. "Secondary License" + means either the GNU General Public License, Version 2.0, the GNU + Lesser General Public License, Version 2.1, the GNU Affero General + Public License, Version 3.0, or any later versions of those + licenses. + +1.13. "Source Code Form" + means the form of the work preferred for making modifications. + +1.14. "You" (or "Your") + means an individual or a legal entity exercising rights under this + License. For legal entities, "You" includes any entity that + controls, is controlled by, or is under common control with You. For + purposes of this definition, "control" means (a) the power, direct + or indirect, to cause the direction or management of such entity, + whether by contract or otherwise, or (b) ownership of more than + fifty percent (50%) of the outstanding shares or beneficial + ownership of such entity. + +2. License Grants and Conditions +-------------------------------- + +2.1. Grants + +Each Contributor hereby grants You a world-wide, royalty-free, +non-exclusive license: + +(a) under intellectual property rights (other than patent or trademark) + Licensable by such Contributor to use, reproduce, make available, + modify, display, perform, distribute, and otherwise exploit its + Contributions, either on an unmodified basis, with Modifications, or + as part of a Larger Work; and + +(b) under Patent Claims of such Contributor to make, use, sell, offer + for sale, have made, import, and otherwise transfer either its + Contributions or its Contributor Version. + +2.2. Effective Date + +The licenses granted in Section 2.1 with respect to any Contribution +become effective for each Contribution on the date the Contributor first +distributes such Contribution. + +2.3. Limitations on Grant Scope + +The licenses granted in this Section 2 are the only rights granted under +this License. No additional rights or licenses will be implied from the +distribution or licensing of Covered Software under this License. +Notwithstanding Section 2.1(b) above, no patent license is granted by a +Contributor: + +(a) for any code that a Contributor has removed from Covered Software; + or + +(b) for infringements caused by: (i) Your and any other third party's + modifications of Covered Software, or (ii) the combination of its + Contributions with other software (except as part of its Contributor + Version); or + +(c) under Patent Claims infringed by Covered Software in the absence of + its Contributions. + +This License does not grant any rights in the trademarks, service marks, +or logos of any Contributor (except as may be necessary to comply with +the notice requirements in Section 3.4). + +2.4. Subsequent Licenses + +No Contributor makes additional grants as a result of Your choice to +distribute the Covered Software under a subsequent version of this +License (see Section 10.2) or under the terms of a Secondary License (if +permitted under the terms of Section 3.3). + +2.5. Representation + +Each Contributor represents that the Contributor believes its +Contributions are its original creation(s) or it has sufficient rights +to grant the rights to its Contributions conveyed by this License. + +2.6. Fair Use + +This License is not intended to limit any rights You have under +applicable copyright doctrines of fair use, fair dealing, or other +equivalents. + +2.7. Conditions + +Sections 3.1, 3.2, 3.3, and 3.4 are conditions of the licenses granted +in Section 2.1. + +3. Responsibilities +------------------- + +3.1. Distribution of Source Form + +All distribution of Covered Software in Source Code Form, including any +Modifications that You create or to which You contribute, must be under +the terms of this License. You must inform recipients that the Source +Code Form of the Covered Software is governed by the terms of this +License, and how they can obtain a copy of this License. You may not +attempt to alter or restrict the recipients' rights in the Source Code +Form. + +3.2. Distribution of Executable Form + +If You distribute Covered Software in Executable Form then: + +(a) such Covered Software must also be made available in Source Code + Form, as described in Section 3.1, and You must inform recipients of + the Executable Form how they can obtain a copy of such Source Code + Form by reasonable means in a timely manner, at a charge no more + than the cost of distribution to the recipient; and + +(b) You may distribute such Executable Form under the terms of this + License, or sublicense it under different terms, provided that the + license for the Executable Form does not attempt to limit or alter + the recipients' rights in the Source Code Form under this License. + +3.3. Distribution of a Larger Work + +You may create and distribute a Larger Work under terms of Your choice, +provided that You also comply with the requirements of this License for +the Covered Software. If the Larger Work is a combination of Covered +Software with a work governed by one or more Secondary Licenses, and the +Covered Software is not Incompatible With Secondary Licenses, this +License permits You to additionally distribute such Covered Software +under the terms of such Secondary License(s), so that the recipient of +the Larger Work may, at their option, further distribute the Covered +Software under the terms of either this License or such Secondary +License(s). + +3.4. Notices + +You may not remove or alter the substance of any license notices +(including copyright notices, patent notices, disclaimers of warranty, +or limitations of liability) contained within the Source Code Form of +the Covered Software, except that You may alter any license notices to +the extent required to remedy known factual inaccuracies. + +3.5. Application of Additional Terms + +You may choose to offer, and to charge a fee for, warranty, support, +indemnity or liability obligations to one or more recipients of Covered +Software. However, You may do so only on Your own behalf, and not on +behalf of any Contributor. You must make it absolutely clear that any +such warranty, support, indemnity, or liability obligation is offered by +You alone, and You hereby agree to indemnify every Contributor for any +liability incurred by such Contributor as a result of warranty, support, +indemnity or liability terms You offer. You may include additional +disclaimers of warranty and limitations of liability specific to any +jurisdiction. + +4. Inability to Comply Due to Statute or Regulation +--------------------------------------------------- + +If it is impossible for You to comply with any of the terms of this +License with respect to some or all of the Covered Software due to +statute, judicial order, or regulation then You must: (a) comply with +the terms of this License to the maximum extent possible; and (b) +describe the limitations and the code they affect. Such description must +be placed in a text file included with all distributions of the Covered +Software under this License. Except to the extent prohibited by statute +or regulation, such description must be sufficiently detailed for a +recipient of ordinary skill to be able to understand it. + +5. Termination +-------------- + +5.1. The rights granted under this License will terminate automatically +if You fail to comply with any of its terms. However, if You become +compliant, then the rights granted under this License from a particular +Contributor are reinstated (a) provisionally, unless and until such +Contributor explicitly and finally terminates Your grants, and (b) on an +ongoing basis, if such Contributor fails to notify You of the +non-compliance by some reasonable means prior to 60 days after You have +come back into compliance. Moreover, Your grants from a particular +Contributor are reinstated on an ongoing basis if such Contributor +notifies You of the non-compliance by some reasonable means, this is the +first time You have received notice of non-compliance with this License +from such Contributor, and You become compliant prior to 30 days after +Your receipt of the notice. + +5.2. If You initiate litigation against any entity by asserting a patent +infringement claim (excluding declaratory judgment actions, +counter-claims, and cross-claims) alleging that a Contributor Version +directly or indirectly infringes any patent, then the rights granted to +You by any and all Contributors for the Covered Software under Section +2.1 of this License shall terminate. + +5.3. In the event of termination under Sections 5.1 or 5.2 above, all +end user license agreements (excluding distributors and resellers) which +have been validly granted by You or Your distributors under this License +prior to termination shall survive termination. + +************************************************************************ +* * +* 6. Disclaimer of Warranty * +* ------------------------- * +* * +* Covered Software is provided under this License on an "as is" * +* basis, without warranty of any kind, either expressed, implied, or * +* statutory, including, without limitation, warranties that the * +* Covered Software is free of defects, merchantable, fit for a * +* particular purpose or non-infringing. The entire risk as to the * +* quality and performance of the Covered Software is with You. * +* Should any Covered Software prove defective in any respect, You * +* (not any Contributor) assume the cost of any necessary servicing, * +* repair, or correction. This disclaimer of warranty constitutes an * +* essential part of this License. No use of any Covered Software is * +* authorized under this License except under this disclaimer. * +* * +************************************************************************ + +************************************************************************ +* * +* 7. Limitation of Liability * +* -------------------------- * +* * +* Under no circumstances and under no legal theory, whether tort * +* (including negligence), contract, or otherwise, shall any * +* Contributor, or anyone who distributes Covered Software as * +* permitted above, be liable to You for any direct, indirect, * +* special, incidental, or consequential damages of any character * +* including, without limitation, damages for lost profits, loss of * +* goodwill, work stoppage, computer failure or malfunction, or any * +* and all other commercial damages or losses, even if such party * +* shall have been informed of the possibility of such damages. This * +* limitation of liability shall not apply to liability for death or * +* personal injury resulting from such party's negligence to the * +* extent applicable law prohibits such limitation. Some * +* jurisdictions do not allow the exclusion or limitation of * +* incidental or consequential damages, so this exclusion and * +* limitation may not apply to You. * +* * +************************************************************************ + +8. Litigation +------------- + +Any litigation relating to this License may be brought only in the +courts of a jurisdiction where the defendant maintains its principal +place of business and such litigation shall be governed by laws of that +jurisdiction, without reference to its conflict-of-law provisions. +Nothing in this Section shall prevent a party's ability to bring +cross-claims or counter-claims. + +9. Miscellaneous +---------------- + +This License represents the complete agreement concerning the subject +matter hereof. If any provision of this License is held to be +unenforceable, such provision shall be reformed only to the extent +necessary to make it enforceable. Any law or regulation which provides +that the language of a contract shall be construed against the drafter +shall not be used to construe this License against a Contributor. + +10. Versions of the License +--------------------------- + +10.1. New Versions + +Mozilla Foundation is the license steward. Except as provided in Section +10.3, no one other than the license steward has the right to modify or +publish new versions of this License. Each version will be given a +distinguishing version number. + +10.2. Effect of New Versions + +You may distribute the Covered Software under the terms of the version +of the License under which You originally received the Covered Software, +or under the terms of any subsequent version published by the license +steward. + +10.3. Modified Versions + +If you create software not governed by this License, and you want to +create a new license for such software, you may create and use a +modified version of this License if you rename the license and remove +any references to the name of the license steward (except to note that +such modified license differs from this License). + +10.4. Distributing Source Code Form that is Incompatible With Secondary +Licenses + +If You choose to distribute Source Code Form that is Incompatible With +Secondary Licenses under the terms of this version of the License, the +notice described in Exhibit B of this License must be attached. + +Exhibit A - Source Code Form License Notice +------------------------------------------- + + This Source Code Form is subject to the terms of the Mozilla Public + License, v. 2.0. If a copy of the MPL was not distributed with this + file, You can obtain one at http://mozilla.org/MPL/2.0/. + +If it is not possible or desirable to put the notice in a particular +file, then You may include the notice in a location (such as a LICENSE +file in a relevant directory) where a recipient would be likely to look +for such a notice. + +You may add additional accurate notices of copyright ownership. + +Exhibit B - "Incompatible With Secondary Licenses" Notice +--------------------------------------------------------- + + This Source Code Form is "Incompatible With Secondary Licenses", as + defined by the Mozilla Public License, v. 2.0. + +Solace +------ + +Version: 10/25/2018 + +SOLACE CORPORATION + +LICENCE AGREEMENT FOR SOLACE SOFTWARE + +THIS LICENCE AGREEMENT and any documents expressly referred to in this +agreement (the "Agreement") between SOLACE CORPORATION, a company +incorporated under the laws of the Province of Ontario ("SOLACE") and +licensee, the party identified in the Order (as defined below) or that +otherwise accepts this Agreement (the "Licensee") (together the "Parties", +and each a "Party"), is made on the Effective Date (as defined below). + +BY ACCEPTING THE TERMS OF THIS AGREEMENT, EITHER BY: A) ACCEPTING THE +AGREEMENT ONLINE, B) SIGNING THE ORDER (AS DEFINED BELOW) WHICH REFERENCES +THIS AGREEMENT, OR C) INSTALLING OR USING THE SOFTWARE AFTER BEING MADE AWARE +OF THIS AGREEMENT, THE LICENSEE ACKNOWLEDGES THAT IT HAS READ AND UNDERSTOOD +ALL OF THE PROVISIONS, AND HAS THE AUTHORITY TO AGREE TO, AND IS CONFIRMING +THAT IT IS AGREEING TO, COMPLY WITH AND BE BOUND BY, ALL OF THE TERMS AND +CONDITIONS CONTAINED HEREIN, TOGETHER WITH THE TERMS SET FORTH IN ANY ORDER. +IF, AFTER READING THIS AGREEMENT, THE LICENSEE DOES NOT ACCEPT OR AGREE TO +THE TERMS AND CONDITIONS CONTAINED HEREIN, THE LICENSEE SHALL NOT INSTALL OR +USE THE SOFTWARE. + +IF YOU ARE AN AGENT OR EMPLOYEE OF ANOTHER ENTITY THEN YOU HEREBY REPRESENT +AND WARRANT THAT: (I) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS DULY +AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH ENTITY'S BEHALF AND TO BIND SUCH +ENTITY, AND (II) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER +INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER. + +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 +provided to Licensee. + +"Order" means (i) an electronic form provided by SOLACE on its website for +ordering Software Subscriptions, Professional Services, and/or Support and +Maintenance Services, or (ii) a written document, including a Licensee +purchase order, executed by SOLACE and Licensee pursuant to which Licensee +purchases of Software Subscriptions, Professional Services, and/or Support +and Maintenance Services from SOLACE. + +"Products" means the Software, Documentation, Support and Maintenance +Services, Professional Services and other products and services that are +ordered by Licensee from SOLACE. + +"Software" means the SOLACE software product(s) described in an Order. + +"SOLACE Quotation" means SOLACE's sales quotation document provided by SOLACE +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. + +