RisingWave Terms and Conditions 1

RisingWave Terms and Conditions

These RisingWave 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 RisingWave 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. “Product” means the Software or Services, as applicable and as indicated in the Order.

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

the applicable Order.

L. “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.

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

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

N. “Subscription Term” means the term specified in an Order beginning on the Subscription 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.

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

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

P. “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.

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

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

R. “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. Where SaaS Hosted Service is indicated in the Order, RisingWave shall promptly initiate

Customer’s onboarding to the RisingWave 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. Where Managed BYOC Service is indicated in the Order, Customer shall provide prompt

access to the Customer’s 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. Where Customer Implemented On-Premises Service is indicated in the Order, 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 Subscription Term for which Fees have been paid.

3. Service, License and Restrictions

A. For SaaS Hosted Service and Managed BYOC Service, Only where the Order indicates a SaaS

Hosted Service or Managed BYOC Service, , RisingWave shall provide Customer with access to

the Product as a Service during the Subscription Term.

B. For Customer Implemented On-Premises Service. Only where the Order indicates a Customer-

Implemented on-premises service, subject to the conditions and limitations of this Agreement ,

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

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

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

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

C. Limitation. Customer may not (and may not permit any third party to 1) use the Product in excess of the

Service Limits specified in the Order, 2) use any Product 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 Product 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.

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D. Evaluation. 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 Option”), 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 Subscription Term of a maximum of 14 days, which may be shortened or extended at

RisingWave’s sole discretion. The Subscription Term commences when Customer installs or first uses

the Software and ends at the expiration of the Subscription 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 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 Option without payment

of fees are ineligible for Support, and the Product 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 Product obtained under a No-Fee Option .

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 NO FEE OPTION PRODUCT .

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

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

Product 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 Product

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 Product 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 Product

Service; (d) use any Product Service other than in accordance 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 Product. Where For Customer Implemented On-Premise Service is indicated in the

Order, Customer must uninstall and delete the Software following termination or expiration of this

Agreement. Customer acknowledges that the Software may contain an automatic termination feature

that renders such Software non-functional at the end of the Subscription 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

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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.

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.

J. RisingWave Open-Source Software. Rising Wave may make certain components of the Software or

Service separately generally available under open source or source-available licenses. The rights

granted to Customer hereunder are in addition to any rights granted to Customer under such licenses.

For avoidance of doubt, any restrictions in such licenses will not apply to the licenses granted under

this Agreement. This Agreement will not vitiate the rights granted to Customer under such licenses.

However, if Customer violates any such license, that violation will be deemed a breach of this

Agreement.

4. Confidentiality

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.

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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 has entered a

DPA. For Managed BYOC Service, and Customer Implemented On-Premises 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 Subscription Term Start Date and continues for the

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

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, 3.j, 4, 5.c, 6, 7,8.a, 9, 10, 11, 12 shall survive the expiration or termination of this

Agreement.

6. Third Party Software

The Service and/or Software may be provided to Customer 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 where the applicable third-party open source license

requires RisingWave to do so.

7. Fees and Payment

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

(“Fees”). Customer acknowledges and agrees that if Customer’s use of the Product 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. This clause is not the exclusive remedy for Customer’s

excess use of the Product.

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 Subscription 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

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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,

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. EXCEPTION FOR NO-FEE SERVICE, RisingWave warrants to Customer that during the Subscription

Term (“Warranty Period”), the Product 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 Product 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 Product at no charge to Customer. If

RisingWave is unable to repair or replace the Product during the Warranty period, Customer may

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

Product. 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.

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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

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 PROPERTY 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

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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.

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 Product 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 Product 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

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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 Product 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 Terms & Conditions

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

representatives, intending to be legally bound.

Customer:

[INSERT]

RisingWave:

Singularity Data Limited

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By:

Name:

Title:

By:

Name:

Title:

RisingWave Terms and Conditions 1