KUBEMQ Source Code License Addendum

This KUBEMQ Source Code License Addendum (the “Addendum”) sets forth the terms on which KubeMQ Ltd. (“KubeMQ”) makes available certain source code as part of the software made available by KubeMQ under this Addendum (the “Software”). The licenses granted under this Addendum are expressly conditioned upon the execution of a master license agreement with KubeMQ (“License Agreement”) and an applicable Order Form for use of the Software, the terms and conditions of such License Agreement shall prevail over any conflicting terms or conditions in this Addendum and this Addendum shall only come into force upon the execution by KubeMQ of the License Agreement.  BY INSTALLING, DOWNLOADING, ACCESSING, USING OR DISTRIBUTING ANY OF THE SOFTWARE, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS ADDENDUM. IF YOU DO NOT AGREE TO SUCH TERMS AND CONDITIONS, YOU MUST NOT USE THE SOFTWARE.  IF YOU ARE RECEIVING THE SOFTWARE ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE ACTUAL AUTHORITY TO AGREE TO THE TERMS AND CONDITIONS OF THIS ADDENDUM ON BEHALF OF SUCH ENTITY. “Licensee” means you, an individual, or the entity on whose behalf you are receiving the Software.

Any capitalized terms used but not otherwise defined herein, shall have the meaning escribed to it in the License Agreement.

LICENSE GRANT AND CONDITIONS

License.  Subject to the terms and conditions of this Addendum and the terms and conditions of the License Agreement, during the respective Term, subject to compliance with the terms of this Addendum and the terms of the license Agreement, including without limitation payment of License Fees, KubeMQ grants Licensee a non-exclusive, non-transferable, non-sublicensable (except as permitted herein and therein) license to use Software, which shall may include the following (the “License”):

Use the Software for internal purposes;

Market and distribute copies of the Software or a Derivative Work (in Object Form only) solely as included within Licensee’s Distributable Integrations;

Use the Software or Derivative Work to support and maintain distributed copies of the Distributable Integrations (the “License”).

Licensee is not granted the right to, and Licensee shall not, exercise the License for an Excluded Purpose.  For purposes of this Addendum, “Excluded Purpose” means making available any software-as-a-service, platform-as-a-service, infrastructure-as-a-service or other similar online service that competes with KubeMQ products or services that provide the Software or otherwise using the Software or otherwise using the Software not in compliance with the terms of the License Agreement.

The use by the Licensee of the Software shall be limited for support and maintenance purposes of Licensee’s distributed copies of the Distributable Integrations only (the “Purpose”). It shall be clarified that the Licensee shall not have any title or ownership in any Derivative Works created and/or made by the Licensee and the Licensee shall be prohibited from making any Derivative Works using or relying on the Software Source Code. It shall be clarified that any breach of this Section shall be considered as a material breach of this Addendum.

Upon termination or expiry of this Addendum or the License Agreement for any reason, all Order Forms and relevant SOWs shall automatically terminate. Upon expiration or termination of each Order Form, its License shall automatically terminate, the access granted to the Licensee to the Software Source Code via Company’s designated repository account shall be blocked, Licensee shall cease all access and use of the Software, Documentation and shall (as directed) permanently uninstall, destroy, delete or return all copies of the Software, including, without limitation, any Software Source Code made available to the Licensee, and other Confidential Information (as defined below) of KubeMQ in Licensee’s possession or control. The foregoing notwithstanding, the Licensee shall be entitled to use the Software Source code, solely for the Purpose if proceedings are instituted by or against the Company in bankruptcy, under the insolvency laws, or for receivership or dissolution, provided such proceedings are not dismissed within thirty (120) days of their commencement, subject to any applicable liquidation and bankruptcy laws, and only for the period strictly required for the Licensee until he is able to replace the Software in any other software provided by any other provider

TERM AND TERMINATION

This Addendum will continue unless and until earlier terminated as set forth herein.  If Licensee breaches any of its conditions or obligations under this Addendum or the terms of the License Agreement, this Addendum will terminate automatically and the License will terminate automatically and permanently.

INTELLECTUAL PROPERTY

As between the parties, KubeMQ will retain all right, title, and interest in the Software, and all intellectual property rights therein. KubeMQ hereby reserves all rights not expressly granted to Licensee in this Addendum. KubeMQ hereby reserves all rights in its trademarks and service marks, and no licenses therein are granted in this Addendum.

DISCLAIMER

KUBEMQ HEREBY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE.

LIMITATION OF LIABILITY

KUBEMQ WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, OR DIRECT DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS ADDENDUM.  THE FOREGOING SHALL APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

Governing Law and Jurisdiction

This Addendum will be governed by, and construed in accordance with, the laws of the State of Israel, without regard to its conflicts of law rules. Any claim, dispute or controversy between the parties will be subject to the exclusive jurisdiction and venue of the courts located in Tel-Aviv, Israel, and each party hereby irrevocably submits to the personal jurisdiction of such courts and waives any jurisdictional, venue, or inconvenient forum objections to such courts.