RisingWave Cloud

RisingWave Cloud Terms 1

RisingWave Cloud Terms

These RisingWave Cloud Terms (the “Agreement”), effective the ___ day of _________ 2023 (the “Effective

Date”), is made between Singularity Data Limited, a Delaware Corporation, DBA RisingWave Labs, with a

principal place of business at 95 3rd St, 2nd Floor, San Francisco, CA 94103 (“RisingWave”), and

_________________, a ______________ corporation with a principal place of business at

_________________________________ (“Customer”). RisingWave and Customer may be referred to each as a

“Party” and collectively as the “Parties”. In consideration of the mutual promises in this Agreement, the

Parties agree:

1. Definitions

A. “Cloud” means the cloud hosting service provided selected on the Order.

B. “Customer Data” means all proprietary data that Customer submits to the Service.

C. “Documentation” means RisingWave’s user information for the Software located

at: www.risingwave.dev.

D. “DPA” means the mutually executed RisingWave Data Processing Addendum attached as Exhibit C.

E. “Software” means the RisingWave software program(s) as set forth in an Order, and Software Updates

made available by RisingWave under this Agreement.

F. “Intellectual Property Rights” means patent, copyright, trade secret, trademark, or other similar

intellectual property rights of any kind or nature arising under the laws of any jurisdiction, including any

so-called “moral rights”.

G. “Software Update” means new versions of, fixes or patches to, or configuration data changes for, the

Software and Third-Party Software that RisingWav generally provides to its customers under Support and

Maintenance Services agreements.

H. “Order” means Exhibit A, and/or an order form on the RisingWave form of provisioning document that is

submitted by or on behalf of Customer and executed by or on behalf of the parties and that specifies the

Software, SaaS, and/or Support ordered by Customer, as well as the specific terms and conditions for

that particular transaction.

I. “Pay As You Go” means a month-to-month term, designated in the Order, terminable on 60 day’s prior

notice, at the end of the applicable monthly term. For clarity, this term does not apply to evaluation

licenses.

J. “SaaS Hosted Service” means the Software provided as a hosted service by RisingWave, as specified in

the applicable Order.

K. “Managed BYOC Service” means the Software, provided as a managed service deployed by RisingWave,

hosted on Customer Cloud infrastructure, as specified in the applicable Order.

L. “Customer Implemented On-Premise Service” means the Software deployed, hosted, and managed by

Customer for use on Customer’s Cloud, as specified in the applicable Order.

M. “Service Term” means the term specified in an Order beginning on the Service Term Start Date specified

in that Order, and ending at the end of the period stated therein. For clarity, this term does not apply to

evaluation licenses.

N. “Service(s)” means the SaaS Hosted Service, Managed BYOC Service, Customer Implemented On-

Premise Service, and Support, as specified on the applicable Order.

O. “Support” means the support and maintenance services, including any updates, patches,

enhancements and bug fixes for the Software that may be provided to Customer by RisingWave pursuant

to the terms of this Agreement, as specified in the Order.

P. “Authorized User” means Customer’s employees and consultants who are authorized to use Software

on Customer’s behalf subject to restrictions in this Agreement.

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Q. “Personal Data” has the meaning set forth in RisingWave’s privacy policy located at:

https://www.risingwave.com/privacy-policy/, or if the parties have entered into a DPA, the definition

provided in the DPA.

2. Access, Support

A. Access.

1. For SaaS Hosted Service, RisingWave shall promptly initiate Customer’s onboarding to the

Cloud for access to the SaaS Hosted Service. Customer shall provide all reasonable support to

assist in connecting its systems to the SaaS Hosted Service.

2. For Managed BYOC Service, Customer shall provide prompt access to its Cloud, so that the

Parties may initiate Onboarding of the Managed BYOC Service. Customer shall provide all

reasonable support to assist in connecting its systems to the SaaS Hosted Service.

3. For Customer Implemented On-Premise Service, RisingWave shall promptly deliver the

Software for electronic download and any applicable license key after RisingWave accepts an

Order and Customer issues a purchase order referencing such Order. Unless otherwise stated in

an Order, Customer is solely responsible for installing, deploying, and managing the Software on

Customer’s own computer equipment.

B. Support. RisingWave will use commercially reasonable efforts to provide Support to Customer as stated

in Exhibit B, at the support tier stated in the applicable Order. The Support terms and conditions are

subject to change at RisingWave’s discretion; however, RisingWave will not materially reduce the level of

Support during a Service Term for which Fees have been paid.

3. License and Restrictions

A. For SaaS Hosted Service and Managed BYOC Service, Subject to Customer’s performance under this

Agreement, RisingWave hereby grants Customer access to the Service during the Service Term.

B. For Customer Implemented On-Premise Service. Subject to Customer’s performance under this

Agreement, RisingWave grants to Customer a limited, nonexclusive, non-transferable license (without

the right to sublicense) during the Service Term (the Evaluation Term) to copy and use the Documentation

and install and use the Software solely in object code form on the Cloud specified devices owned or

controlled by Customer, solely for Customer’s internal use of the software.

C. For all Services, Customer may not (and may not permit any third party to 1) use the Service in excess

of the Service Limits specified in the Order, 2) use any Service for any benchmarking purposes including

running benchmark tests or publishing benchmark, performance or comparison tests or results, in whole

or in part, or 3) use any Service as an application service provider, timesharing or service bureau

purposes, or any purpose other than Customer’s own internal business as contemplated by this

Agreement.

D. If the Order does not specify the payment of any Fees or Customer signs up for the Service at

https://www.risingwave.cloud/auth/signup/ without an Order (a “No-Fee Service”) and subject to

Customer’s performance under this Agreement, RisingWave grants to Customer a limited, nonexclusive,

non-transferable license (without the right to sublicense) to copy and use the Documentation and install

and use the Software solely in object code form on compatible (in accordance with the hardware,

operating system, and other instructions provided by RisingWave) devices owned or controlled by

Customer, solely for Customer’s internal use of the software, for a Service Term of a maximum of 14

days, which may be shortened or extended at RisingWave’s sole discretion. The Service Term

commences when Customer install or first use the Software and ends at the expiration of the Service

Term, unless renewed by RisingWave in writing, or when either party chooses to Terminate the

Agreement, according to Section 5.b. Customer may not (and may not permit any third party to 1) use

any Software for any benchmarking purposes, including running benchmark tests or publishing

benchmark, performance or comparison tests or results, in whole or in part, or 2) use any Software as a

hosted service, for application service provider, timesharing or service bureau purposes, or any purpose

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other than Customer’s own internal use as contemplated by this Agreement. No-Fee Service is provided

solely at RisingWave’s discretion, and providing one version of the Software as No-Fee Service does not

indicate that RisingWave will provide another version of the Software on a similar basis or make available

any updates or upgrades, including those necessary for data security. Customer may not exceed the

“Small” Service Limits when using the No-Fee Service.

E. Important Note For No-Fee Service Customers. Customers using the No-Fee Service without

payment of fees are ineligible for Support, and the Software may not be used, directly or indirectly, in

connection with any Service that is eligible for Support. If Customer purchases a paid Service, Customer

will discontinue and/or refrain from any use of the Software obtained for no cost.

F. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, RISINGWAVE MAKES NO

WARRANTY, AND PROVIDES NO INDEMNITY, SUPPORT OR SERVICE LEVEL OBLIGATIONS WITH

RESPECT TO ANY FREE ACCESS TO THE SERVICES OR SOFTWARE.

G. General Restrictions for the Service. Customer may not (and may not permit or encourage any third

party to) reproduce, distribute, prepare derivative works of, publicly display, or publicly perform the

Service in whole or in part, or use for or provide the Service to any third party or use the Service on behalf

of any third party. Except, and solely to the extent that such a restriction is impermissible under

applicable law or applicable third party license, Customer may not (and may not permit any third party

to) (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code,

object code or underlying structure, ideas or algorithms of the Service or any other application, software,

documentation or data related to the Service, or any portion thereof; or (b) interfere with or circumvent

any feature of the Service, including, without limitation, any license key designed to monitor Customer’s

compliance with this Agreement; (c) assign, sell, lease, license, sublicense, or otherwise transfer or

attempt to transfer rights to the Service; (d) use any Service other than in accordance with this Agreement

and in compliance with all applicable laws and regulations (including but not limited to any applicable

privacy, data protection and intellectual property laws) or (e) alter or remove any copyright, trademark,

patent or other proprietary rights notices or labels that appear on or in the Service. Customer must

uninstall and delete the Service following termination or expiration of this Agreement. Customer

acknowledges that the Service may contain an automatic termination feature that renders such Service

non-functional at the end of the Service Term. If Customer uses the Services under this Agreement,

Customer may not use any version of the Software, except that which has been provided by RisingWave

to Customer with the Services. For clarity, Customer understands that it will be in material breach of this

Agreement if it obtains a copy of the Software from GitHub, then uses that copy of the Software with the

Service provided by RisingWave.

H. Ownership. As between the Parties, RisingWave alone (and its licensors, where applicable) will retain

all intellectual property rights relating to the Service and Software, and all enhancements, derivatives

and modifications thereof, and any suggestions, ideas, enhancement requests, feedback,

recommendations or other information provided by Customer or any third party relating to the Service

and Software, including all applicable Intellectual Property Rights therein, are all assigned to

RisingWave. Customer shall retain ownership of all Customer Data, and no rights to Customer’s

Confidential Information or Customer data are transferred or assigned to RisingWave, except to use the

data as permitted under this agreement. The Software is licensed only, and nothing in this Agreement

shall be interpreted or construed as a transfer or sale of RisingWave’s ownership rights in the Software.

Neither party shall challenge the other’s Intellectual Property Rights. Customer shall not challenge or

cause any third party to challenge the validity or enforceability of RisingWave’s Intellectual Property

Rights. The Software is subject to the publicly available Apache 2.0 license. In the event of a conflict

between this Agreement and the Apache 2.0 license, the Apache 2.0 license will control as to the

Software only. A copy of the Apache 2.0 License is provided at:

https://github.com/risingwavelabs/risingwave/blob/main/LICENSE.

I. Operational Metrics. RisingWave may collect information based on Customer’s use of the Service.

Such information may be used for any lawful purposes, except that it may not be used in any way that

discloses Personal Data or Customer’s identity to unauthorized third parties.

4. Confidentiality

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A. “Confidential Information” of a party means any confidential or proprietary knowledge, information,

materials, or trade secrets in which such party has rights, disclosed to the other party (“Receiving Party”),

and which either party would reasonably expect or consider confidential or proprietary information,

including but not limited to, information regarding business methods, products, services, finances,

customers and potential customers, suppliers, pricing and rates, costs, expenses, marketing,

technologies, properties, specifications, personnel, or organization, in various media, including but not

limited to, oral, written, and electronic data form. RisingWave’s Confidential Information includes all

Software, Documentation, and any other technical information related thereto.

B. Confidentiality. During the Subscription or Evaluation Term and continuing until such time Confidential

Information becomes subject to an exception in Section 3.e, each Receiving Party: (i) shall treat as strictly

confidential all Confidential Information disclosed by the other party (the “Disclosing Party”); (ii) shall not

disclose, disseminate, distribute, or transfer such Confidential Information to any third party other than

Receiving Party’s personnel with a need to know such information for this Agreement and who are bound

by written obligations of confidentiality no less restrictive than the terms of this Agreement without written

consent of Disclosing Party; (iii) shall not use such Confidential Information except solely for its

performance under this Agreement; and (iv) shall protect the Confidential Information by using at least the

same care as the Receiving Party uses to protect its own confidential information of like nature to prevent

any unauthorized access, use, dissemination, or publication of such Confidential Information, but in no

event less than reasonable care. The Receiving Party shall promptly notify the Disclosing Party in writing if

Receiving Party learns of any unauthorized access, use, dissemination, or publication of such Confidential

Information.

C. Compelled Disclosure. Upon prior written notice (to the extent legally permissible) to the Disclosing

Party, the Receiving Party may disclose Disclosing Party’s Confidential Information to the extent: (i)

required by law or regulation to be disclosed; or (ii) required by order of a court or other governmental

body. The Receiving Party agrees to assist the Disclosing Party (at the Disclosing Party’s expense) in all

proper ways to limit or prevent the disclosure of such Confidential Information, and to obtain confidential

treatment for any information so disclosed.

D. Return of Materials. The Receiving Party will return or destroy all Confidential Information (including all

copies) received from the Disclosing Party within its possession, custody, or control promptly upon

termination or expiration of this Agreement or upon the earlier written request of the Disclosing Party. At

the request of the Disclosing Party, after such return or destruction, the Receiving Party shall certify in

writing that such return or destruction has been accomplished.

E. Exceptions. Confidential Information does not include information which as evidenced in writing by the

Receiving Party: (i) is known to the Receiving Party or later received from a third party, in each case with no

confidentiality restriction; or (ii) is publicly known or becomes publicly known and made generally available

through no wrongful act of the Receiving Party.

F. Privacy Policy and DPA. Customer is solely responsible for publishing and maintaining a privacy policy

that adequately provides all notices and obtaining all rights and consents regarding the collection, use,

and disclosure of Customer Data and as otherwise provided to RisingWave and will indemnify and hold

harmless RisingWave from any harm arising because of or for any violation of the foregoing. Customer will

not provide RisingWave any Personal Data under this Agreement unless Customer have entered into a DPA.

For Managed BYOC Service, and Customer Implemented On-Premise Service, Customer is wholly

responsible for Customer Data. For SaaS Hosted Service, Customer is responsible for the content of

Customer Data. For all Services, Customer has the obligation to backup all Customer Data to avoid loss

before, during and after using the Services. RisingWave is not responsible for Customer Data loss. To the

extent a DPA has been mutually executed, it is hereby incorporated into this Agreement.

5. Term and Termination

A. Term. This Agreement commences on the date Service Term Start Date and continues for the Service

Term, unless terminated earlier under Section 5.b below.

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B. Termination. This Agreement may be terminated by a party at any time if the other party breaches any of

its material obligations under this Agreement and the breach, if capable of being cured, is not cured within

thirty (30) days from receipt of written notice of such breach.

C. Effect of Termination. Upon the expiration or termination of this Agreement, all licenses shall

immediately terminate, and Customer shall cease all use of the Service and Software. Sections 1, 3.c,

3.f, 3.g, 3.h, 3.i, 4, 5.c, 6, 7a, 7b, 7c, 7d, 9, 11, 12 shall survive the expiration or termination of this

Agreement.

6. Third Party Software

The Service and/or Software may be distributed with certain third-party software components, including open-

source software licensed under open-source licenses (the “Third-Party Software”). Information regarding

such Third-Party Software and their terms is available within the Documentation. Nothing herein is intended,

nor shall be deemed or interpreted, to limit or restrict any rights Customer may have under such separate

terms. Such Third-Party Software is licensed to Customer under the applicable third-party license. Upon

request and at no charge, RisingWave will provide Customer with a copy of the source code to Third Party

Software which is open source software. Customer may not modify or make derivative works of Third Party

Software for use with the Service or Software.

7. Fees and Payment

A. Fees. Customer will pay RisingWave the fees for the Services as set forth in the applicable Order

(“Fees”). Customer acknowledges and agrees that if Customer’s use of the Software exceeds the Service

Limits set forth on the applicable Orders or otherwise requires the payment of additional fees (per the

terms of this Agreement), Customer shall be invoiced for such usage and Customer agrees to pay the

additional fees in accordance with this Section 5. This clause is not the exclusive remedy for Customer’s

excess use of the Service and/or Software.

B. Payment Terms. Except as otherwise specifically set forth on an Order, all fees are due and payable

within thirty (30) days after the date of invoice. Renewal Fees for any renewal Service Term (if purchased

by Customer) will be due and payable within thirty (30) days of expiration of the then- current term. If Fees

are not paid when due, Customer must discontinue use of the Service and Software and RisingWave may

suspend its performance, including its delivery of Support. All Orders (including multi-year Subscriptions

with annual payment schedules) are non-cancellable and all amounts paid are non-refundable, unless

otherwise expressly set forth herein. Any invoiced amount not received by the due date will accrue late

interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by

applicable law, whichever is lower.

C. Taxes. Fees are exclusive of taxes. Customer will pay any sales, use, value added, surtax and personal

property taxes, duties, fees and other governmental assessments or charges arising out of this Agreement

and the transactions contemplated herein, excluding taxes based on RisingWave’s net income. Customer

will make all payments free and clear of, and without reduction for, any withholding taxes.

D. Reconciliation. At RisingWave’s request from time to time, not exceeding once per quarter, Customer

will provide RisingWave with a report detailing its use of the Service and/or Software, including its non-

production and/or production use and using the self-monitoring capabilities of the Software or other

means, and RisingWave may inspect Customer’s records related to such report not more frequently than

annually to ensure payment of Fees. Any on site review will be conducted during regular business hours

at Customer’s offices and will not unreasonably interfere with Customer’s business. The parties will use

reasonable good faith efforts to promptly resolve any discrepancies between licensed usage and actual

usage.

8. Limited Warranty

A. CUSTOMER ACKNOWLEDGE THAT NO WARRANTY IS PROVIDED FOR THE NO-FEE SERVICE, AND FOR

ALL OTHER SERVICES, EXCEPT AS PROVIDED BELOW, RISINGWAVE AND ITS SUPPLIERS AND

LICENSORS HEREBY DISCLAIM ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED,

OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY,

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FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AVAILABILITY, OR

RESULTS. RISINGWAVE DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE OR THAT THE

SOFTWARE WILL WORK WITHOUT INTERRUPTIONS.

B. EXCEPT FOR NO-FEE SERVICE, RisingWave warrants to Customer that during the Service Term (“Warranty

Period”), the Software and provided Third Party Software will conform in all material respects to the

applicable Documentation. Any claims under this warranty must be in writing specifying the claim and

must be received by RisingWave within the Warranty Period. If the Software fails to conform to this

warranty, then RisingWave shall have thirty (30) days following receipt of Customer’s warranty claim to

make commercially reasonable efforts to repair or replace the Software at no charge to Customer. If

RisingWave is unable to repair or replace the Software During the Warranty period, Customer may

terminate this Agreement and receive a pro-rated refund of Subscription Fees paid for the defective

Software. No Refund is provided for Pay As You Go Fee, Data Transfer Fees, or Data Storage Fees. This

Section states RisingWave’ sole obligation and Customer’s sole remedy for any breach of this warranty.

9. Customer’s Responsibilities

A. Customer is solely responsible for the development, content, operation, maintenance, and use of

Customer Data. For example, Customer is solely responsible for:

1. the technical operation of Customer Data, including ensuring that calls Customer make to any

Service are compatible with then-current APIs for that Service;

2. compliance of Current Data with third party Acceptable Use Policies and the law;

3. any claims relating to Customer Data; and

4. properly handling and processing notices sent to Customer (or any of Customer’s affiliates) by

any person claiming that Customer Data violates such person’s rights, including notices

pursuant to the Digital Millennium Copyright Act.

B. Customer is responsible for properly configuring and using the Software and taking Customer’s own steps

to maintain appropriate security, protection and backup of Customer Data. Such steps may include the

use of encryption technology to protect Customer Data from unauthorized access and routine archiving

of Customer Data.

C. By default, the Software is provided without host machines or networks, meaning that Customer must

select those hosts and networks onto which to install the Software, and Customer is solely responsible

for appropriately managing, restricting and monitoring such access and access controls.

D. Log-in credentials and private keys generated by the Software are for Customer’s internal use only and

Customer may not sell, transfer, or sublicense them to any other entity or person, except that Customer

may disclose Customer’s private key to Customer’s agents and subcontractors to perform work permitted

by this Agreement on Customer’s behalf.

E. Customer acknowledges that Customer should implement appropriate protections for Customer Data.

10. Indemnification

a. Indemnification by RisingWave. RisingWave shall, at its expense, defend, or at its option settle, any

unaffiliated third party claim brought against Customer to the extent the claim alleges that the Software

(excluding any Third Party Software) as delivered to Customer and used as authorized in this Agreement and

as provided in any instructions or documentation, infringes any U.S. Patent or copyright of any third party,

and will pay any amounts finally awarded thereon or agreed to by RisingWave in settlement thereof; provided

that Customer provide RisingWave with: (i) prompt written notice of such claim; (ii) sole control over the

defense and settlement of such claim; and (iii) all information and assistance reasonably requested by

RisingWave for the defense and settlement of such claim.

In the event an injunction is issued in such claim, RisingWave may terminate this Agreement.

b. Limitations. RisingWave will have no obligation to indemnify for any claim of infringement to the extent

such claim arises out of or is based upon: (i) use of the Software combined with software, products, or

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services not provided by RisingWave; (ii) any alteration or modification of the Software, in whole or in part, not

made by RisingWave; (iii) Customer’s failure to use the Software under this Agreement or instructions

provided by RisingWave, or otherwise using the Software for purposes for which it was not designed or

intended; (iv) use of Software provided by RisingWave to comply with the designs, specifications, or

requirements requested by Customer; (v) any Third Party Software, or (vi) use of any specified release of the

Software after RisingWave notifies Customer that continued use of such release may subject Customer to a

claim of infringement, if RisingWave provides Customer with a replacement release.

c. Disclaimer. THE FOREGOING PROVISIONS OF THIS SECTION STATE THE ENTIRE LIABILITY AND

OBLIGATIONS OF RISINGWAVE, AND THE EXCLUSIVE REMEDY TO CUSTOMER, WITH RESPECT TO ANY

ACTUAL OR ALLEGED INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS BY THE

SOFTWARE OR ANY PART THEREOF.

d. Indemnification by Customer. Customer will defend, indemnify, and hold Risingwave, its affiliates,

suppliers and licensors harmless and each of their respective officers, directors, employees and

representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including

reasonable attorneys’ fees) arising out of or relating to any third party claim with respect to: (a) Customer

Data; (b) breach of this Agreement or violation of applicable law by Customer; or (c) alleged infringement or

misappropriation of third-party’s intellectual property rights or privacy rights resulting from Customer Data.

11. Limitation of Liability

EXCEPT WITH RESPECT TO LIABILITY FOR BREACH OF CONFIDENTIALITY OBLIGATIONS, INDEMNITY

OBLIGATIONS, MISUSE OR BREACH OF INTELLECTUAL PROPERY RIGHTS, UNDER NO CIRCUMSTANCES,

INCLUDING NEGLIGENCE, WILL A PARTY OR ANY OF ITS LICENSORS OR SUPPLIERS BE LIABLE HEREUNDER

FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, RELIANCE, SPECIAL OR CONSEQUENTIAL

DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOSS OF BUSINESS, LOSS OF USE, LOST PROFIT, LOSS

OF DATA, OR DAMAGE TO NETWORKS OR EQUIPMENT. RISINGWAVE’S TOTAL LIABILITY ARISING OUT OF OR

RELATING TO THIS AGREEMENT OR ANY SOFTWARE OR SERVICE SHALL NOT EXCEED THE AMOUNT PAID BY

CUSTOMER FOR THE RESPECTIVE SOFTWARE OR SERVICE TO WHICH THE CLAIM RELATES DURING THE

TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE APPLICABLE CLAIM. THE FOREGOING

LIMITATIONS APPLY WHETHER A PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES AND

IRRESPECTIVE OF THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN. CUSTOMER

ACKNOWLEDGES THAT RISINGWAVE’S ABILITY TO OFFER THE SOFTWARE TO CUSTOMER AT THE RATES

PROVIDED IS AND THAT THE LIMITATIONS IN THIS SECTION REPRESENT A REASONABLE ALLOCATION OF

RISK FOR THE PARTIES.

12. Miscellaneous

A. Any notice required or permitted to Customer shall be given in writing to the email address provided by

Customer. Any notice required or permitted to RisingWave shall be given in writing to: RisingWave, 95 3rd

St. 2nd Floor. San Francisco, California 94103, US, or as RisingWave may substitute by written notice.

RisingWave may provide operational notices through the Service.

B. The Agreement will be governed by and construed under the laws of the State of California, without giving

effect to any principles of conflicts of law, and any dispute arising shall be subject to the exclusive

jurisdiction and venue of the courts in San Francisco County, California. The parties agree that the

Uniform Computer Information Transaction Act (or any statutory implementation of it) and the United

Nations Convention on the International Sale of Goods will not apply regarding this Agreement or the

parties’ relationship.

C. This Agreement, and any rights and licenses granted, may not be transferred or assigned by Customer

without the prior written consent of RisingWave and any attempted assignment in violation of the

foregoing will be void. For the foregoing, “assignment” will not include any transaction or series of related

transactions in which any previously unaffiliated third party obtains control, directly or indirectly, over

Customer, including by sale of stock, merger, law, or otherwise. RisingWave may assign this Agreement

without restriction. Subject to the foregoing, this Agreement will be binding upon the parties’ respective

successors and permitted assigns.

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D. This Agreement, constitutes the entire agreement of the parties regarding the subject, and supersedes all

previous communications and agreements between the parties regarding the subject. No amendment or

modification will be valid or binding upon either party unless made in writing and signed by the authorized

representatives of both parties. This Agreement supersedes all terms in any purchase order or other

document submitted by Customer that are additional to or inconsistent with this Agreement, and all such

terms are rejected. If a portion of this Agreement is held unenforceable, the unenforceable portion will

be construed under applicable law nearly as possible to reflect the original intentions of the parties, and

the remainder of the Agreement will remain in full force and effect.

E. Failure to strictly enforce any provision of this Agreement will not be construed as a waiver of any provision

or right, and waiver by either party of a breach of any provision or the failure by either party to exercise any

right shall not operate or be construed as a waiver of any later breach of that right or as a waiver of any

other right.

F. The parties agree that during negotiations, drafts will properly show redlined changes.

G. Customer agrees to comply with all U.S. and foreign export control laws and regulations applicable to the

Software licensed.

H. The parties may use logos and names of the other party for marketing purposes only. This Agreement will

not create or be deemed to create any agency, partnership, or joint venture between the parties.

I. User Outside the U.S. If Customer is using the Service or Software or Documentation outside the U.S.,

then the following shall apply: (a) Customer confirm that this Agreement and all related documentation is

and will be in the English language; (b) Customer is responsible for complying with any local laws in

Customer’s jurisdiction which might impact Customer’s right to import, export or use the Software and

Documentation, and Customer represent that Customer have complied with any regulations or

registration procedures required by applicable law to make this license enforceable.

J. Export Controls. The Software and Documentation and the underlying information and technology may

not be downloaded or otherwise exported or re-exported (a) into (or to a national or resident of) any

country to which the U.S. has embargoed goods; or (b) to anyone on the U.S. Treasury Department’s list

of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By

downloading or using the Software and/or Documentation, Customer is agreeing to the foregoing and

Customer represent and warrant that Customer is not located in, under the control of, or a national or

resident of any such country or on any such list and Customer agree to comply with all export laws and

other applicable laws.

K. U.S. Government End Users. The Software and Documentation each were developed by private financing

and constitute “Commercial Items,” as that term is defined at 48 C.F.R. 2.101. The Software consists of

“Commercial Computer Software” and “Commercial Computer Software Documentation,” as such

terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through

227.7202-4, all U.S. Government End Users acquire only those rights in the Software and the

Documentation that are specifically provided by this Agreement. Consistent with 48 C.F.R. 12.211, all

U.S. Government End Users acquire only technical data and the rights in that data customarily as

specifically provided in this Agreement.

[Signature Page Follows}

Signature Page to RisingWave Cloud Terms

IN WITNESS WHEREOF, the undersigned have executed this Agreement by their duly authorized

representatives, intending to be legally bound.

Customer:

RisingWave:

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[INSERT]

Singularity Data Limited

By:

Name:

Title:

By:

Name:

Title:

Exhibit B - RisingWave Support & SLA 1

EXHIBIT B

SUPPORT

AND

SERVICE LEVEL AGREEMENT

This Exhibit defines the Support terms and Service Level Agreement (“SLA”) between RisingWave and

Customer. This Exhibit does not apply to No-Fee Service.

1. Definitions. All capitalized terms not defined below shall have the meaning in the RisingWave Cloud

Terms.

1.1. “Annual Uptime Percentage” is calculated by subtracting from 100% the percentage of 5-minute

periods during the Service Year in which Service was in the state of “Service Unavailable.” If

Customer has been using Services for less than 365 days, Customer’s Service Year is still the

preceding 365 days but any days prior to Customer’s use of the service will be deemed to have had

100% Service Availability. Any downtime occurring prior to a successful Service Credit claim

cannot be used for future claims. Annual Uptime Percentage measurements exclude downtime

resulting directly or indirectly from any SLA Exclusion (defined below).

1.2. “Error(s)” means any verifiable and reproducible failure of the Service to materially conform to the

specifications in the Documentation unless such failure (a) results from Customer’s misuse or

improper use of the Service; (b) does not materially affect the operation and use of the Service; (c)

results from the modification by Customer or any third party of the Service in a fashion not

contemplated by the Agreement; (d) results from Customer’s failure to implement in a timely

manner any improvements or modifications to the Service provided to Customer; (e) results from

Customer’s failure to use minimum system configurations as stated in the Documentation, or (f)

results from hardware, software, internet access, cloud services and all other systems and

infrastructure Customer is responsible to provide for using the Services.

1.3. “Eligible Credit Period” is a single month in which the most recent Unavailable event in the SLA

claim occurred.

1.4. “Response Time” The Response Time is the time to an acknowledgement to Customer of the service

request.

1.5. “Service Credit” is a dollar credit that RisingWave may credit back to Customer under a Sales Order

for Services.

1.6. “Service Unavailable” means that access to the Service is “Unavailable” to Customer.

1.7. “Service Year” is the preceding 365 days from an SLA claim.

1.8. “Critical” means the applicable Service is non-functional or inoperative causing a severe impact on

customer's business operations, with no workaround available.

1.9. “High” means important features are unavailable causing significant or ongoing interruptions of use

of critical functions with no acceptable workaround available.

1.10. “Medium” means important features are unavailable but workaround is available, causing

minor or no interruptions of customer's business operations.

1.11. “Low” means any general questions, enhancement requests, or minor issues causing little

or no interruptions on customer's business operations.

1.12. “Workaround” means a temporary solution to an Error that RisingWave has implemented, or

enabled Customer to implement and that allows the Service to regain functionality under the

Documentation.

1.13. “Unavailable” means the Service may not be accessed or is severely restricted for a period

of over 5 minutes due to circumstances within RisingWave’s control.

Exhibit B - RisingWave Support & SLA 2

2. Support Services.

2.1 Support. RisingWave shall provide Support at the tier specified in the applicable Order. These

Support tiers are described as follows:

Support Tier

Community

Standard

Premium

Service Hours

9x5 (8am-5pm PT)

24x7

Response Time

Critical

Best Effort

4 hours

1 hour

High

Best Effort

12 hours

4 hours

Medium

Best Effort

24 hours

12 hours

Low

Best Effort

48 hours

24 hours

Dedicated Slack Channel

Yes

Max Technical Contacts

Named Support Engineer

Yes

Solution Engineer Access

2 Hours/Month

8 Hours/Month

a) Resolution. No resolution time is provided, however RisingWave shall work expeditiously to

resolve and/or implement Workarounds for any critical or high support requests. RisingWave

shall use its sole reasonable discretion when categorizing support requests.

b) Exclusions from Support Services. RisingWave shall have no obligation to provide support

services for Services for any Customer hardware, software, or third party services and systems,

such as cloud testing serviced used by Customer for use of the Service or for any failure or defect

in the Services caused by: (i) the improper use, alteration, or damage of the Services by Customer

or persons not authorized by RisingWave; (ii) modifications to the Services not provided or

approved in writing by RisingWave; (iii) hardware, applications or other software not provided or

approved in writing by RisingWave or that do not meet minimum configuration requirements as

stated in the Documentation; (iv) hardware or internet failures.

c) Additional Services. If RisingWave performs services at Customer’s request beyond the support

services in this exhibit, Customer shall be billed at RisingWave’s then current charges for such

services. RisingWave shall be under no obligation to provide any such services.

2.2 Customer Responsibilities.

a) Errors. Customer agrees to notify RisingWave in writing promptly following the discovery of any

Error via contact@risingwave-labs.com. or dedicated Slack channel if applicable. Upon

discovery of an Error by Customer, Customer agrees, if requested by RisingWave, to submit

promptly to RisingWave a listing of output and any other data, including the operating conditions

under which the Error occurred or was discovered, that RisingWave may reasonably require to

reproduce the Error. Such listings, data, and requested information shall be deemed

RisingWave’s Confidential Information.

b) Point of Contact. Customer shall promptly identify technical contacts prior to the start of

Services. Customer may change technical contacts no more than once per calendar quarter.

3. Service Commitments and Service Credits

3.1 RisingWave will use commercially reasonable efforts to make Services available with an Annual

Uptime Percentage (defined below) of at least 99.9% during the Service Year excluding planned

Exhibit B - RisingWave Support & SLA 3

maintenance. In the event the Service does not meet the Annual Uptime Percentage commitment, Customer

will be eligible to receive a Service Credit as described below.

3.2 If the Annual Uptime Percentage for a customer drops below 99.9% for any consecutive 30-day

period during the Service Year, that customer is eligible to receive a Service Credit equal to the of ratable

monthly License Fee for the Eligible Credit Period, in accordance with the Service Credit Table below. A

customer can file a claim any time their Annual Uptime Percentage over the trailing 365 days drops below

99.9%, to a maximum of 10% of annual Fees.

Service Credit Table

Target Availability

Monthly Uptime Percentage

Service Credit

Credit Tier 0

99.9% or higher

None

Credit Tier 1

99.00% - 99.89%

5% of monthly fees

Credit Tier 2

97.00% - 98.99%

20% of monthly fees

Credit Tier 3

95.00% - 96.99%

35% of monthly fees

Credit Tier 4

< 95.00%

50% of monthly fees

3.3 RisingWave will apply any Service Credits against future payments otherwise due from

Customer and then at renewal of the Services. Service Credits shall only entitle Customer to a refund if and

when the Service is not renewed. Service Credits may not be transferred or applied to any other account, or

Order. Customer’s sole and exclusive remedy for any unavailability of the Services is the receipt of a Service

Credit under the terms of this SLA.

4. Services Credit Request and Payment Procedures

4.1 To receive a Service Credit, Customer must submit a request by sending an e-mail message to

contact@risingwave-labs.com. To be eligible, the credit request must (i) include Customer’s account name

in the subject of the e-mail message; (ii) include, in the body of the e-mail, the dates and times of each

incident of Service Unavailable that Customer claims to have experienced; (iii) include Customer’s server

request logs that document the errors and corroborate Customer’s claimed outage (any confidential or

sensitive information in these logs should be removed or replaced with asterisks); and (iv) be received by

RisingWave within thirty (30) business days of the last reported incident in the SLA claim. If the Annual

Uptime Percentage of such request is confirmed by RisingWave and is less than 99.9% for the Service Year,

then RisingWave will issue the Service Credit to Customer within one billing cycle following the month in

which the request occurred. Customer’s failure to provide the request and other information as required

above will disqualify Customer from receiving a Service Credit,

5. SLA Exclusions

5.1 The Service Commitment does not apply to any suspension or termination of Services or any

other Services performance issues: (i) caused by factors outside of RisingWave’s reasonable control,

including any force majeure event or Internet access or related problems beyond the demarcation point of

the Services; (ii) that result from any actions or inactions of Customer or any third party; (iv) that result from

Customer’s equipment, software or other technology and/or third party equipment, software or other

technology (other than third party equipment within RisingWave’s direct control); (v) that result from failures

of individual instances not attributable to Services Unavailability; or (vi) arising from RisingWave’s

suspension and termination of Customer’s right to use the Services (collectively, the “SLA Exclusions”). If

availability is affected by factors other than those explicitly listed in this agreement, RisingWave may issue a

Service Credit considering such factors in RisingWave’s sole discretion.

Exhibit B - RisingWave Support & SLA 1