Hasura, Inc.: MASTER PRODUCT LICENSING AND SUPPORT SERVICES AGREEMENT

• DEFINITIONS

  1. “Acceptance” shall mean that the Licensed Product meets the Specifications associated thereof and performs in accordance with the Documentation.
  2. “Affiliate” means an entity which directly or indirectly controls, or is under common control with, or is controlled by, Licensee or Licensor. As used in this definition, “control” (including, with its correlative meanings, “controlled by” or “under common control with”) means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).
  3. “Confidential Information” means any information disclosed by one Party to the other Party, which, (i) if in written, graphic, machine readable or other tangible form is marked “Confidential” or “Proprietary” or which, if disclosed orally or by demonstration, is identified at the time of disclosure as confidential and reduced to a writing marked “Confidential” and delivered to the Receiving Party (as defined below) within thirty (30) days of such disclosure; or (ii) by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. Notwithstanding any failure to so identify them, all technology or proprietary information underlying the Licensed Product and Support Services shall be deemed Confidential Information of Licensor, the existence of this Master Agreement shall be deemed Confidential Information of Licensee, and any business, financial, marketing, operational, sales, technical and similar data shall be deemed the Confidential Information of the applicable Party whether or not such data is marked confidential.
  4. “Customer” means a customer of Licensee who uses the Licensed Product in connection with Licensee’s products and services.
  5. “Derivative Works” means derivatives of the Licensed Product created by Licensee, which does not change the Licensed Product but, is created by incorporating/adapting/implementing and/or configuring the Licensed Product. As between the Parties, Derivative Works created by Licensee, any of its Affiliates and any of their employees, directors or officers and/or any of their agents or contractors, shall be owned by Licensee.
  6. “Disabling Devices” means any uncorrected known vulnerability that may cause software or any data generated by the Licensed Product to be erased, become inoperable or inaccessible, or that may otherwise cause such software to become temporarily or permanently incapable of performing in accordance with this Master Agreement, including, without limitation any disabling device that is triggered after use or copying of such software or a component thereof a certain number of times, or after the lapse of a period of time, or in the absence of a hardware device or after the occurrence or lapse of any other triggering factor or event or due to external input, including across a computer network.
  7. “Documentation” means user guides and other manuals and materials relating to the Licensed Product, or Services, whether distributed in print, magnetic, electronic, or video format.
  8. “Hasura Order” means Hasura Order form in materially the form as set out in Exhibit C which describes, among other things, the quantity of Licensed Product and Support Services purchased, License Fee, Support Services Fee, response time for Support Services, consulting service hours, and any special terms and conditions to be provided by the Licensor to the Licensee under this Master Agreement.
  9. “Intellectual Property Rights” shall mean all proprietary rights, including all patents, trademarks, copyrights, know-how, trade secrets, mask works, including all applications and registrations thereto, and any other similar protected rights in any country.
  10. “Licensed Product” means Hasura Enterprise Edition including all Upgrades, and versions, which is more fully described in Exhibit A, and related Documentation and other deliverables that are: (i) provided by Licensor, or (ii) identified in the attached Exhibit A “Description of the Licensed Product” The definition of Licensed Product also includes any revisions, enhancements, modifications, corrections, improvements, and/or replacements thereto that are offered by Licensor to Licensee pursuant to the terms and conditions set forth in this Master Agreement.
  11. “Licensee” has the meaning set forth in the introductory clause.
  12. “Licensor” means Hasura, Inc.
  13. “Licensee’s Products and Services” means the products, solutions, systems, software and services that Licensee sells or otherwise provides to its Customers and Registered Users.
  14. “Malicious Technology” means any software, electronic, mechanical or other means, device or function (e.g. key, node, lock, time-out, “back door,” “trapdoor,” “booby trap,” “drop dead device,” “data scrambling device,” “Trojan Horse”) that would allow a third party to: (i) monitor or gain unauthorized access to any Licensee or Customer system; or (ii) use any electronic self-help mechanism.
  15. “Parties” mean both Licensor and Licensee.
  16. “Party” means either Licensor or Licensee.
  17. “Personnel” means any entity or person (including, without limitation, any employee, contractor or agent) that performs work or services of any kind for Licensor. This includes any persons or entities that perform work or services of any kind for Licensor’s subcontractors.
  18. “Registered User” means a person who has registered to use Licensee’s Product and Services that are used in conjunction with the Licensed Product.
  19. “SLA” or “Service Level Agreement” means the performance levels support criteria that Licensor must meet with respect to its provision of the Licensed Product and Support Services, as more fully set out in Exhibit B and under the applicable Hasura Order.
  20. “Specification(s)” means the functional, performance, operational, compatibility, and other specifications or characteristics of the Licensed Product described in applicable Documentation and support materials and such other specifications or characteristics of the Licensed Product that may be agreed to by the Parties.
  21. “Support Services” means the maintenance, support and related services offered by Licensor as more fully identified in Exhibit B or as otherwise agreed by the Parties.
  22. “Territory” means the entire world.
  23. “Updates” means bug-fixes, security patches etc.
  24. “Upgrades” means a new version or release of Licensed Product and Documentation containing additional features and functionality compared to the previous release.
  25. “Usage Data” means record of the usage of the Licensed Product by Licensee and/or Licensee’s Customers and Registered Users to enable the functioning of the Add-On Services more fully described under Exhibit A, including the number, type, frequency or other information regarding type and manner of the use of the Licensed Product.

• LICENSE GRANT

  1. License Grant. Subject to the terms and conditions of this Master Agreement and the applicable Hasura Order, Licensor grants to Licensee a paid-up, royalty-free, non-assignable, except as set forth herein, non-sublicensable, except as set forth herein, rights and licenses (collectively the “License”) to Licensee to:
     1. incorporate, adapt, implement, configure Licensed Product into Licensee Products and Services for the sale of Licensee Products and Services to Licensee Customers and/or Registered Users
     2. sell, resell, license, or sub-license the software generated by the Licensed Product to Licensee’s Customers or Registered Users as part of Licensee Products and Services sold by Licensee to its Customers and Registered Users
     3. use and have used Licensed Product and Documentation for development, testing, training and demonstration purposes, in connection with Licensee Products and Services
     4. use Licensed Product and Documentation for the purpose of providing Licensee Products and Services to Customers and Registered Users
     5. merge, incorporate, reproduce, translate, include, modify, adapt, bundle or make extracts of the Documentation into any other support material for use of the Licensed Product in connection with the sale of Licensee Products and Services to Customers and Registered Users
  2. Exclusivity/Non-exclusivity. Licensor hereby grants the License to Licensee for use of the Licensed Product and any Derivative Works (Article 2.6). Licensor hereby grants a non-exclusive License to Licensee for use of the Licensed Product.
  3. Territory. Licensor grants the above License to the Licensed Product to Licensee/ for use throughout the world.
  4. Same functionality. Any software programs/product developed by Licensor having essentially the same functionality as Licensed Product shall be deemed Licensed Product in accordance with this Master Agreement, notwithstanding any naming differences.
  5. Reverse Engineering. Licensee shall not engage in, attempt to engage in, nor permit third parties to un-assemble, disassemble, decompile or reverse engineer (collectively “Reverse Engineer”) any Licensed Programs.
  6. Derivative Works. Unless otherwise agreed to in writing between the Parties, Derivative Works created with the use of the Licensed Product shall be owned by Licensee and Licensee shall have the license to integrate such Derivative Works into its products. The use of the Licensed Product by the Licensee shall be restricted to the scope described under the applicable Hasura Order attached to this Master Agreement.
  7. Updates and Upgrades. Licensor shall notify Licensee of any Updates at least seven (7) calendar days prior to making any Updates (“Update Period”). Upgrades shall be offered to Licensee at a price decided between the Parties at the time of purchase of the Upgrade. However, Updates shall be offered free of cost. Upgrades and Updates will be made to the Licensed Product, by the Licensor, only upon receiving the consent of the Licensee, and will also depend on Licensee providing information and access necessary for applying the upgrade or update.
  8. Data Collection. Licensor shall receive Usage Data for enabling the functioning of the Licensed Product upon its installation on Licensee’s servers. Licensee consents on its behalf and on behalf of its Customers and Registered Users, Licensor’s collection, use and analysis of this Usage Data. Licensee represents and warrants that it has the necessary consents from its Customers and Registered Users for the Licensor to collect, store, use and analyse this Usage Data. Licensee agrees that Licensor retains all legal rights, title and interest in this Usage Data and the related database as well as in any record, report or analysis generated by Licensor from such Usage Data. Licensee further agrees that Licensor may use Usage Data relating to use of the Licensed Product by all of Licensee’s Customers and Registered Users for improving the efficiency, quality, and improvements of the Licensed Product or for any other lawful purpose that it deems fit. Licensee agrees that it will include a consent provision in its agreements with its Customers and Registered Users.

• DELIVERY, TESTING, AND ACCEPTANCE

  Licensor shall, unless otherwise agreed, give access to the Licensed Product and deliver Support Services to Licensee under the terms of this Master Agreement and applicable Hasura Order.. Generally, Acceptance shall be deemed if the Licensed Product meets the Specifications and performs in accordance with the Documentation. If the Licensed Product fails to perform in accordance with the Specifications and the Documentation within ten (10) business days (the “Acceptance Period”) from the grant of the Licensed Product, Licensee shall notify Licensor of the failure of the Licensed Product in writing and detail the failure (the “Failure Notice”) within the Acceptance Period. If Licensor does not receive the Failure Notice within the Acceptance Period, Licensor shall deem that the Licensed Product passed the test and was accepted by the Licensee. Upon receipt of the Failure Notice within the Acceptance Period, Licensor shall do whatever is necessary to fix or replace the failed Licensed Product within ten business days from the date Licensor receives the Failure Notice. Upon fixing or replacing the failed Licensed Product, the Licensor shall send the fixed or replaced Licensed Product to Licensee for additional acceptance testing. If Licensor is unable to fix or replace the failed Licensed Product, Licensee may terminate this Master Agreement without any penalty or fines whatsoever. Any monies paid to Licensor in advance will be returned to Licensee.

• OWNERSHIP OF INTELLECTUAL PROPERTY

  Licensor shall retain on behalf of itself any Intellectual Property Rights in the Licensed Product. Any software developed by the Licensee using the Licensed Product, Derivative Works therewith, will be considered the Intellectual Property of the Licensee.

• CONFIDENTIALITY

  1. Confidential Information (“CI”).
     1. Definition of CI. Each Party will use the means that it uses to protect its own Confidential Information, but not less than reasonable means, to prevent the disclosure and to protect the Confidential Information of the other Party. Each Party will use Confidential Information received from the other Party only in connection with the purposes of this Master Agreement.
     2. Disclosure of CI. A Party may disclose Confidential Information which belongs to such Party or is (i) already known by the recipient Party without an obligation of confidentiality, (ii) publicly known or becomes publicly known through no unauthorized act of the recipient Party, (iii) rightfully received from a third party without an obligation of confidentiality, (iv) independently developed by the recipient Party without use of the other Party’s Confidential Information, or (v) approved by the other Party for disclosure. Confidential Information may be disclosed by the recipient Party to its employees, subcontractors and agents who have a need to know and who are subject to a confidentiality agreement that contains terms and conditions at least as restrictive as those set forth in this Article 5.1 and would govern such employees, subcontractors, or agents use or possession of the Confidential Information. Further, the recipient Party shall not be restricted from disclosing Confidential Information as required pursuant to law, regulation or judicial or governmental order, provided that any such disclosure shall be limited to the extent of the legal requirement and the recipient Party shall promptly notify the disclosing Party and cooperate with the disclosing Party, at the disclosing Party’s expense, so that the disclosing Party may intervene and object to such disclosure or seek a protective order or other appropriate protection for its Confidential Information.
     3. Return of CI. Upon the written request of the disclosing Party, the recipient Party will, at the recipient Party’s option, either return all copies of the disclosing Party’s Confidential Information to the disclosing Party or certify in writing that all copies of such information have been destroyed. Notwithstanding such requirement, either Party may retain one archival copy of the Confidential Information. Either Party may return the other Party’s Confidential Information, or any part thereof, at any time. Licensee may disclose Licensor’s Confidential Information to Customers and Affiliates under similar conditions of confidentiality.

• FEES AND PAYMENT TERMS

  1. Product License and Support Services Fee. The Parties agree that Licensee shall pay an annual fee for the License (the “License Fee”) and for Support Services (the “Support Services Fee”) both of which shall be mentioned under the applicable Hasura Order.
  2. Invoices. Licensor shall raise the invoice for the License Fee and Support Services Fee for the Licensed Product and the Support Services within fifteen (15) days of the applicable Hasura Order Effective Date and in case of an Extended Hasura Order Term, within fifteen (15) days from the start date of the applicable Extended Hasura Order Term. Each Invoice shall refer to the applicable Hasura Order and this Master Agreement. Licensee shall pay the invoices within thirty (30) days from the receipt of the invoice.
  3. Late Payment. If the License Fee and Support Services Fee is not paid within thirty (30) days from the date of receipt of invoice, then a charge of 1.5% will be levied on the pending payment and if no payment is received within ninety (90) days, Licensee shall not have the License to use the Licensed Product anymore and shall stop using all the associated services and Licensor shall stop providing the Support Services.

• WARRANTY

  1. Warranty of Rights and Title. Licensor represents and warrants that it has sufficient, right, title and interest in and to the Licensed Product to license the Licensed Product to Licensee under the terms and conditions set forth in this Master Agreement.
  2. Specifications and Documentation. Licensor warrants that the Licensed Product will perform in accordance with the Specifications and Documentation and meet any other requirements that have been agreed upon in writing.
  3. Upgrades. To the extent that Licensor provides any Upgrades, new versions or revisions of the Licensed Product, Licensor warrants that such Upgrades and new versions or revisions will not have a material adverse effect on the overall performance or the functioning of the Licensed Product.
  4. Disabling Device and Malicious Technology. Licensor warrants that the Licensed Product does not and will not contain any Disabling Device or Malicious Technology.
  5. Remedies – Licensor Product. Licensor’s responsibility under these warranties shall be to (a) to promptly correct any non-conformity or defect, or (b) in spite of Licensor using all of its best efforts, if Licensee Products and Services are adversely affected due to a defect or non-conformity in the Licensed Product, Licensee may return the affected Licensed Product to Licensor. Furthermore, Licensor shall refund the License Fee and Support Services Fee and any other fees paid by the Licensee, post the date of notifying the Licensor about such defect or non-conformity.
  6. Services Warranties. Licensor warrants that any Services performed under this Master Agreement will be performed in a first-class, professional manner, in compliance with the applicable specifications and with the care, skill and diligence, and in accordance with the highest standards, currently recognized in Licensor’s profession or industry. Licensor also warrants that all products and materials used in the performance of such Services will be free of all liens, or encumbrances.
  7. Remedies – Services. Licensor agrees, at no cost to Licensee, to immediately re-perform the Services giving rise to a breach of warranty claim. If Licensor cannot re-perform such Services in compliance with its warranty obligations, Licensor shall refund to Licensee any and all payments made by Licensee for the non-complying Services.
  8. Disclaimer of Other Warranties.
     EXCEPT FOR THE EXPRESS, LIMITED WARRANTY PROVIDED IN THIS ARTICLE 7, LICENSOR MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE LICENSED PRODUCT. LICENSOR SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, THOSE ARISING FROM A COURSE OF DEALING OR USAGE OR TRADE, AND OF UNINTERRUPTED OR ERROR-FREE SERVICE, AND ALL SUCH WARRANTIES ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. EXCEPT AS EXPRESSLY PROVIDED HEREIN AND IN ANY SO, THE LICENSED PRODUCT IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS.

• INDEMNIFICATION

  1. General Indemnification.
     LICENSOR AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS LICENSEE, ITS AFFILIATES, REGISTERED USERS AND CUSTOMERS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, FROM AND AGAINST ANY AND ALL ACTUAL OR ALLEGED THIRD PARTY CLAIMS, ACTIONS, DAMAGES, OR OTHER LIABILITIES (INCLUDING REASONABLE ATTORNEYS’ FEES, COURT COSTS AND OTHER COSTS OF DEFENSE) CAUSED BY OR ARISING FROM, IN WHOLE OR IN PART, ANY ACT, OMISSION, ERROR, OR BREACH OF CONTRACT BY LICENSOR OR ITS SUBCONTRACTORS OF ALL TIERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS.
  2. Infringement Indemnification.
     LICENSOR SHALL INDEMNIFY AND HOLD LICENSEE, ITS AFFILIATES, REGISTERED USERS, AND CUSTOMERS AND THEIR RESPECTIVE SUCCESSORS, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS HARMLESS FROM AND AGAINST ANY AND ALL ACTIONS, CLAIMS, LOSSES, DAMAGES, LIABILITIES, AWARDS, COSTS, AND EXPENSES (INCLUDING LEGAL FEES) WHICH ARE BASED ON A CLAIM THAT (I) THE PRODUCT AND ITS SALE, LICENSE, AND USE HEREUNDER; AND/OR (II) THE PERFORMANCE OF SERVICES AND ANY ITEMS PROVIDED OR UTILIZED BY LICENSOR IN THE PERFORMANCE OF THE SERVICES VIOLATES OR INFRINGES UPON ANY COPYRIGHT, PATENT, TRADE SECRET, OR OTHER PROPRIETARY OR INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY OR CONTRIBUTES TO SUCH VIOLATION OR INFRINGEMENT (“INFRINGEMENT”). IN THE EVENT AN INJUNCTION IS SOUGHT OR OBTAINED AGAINST USE OF THE PRODUCT OR IN LICENSEE’S OPINION IS LIKELY TO BE SOUGHT OR OBTAINED, LICENSOR SHALL, AT ITS OPTION AND EXPENSE, EITHER (A) PROCURE FOR LICENSEE AND ITS APPLICABLE AFFILIATES AND APPLICABLE CUSTOMERS THE RIGHT TO CONTINUE TO USE THE INFRINGING PRODUCT AS SET FORTH IN THIS MASTER AGREEMENT, OR (B) REPLACE OR MODIFY THE INFRINGING WORK PRODUCT OR PRODUCT TO MAKE ITS USE NON-INFRINGING WHILE BEING CAPABLE OF PERFORMING THE SAME FUNCTION WITHOUT DEGRADATION OF PERFORMANCE.
  3. Indemnification Procedures.
     LICENSOR WILL: (I) NOTIFY LICENSEE, WITHIN A REASONABLE TIME, OF ANY AND ALL INFRINGEMENTS (AS DEFINED IN ARTICLE 8.3) AND INCIDENTS, DAMAGES, CLAIMS OR ACTIONS THAT ARISE OUT OF OR RESULT FROM PERFORMANCE UNDER THIS MASTER AGREEMENT; (II) CONTROL THE DEFENSE AND SETTLEMENT OF ANY SUCH CLAIM RECEIVED BY LICENSOR OR TENDERED TO LICENSOR BY LICENSEE (III) NOT SETTLE OR COMPROMISE ANY SUCH CLAIM THAT IMPOSES ANY LIABILITY OR OBLIGATION ON LICENSEE, WITHOUT LICENSEE’S PRIOR WRITTEN CONSENT. LICENSEE WILL: (I) INFORM LICENSOR, WITHIN A REASONABLE TIME, OF ANY SUCH CLAIM FOR WHICH LICENSEE IS SEEKING INDEMNIFICATION; (II) PROVIDE LICENSOR WITH REASONABLE ASSISTANCE IN THE DEFENSE OF ANY SUCH CLAIM; AND (III) HAVE THE RIGHT TO PARTICIPATE IN THE DEFENSE OF ANY SUCH CLAIM AT LICENSEE'S EXPENSE AND THROUGH COUNSEL OF LICENSEE'S CHOOSING; AND (IV)
  4. Survival. The terms and conditions set forth in this Article 8 shall survive expiration or termination of this Master Agreement.

• SUPPORT SERVICES

  Licensor shall provide the Support Services as long as it receives the Support Services Fee from the Licensee on time during the Term of this Master Agreement upon the terms and conditions stated in Exhibit B, under the applicable Hasura Order, or as otherwise agreed in writing by the Parties.

• LIMITATION OF LIABILITY

  1. Maximum Aggregate Liability.
     EXCEPT FOR FRAUD, WILFUL MISCONDUCT, BREACH OF ARTICLE 5 (“CONFIDENTIALITY”), LICENSOR’S OBLIGATIONS UNDER ARTICLE 8, (“INDEMNIFICATION”), BODILY INJURY (INCLUDING DEATH), OR TANGIBLE PROPERTY DAMAGE, THE MAXIMUM LIABILITY OF EITHER PARTY FOR ANY CLAIMS ARISING IN CONNECTION WITH THIS MASTER AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY LICENSEE TO THE LICENSOR UNDER THIS MASTER AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE OF THE EVENT GIVING RISE TO ANY SUCH LIABILITY. LICENSEE ACKNOWLEDGES THAT THE AMOUNTS PAYABLE HEREUNDER ARE BASED IN PART ON THESE LIMITATIONS. THE PARTIES AGREE THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
  2. Survival. The terms and conditions set forth in this Article 10 shall survive expiration or termination of this Master Agreement.

• TERM AND TERMINATION

  1. The Term. This Master Agreement shall commence on the first applicable Hasura Order Effective Date and remain in full force and effect until the last applicable Hasura Order issued to the Licensee is terminated. The License Fee and Support Services Fee shall be subject to an escalation every year following the Hasura Order Initial Term or Hasura Order Extended Term as applicable.
  2. Termination by Either Party. Either Party may terminate this Master Agreement and any applicable Hasura Order immediately in the event either Party (i) applies for or consents to the appointment of, or the taking of possession by a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property, (ii) makes a general assignment for the benefit of its creditors, (iii) commences a voluntary proceeding under the Federal Bankruptcy Code or under any other applicable law of the jurisdiction (collectively, “Bankruptcy Code”) relating to relief from creditors generally, or (iv) fails to contest in a timely or appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary proceeding under the Bankruptcy Code or under any other law relating to relief from creditors generally, or any application for the appointment of a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property, or its liquidation, reorganization, dissolution, or winding up.
  3. Termination by Licensor. The Licensor may terminate this Master Agreement and/or any applicable Hasura Order at any time by giving thirty (30) calendar days written notice to the Licensee.
  4. Termination upon Non-Payment of License Fee and Support Services Fee. If the License Fee and Support Services Fee due under any applicable Hasura Order is not paid within thirty (30) days from the date of receipt of invoice, then a charge of 1.5% will be levied on the pending payment. If the Licensee does not pay the License Fee and Support Services Fee within ninety (90) days from the date of receipt of invoice, Licensor shall notify Licensee of such non-payment in writing (the “Non-Payment Notice”) and may revoke the License and suspend the Support Services provided to the Licensee until such License Fee and Support Services Fee is paid (the “Suspension Period”). Licensee may not use the License during the Suspension Period. If the License Fee and Support Services Fee is not paid within thirty (30) days of the receipt of the Non-Payment Notice by Licensee, the Licensor may terminate the Master Agreement and any applicable Hasura Order.

• DISPUTE RESOLUTION

  PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH LICENSOR AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

  1. Negotiation. In the event a dispute arises between Licensee and Licensor regarding the application or interpretation of any provision of this Master Agreement, the aggrieved Party shall promptly notify the other party to this Master Agreement of the dispute. If the Parties fail to resolve the dispute within ten (10) business days after receipt of such notice, each Party shall, within five (5) business days thereafter, escalate such dispute to a member of its senior management team.
  2. Mediation. If a settlement is not achieved within ten (10) business days after a meeting between senior management representatives, then the Parties agree to attempt to resolve the dispute through mediation by submitting the dispute to mediation in accordance with the then current rules for mediation promulgated by the American Arbitration Association (“AAA”), including the Optional Rules for Emergency Measures of Protections which provide for injunctive relief and measures for the protection or conservation of property and disposition of perishable goods. The mediation proceedings shall be held in Palo Alto, California. and each Party shall bear its own expenses and an equal share of the expenses of the mediator and the fees of AAA. Such mediation will be held within thirty (30) business days of submission to AAA.
  3. Binding Arbitration. If the dispute is not resolved by mediation, then the Parties agree to resolve the dispute by binding arbitration before one arbitrator administered in accordance with the Commercial Arbitration Rules of the AAA including the Optional Rules for Emergency Measures of Protections, which provide for injunctive relief and measures for the protection or conservation of property and disposition of perishable goods. Arbitration shall be held in Palo Alto, California or such other place as the Parties may agree and shall include an award of attorneys’ fees (and the amount of such fees) to the prevailing Party. The Parties shall agree on the selection of the arbitrator. Discovery shall be limited to one set of interrogatories, one set of requests for admissions, and one set of requests for production of documents. In allowing discovery, the arbitrator shall be governed by the Federal Rules of Civil Procedure then in effect in defining the scope and direction of such discovery and the admissibility of evidence. The arbitrator shall be required to make written findings of fact and render written opinions of law. Subject to the limitations set forth in Article 10 above, any award of damages pursuant to such arbitration shall be included in a written decision signed by the arbitrator which shall state the reasons upon which the award was based, including all the elements involved in the calculation of any award of damages. The arbitrator’s award shall be final and binding, and judgment thereon may be entered in any court having jurisdiction over the Party against which enforcement is sought; provided that any such award rendered by the arbitrator shall be strictly in conformance to and in accordance with the terms and conditions of this Master Agreement including, without limitation, the limitation of liability provisions contained herein. Other than those matters involving injunctive relief as a remedy or any action necessary to enforce the award of the arbitrator, the Parties agree that the provisions of this Article 12.3 are a complete defense to any suit, action or other proceedings instituted in any court or before any administrative tribunal with respect to any dispute or controversy arising under or relating to this Master Agreement. Nothing in this Article 12.3 shall prevent either Party from exercising its rights to terminate this Master Agreement as specified herein. The Parties undertake and agree that all arbitral proceedings conducted under this Article 12.3 shall be kept confidential, and all information, documentation, and materials in whatever form disclosed in the course of such arbitral proceeding shall be used solely for the purpose of those proceedings.
  4. Opt-Out Right. YOU HAVE THE RIGHT TO OPT OUT OF BINDING ARBITRATION WITHIN THIRTY (30) DAYS OF THE DATE YOU FIRST ACCEPTED THE TERMS OF THIS SECTION BY WRITING TO: HASURA, INC. RE: OPT-OUT, 576 FOLSOM STREET, FLOOR 3, SAN FRANCISCO CALIFORNIA 94105 IN ORDER TO BE EFFECTIVE, THE OPT OUT NOTICE MUST INCLUDE YOUR FULL NAME AND CLEARLY INDICATE YOUR INTENT TO OPT OUT OF BINDING ARBITRATION. BY OPTING OUT OF BINDING ARBITRATION, YOU ARE AGREEING TO RESOLVE DISPUTES IN ACCORDANCE WITH SECTION 15.10.
  5. Survival. The provisions of this Article 12 shall survive the expiration or termination of this Master Agreement for any reason.

• FORCE MAJEURE

  In the event that either Party is unable to perform any of its obligations under this Master Agreement, or to enjoy any of its benefits, because of an event wholly beyond its control, including without limitation an electronic incident, fire, natural disaster, and an action or decree of a governmental body, to the extent that such events, or the results or consequences thereof, could not reasonably have been foreseen, prevented, avoided, or mitigated by such Party through the use of technology or practices common and prevalent in the industry (each, a “Force Majeure Event”), the Party who has been so affected shall immediately give written notice to the other Party and use reasonable efforts to resume performance. Upon receipt of such notice, performance of the affected obligations under this Master Agreement, to the extent affected by the Force Majeure Event, shall be temporarily suspended for the duration of the Force Majeure Event. If the period of nonperformance exceeds thirty (30) days from the receipt of such notice, the Party whose ability to perform has not been so affected may, by giving written notice, terminate this Master Agreement. A delay in delivery due to a Force Majeure Event shall automatically extend the delivery date for a period equal to the duration of such Force Majeure Event. Any warranty period affected by a Force Majeure Event shall likewise be extended for a period equal to the duration of such Force Majeure Event.

• MARKETING

  1. Licensor may include Licensee’s name and logos on its website and in its promotional materials in connection with the License granted and Support Services provided under this Master Agreement.
  2. Except as otherwise stated herein, Licensor will be liable for all marketing expenses incurred hereunder by it.

• MISCELLANEOUS

  1. Assignment. This Master Agreement may not be assigned, delegated, or subcontracted by either Party without the prior written consent of the other Party provided, however, that a change of control of a Party shall not be deemed an assignment hereunder and the succeeding entity agrees to be bound by the terms and conditions set forth herein. Any assignment not in compliance with this Article shall be void.
  2. Notices. Any notices pursuant to this Master Agreement shall be provided to you through via the email address or physical address you provide to Licensor during the delivery of the license. Notices to Licensor shall be in writing and be sent to the following address:
     Attn: Chief Executive Officer
     Hasura, Inc
     576 Folsom St., Floor 3,
     San Francisco, CA - 94105, USA
     [email protected]
     
     Such notices or other communications shall be deemed to have been duly given (i) upon receipt if sent to either Party by personal delivery, facsimile transmission or FedEx or other similar express delivery service, (ii) upon receipt if sent to Licensor by electronic mail, or (iii) on the fifth calendar day after the day of sending if sent by certified mail (return receipt requested). A Party may change such notice at any time upon a written communication to the other Party.
  3. Modifications. The terms and conditions of this Master Agreement, including the provisions of the attached appendices, may be modified or amended by mutually agreed contract amendments. Each amendment shall be in writing and shall identify the provisions to be changed and the changes to be made. Any acknowledgment form or other like document of Licensee or Licensor containing terms and conditions of sale or purchase shall not have the effect of modifying the terms and conditions of this Master Agreement, and the delivery of the Licensed Product and performance of Services by Licensor shall be deemed to be only upon the terms and conditions of this Master Agreement, unless both Parties provide written consent to such modified terms.
  4. Entire Agreement. This Master Agreement, together with the exhibits referenced herein, and the applicable Hasura Order is a multi-unit integrated agreement and hereto constitute a single integrated transaction and the entire understanding between the Parties with respect to the subject matter hereof, and supersede all proposals, oral or written, all previous negotiations, and all other communications between the Parties with respect to the subject matter hereof. The Parties agree that the transactions and obligations contemplated thereby are closely intertwined. No modifications, alterations or waivers of any provisions herein contained will be binding on the Parties hereto unless evidenced in writing signed by duly authorized representatives of both Parties.
  5. Severability. The determination that a provision of this Master Agreement is invalid or unenforceable shall not invalidate or render unenforceable the entire Master Agreement. Instead this Master Agreement shall be construed as if it did not contain the invalid or unenforceable provision and the rights and obligations of the Parties shall be construed and enforced accordingly.
  6. Survival. Expiration or termination of this Master Agreement for any reason shall not release either Party from any liability or obligation set forth in this Master Agreement which (i) the Parties have expressly agreed will survive any such expiration or termination, or (ii) remain to be performed or by their nature would be intended to be applicable following such expiration or termination.
  7. Relationship of Parties. The relationship between Licensee and Licensor is that of independent contractor. This Master Agreement does not create any employer employee, agency, joint venture, or partnership relationship between Licensee and Licensor, its subcontractors or their respective employees. Licensor shall exercise control over the means and manner of the performance of Services under this Master Agreement. No employee, agent, or assistant of Licensor, or other person acting on Licensor's behalf, shall be considered an employee of Licensee or entitled to any employment fringe benefits of Licensee.
  8. Waiver. Any waiver of this Master Agreement or of any covenant, condition, or agreement to be performed by a Party under this Master Agreement shall (i) only be valid if the waiver is in writing and signed by an authorized representative of the Party against which such waiver is sought to be forced, and (ii) apply only to the specific covenant, condition or agreement to be performed, the specific instance or specific breach thereof and not to any other instance or breach thereof or subsequent instance or breach.
  9. Cumulative Remedies. Except as specifically identified as a Party’s sole remedy, any rights of cancellation, termination, liquidated damages or other remedies set forth in this Master Agreement, are cumulative and are not exclusive of any other remedies to which the injured Party may be entitled. Neither Party shall retain the benefit of inconsistent remedies.
  10. Governing Law. This Master Agreement will be governed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. Each of the Parties to this Master Agreement consents to the exclusive jurisdiction and venue of the state and federal courts located in Santa Clara County, California for any actions not subject to Dispute Resolution provisions as set forth in Article 12. The rights and obligations of the Parties under this Agreement shall not be governed by the provisions of the 1980 United Nations Convention on purchase orders for the international sale of goods.