THESE SYNADIA EDUCATION SERVICE TERMS (“EDUCATION TERMS”) SETS FORTH THE TERMS AND CONDITIONS APPLICABLE TO SYNADIA INSTRUCTOR LED TRAINING SERVICES AND OTHER CORRESPONDING SERVICES PURCHASED FROM SYNADIA COMMUNICATIONS INC. AS SPECIFIED UNDER AN ORDER FORM. PLEASE READ THE EDUCATION TERMS BEFORE PURCHASING SERVICES FROM SYNADIA. BY MUTUALLY EXECUTING ONE OR MORE ORDER FORMS WITH SYNADIA WHICH REFERENCE THESE EDUCATION TERMS (EACH, AN “ORDER”), YOU (“CUSTOMER”) AGREE TO BE BOUND BY THESE EDUCATION TERMS (TOGETHER WITH THE ORDERS, THE “AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS. IN ADDITION, ANY ONLINE ORDER WHICH YOU SUBMIT VIA SYNADIA’S STANDARD ONLINE PROCESS AND ACCEPTED BY SYNADIA SHALL BE DEEMED MUTUALLY EXECUTED. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND SUCH ENTITY TO THESE EDUCATION TERMS. IF THESE EDUCATION TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH EDUCATION TERMS.

1. Services. Synadia will use reasonable commercial efforts to perform for Customer the education services, encompassing instructor led training courses (“Training Services”) and other corresponding services as may be set forth in an Order (“Services”). Synadia’s standard Training Services are described in the Statement of Work (“SOW”) set forth in Exhibit A, incorporated to and governed by these Education Terms. Synadia shall be entitled to invoice Customer, and Customer shall pay, Synadia’s Services Fees for the corresponding Services which are captured under an Order. Synadia shall also invoice Customer, and Customer shall pay, any Synadia Additional Fees, as may be set forth in an Order. Customer shall be responsible for covering its own travel expenses related to receiving the Services, and as applicable to onsite Services, the rental and expense of a training space as may be necessary. Customer understands that Synadia’s performance is dependent in part on Customer’s actions. Accordingly, any dates or time periods relevant to performance of Services by Synadia shall appropriately and equitably be extended to account for any delays resulting from changes otherwise due to Customer, and Synadia will not be liable in any way for such delays even if delivery of the Services extends beyond the time specified in the Order.

2. Fees & Payment. Unless otherwise specified in the Order, payments of amounts set forth on invoices are due net thirty (30) days from Synadia’s invoice date. As applicable only to onsite Services, unless otherwise stated in the Order, if the Synadia personnel providing the Services are required to travel more than thirty (30) miles to the Customer training facility, Synadia reserves the right to invoice Customer for applicable reasonable travel expenses, including travel to and from the training facility, hotel, and per diem expenses. All fees due under an Order are in USD. Synadia will invoice Customer for all fees set forth under the Order upon delivery of the Services, unless otherwise as set forth in the applicable Order. All payments are non-refundable and not subject to set-off. Past due invoices are subject to interest on any outstanding balance of the lesser of 1.5% per month or the maximum amount permitted by law. In addition, Customer shall be responsible for all taxes associated with the purchase of Services (excluding taxes based on Synadia’s net income). Additional fees may apply if additional individuals access the Services beyond the amount set forth in the Order. At any time upon request, Synadia will be entitled to audit or have audited all relevant systems and records to assure compliance with the Agreement; any audit showing noncompliance will be at Customer’s expense.

3. Intellectual Property.

3.1 Synadia will retain all right, title and interest in and to all training materials, deliverables, documentation, and course content provided as part of the Services (“Training Materials”). Synadia likewise will retain all right, title and interest in any copies and derivative works of the Training Materials, and other intellectual property and moral rights related thereto or created, used or provided with the Services, and any and all tools, know-how, and techniques used by Synadia to create the Training Materials and provide the Services (“Synadia Intellectual Property”). Synadia grants Customer a limited, personal, non-exclusive, non-sublicensable, nontransferable, non-assignable license to access and use the Training Materials, to the extent necessary for purposes of participating in the ordered Services and for its internal education purposes related to its use of the separately licensed Synadia products and services. The license granted in this section is not a transfer or sale of Synadia’s or its licensor’s ownership right in the Training Materials (including any copies) or the Synadia Intellectual Property.

3.2 No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement. Customer may not provide access to the Training Materials to any third party. Customer may not and may not permit any employee, contractor, consultant and or any other third party to: (i) modify, translate or create derivative works of the Training Materials; (ii) copy, rent, lease, distribute, resell, pledge, assign, or otherwise transfer or encumber rights to the Training Materials; (iii) make any recording of the Training Materials and/or the Services; (iv) publicly perform or publicly post or provide public access to the Training Materials (and/or any of its content) in any way (including but not limited to sharing content of or access to the Training Materials on a blog, slack or other social media sites); (v) use the Training Materials for the benefit of a third party; or (vi) remove or otherwise alter any proprietary notices or labels from the Training Materials or any portion thereof.

4. Confidential Information.

4.1 Each party (“Receiving Party”) agrees that for all Confidential Information (as defined herein) it obtains from the other party (“Disclosing Party”) (i) it will use the same degree of care that it uses to protect its own confidential information of like kind (but not less than reasonable care), (ii) not use any Confidential Information of the Disclosing Party for any purpose outside of the scope of this Agreement; and (iii) limit access to Confidential Information of the Disclosing Party to those of its employees and contractors who need that access for purposes and as is consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Confidential Information is defined as that information that is marked as Confidential or Proprietary Information at the time of disclosure or immediately thereafter; is disclosed verbally and identified as confidential or proprietary at the time of disclosure or immediately thereafter; or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Synadia’s business, technical, financial information and all Training Materials shared as part of the Services is considered Synadia Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information it can document: (i) is generally available to the public other than through breach of this Agreement; (ii) is rightfully disclosed to the Receiving Party by a third party; or (iii) is independently developed by the Receiving Party without use of any Confidential Information of the Disclosing Party. Because of the unique and proprietary nature of the Confidential Information, it is understood and agreed that the Disclosing Party’s remedies at law for a breach by the Receiving Party of its obligations under this Section may be inadequate and that the Disclosing Party shall be entitled to seek equitable relief (including without limitation provisional and permanent injunctive relief and specific performance). If Receiving Party is required by law or court order to disclose Confidential information, then Receiving Party shall, to the extent legally permitted, provide Disclosing Party with advance written notification and cooperate in any reasonable effort to obtain confidential treatment of the Confidential Information. Nothing stated herein shall limit any other remedies provided under this Agreement or available to the Disclosing Party at law. Upon expiration or termination of this Agreement, each party may demand return of all copies of its Confidential Information in the possession or control of the Receiving Party.

4.2 To the extent that Customer provides any feedback, suggestions, ideas, enhancement requests, or recommendations to Synadia regarding Synadia’s products and services and the Training Materials (“Feedback”), Customer hereby grants Synadia a royalty free, sublicensable, transferable, non-exclusive, irrevocable, perpetual worldwide right and license, without obligation of compensation, to make, use, sell, and otherwise exploit such Feedback, including by incorporating it into Services (including the Training Materials) and/or products and other services.

5. Term and Termination. This Agreement will commence upon the Effective Date of the corresponding Order and shall continue until the Services are completed and all amounts due under the Order have been paid in full. In the event of a material breach of this Agreement by either party, the non-breaching party may terminate this Agreement by providing written notice to the breaching party, provided that the breaching party does not materially cure such breach within thirty (30) days of receipt of such notice. Either party may terminate this Agreement for convenience upon thirty (30) days prior written notice. Expiration or termination of the Agreement shall not relieve Customer of the obligation to pay for Services rendered or expenses incurred prior to the effective date of termination. Sections 2-9 (inclusive) of this Agreement, and all accrued rights to payment, shall survive termination. Termination is not an exclusive remedy, and all other remedies will be available whether or not termination occurs.

6. Warranties and Disclaimers. Synadia warrants that the Services will be performed in a professional and workmanlike manner. THE PARTIES ACKNOWLEDGE THAT THIS IS AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS OR TECHNOLOGY. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED “AS IS” AND SYNADIA MAKES NO OTHER WARRANTIES OR REPRESENTATIONS AS TO THE SERVICES RENDERED AND ANY TRAINING MATERIALS PROVIDED, AND HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, ACCURACY, COMPLETENESS, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SYNADIA FURTHER DISCLAIMS ANY WARRANTY THAT THE SERVICES (INCLUDING THE TRAINING MATERIALS) WILL MEET ALL OF CUSTOMER’S SPECIFIC REQUIREMENTS OR THAT ANY PARTICULAR RESULTS, OUTCOME, OR PERFORMANCE IMPROVEMENTS WILL BE ACHIEVED AS A RESULT OF PARTICIPATING IN THE SERVICES.

7. Limitation of Liability. NEITHER PARTY SHALL BE LIABLE UNDER THIS AGREEMENT, WHETHER UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY: (I) FOR ANY AGGREGATED AMOUNTS IN EXCESS IN THE FEES PAID OR PAYABLE TO SYNADIA HEREUNDER WITH RESPECT TO THE APPLICABLE SERVICES (AND INCLUDED ADDITIONAL EXPENSES) GIVING RISE TO THE CLAIM; (II) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS; (III) FOR ANY LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; (IV) FOR INTERRUPTION OF USE; OR (V) FOR ANY MATTER BEYOND ITS REASONABLE CONTROL. THE SERVICES (AS APPLICABLE TO TRAINING TO USE THE SYNADIA PRODUCTS AS PROVIDED THEREUNDER) ARE NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE WHERE THE FAILURE OF THE PRODUCT COULD LEAD TO DEATH, PERSONAL INJURY, OR SIGNIFICANT PHYSICAL OR ENVIRONMENTAL DAMAGE (“HIGH RISK ACTIVITIES”) AND ANY SUCH USAGE IS NOT AUTHORIZED. THE FOREGOING LIABILITY LIMITATIONS AND DAMAGES EXCLUSIONS IN SECTION 7 DO NOT APPLY TO LIMIT A PARTY’S LIABILITY FOR (I) BODILY INJURY, (II) GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT, (III) SUCH PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 4 (EXCEPT FOR CLAIMS RELATING TO CUSTOMER DATA) ABOVE; or (IV) BREACH OF SECTION 3.2. THE PARTIES AGREE THAT THIS SECTION 7 REPRESENTS A REASONABLE ALLOCATION OF RISK AND THAT NEITHER PARTY WOULD PROCEED IN THE ABSENCE OF SUCH ALLOCATION.

8. Export and Compliance.

8.1 Customer agrees to comply with any U.S. and other applicable jurisdiction import, export and re-export control laws, restrictions and regulations, and that it shall not use, export, re-export, transfer, or otherwise make available the Services (including any provided Training Materials) in violation of any such import, export and re-export control laws, restrictions and regulations. Customer certifies and warrants: (a) that it is not included on any U.S government list of prohibited or restricted parties, it is not in a country or a region that is subject to a U.S. government embargo, or is located in a country that has been designated by the U.S. government as a terrorist supporting country; (b) it will not sell to or conduct business with any U.S. government embargoed country or U.S. government list of prohibited or restricted parties, or a party located in (or a national of) a country or region that is subject to a U.S. government embargo or that has been designated by the U.S. government as a terrorist supporting country; and will not permit any participant of the Services, its other employees, or any other third party to access or use the Services (including any provided Training Materials) in violation of any U.S. export embargo, prohibition or restriction, or otherwise in violation of this section. Customer will not or allow any end user or other third party to submit to the Services any information that is controlled under the U.S. International Traffic in Arms Regulations.

8.2 In connection with Customer’s receipt, participation and use of the Services (including the provided Training Materials), Customer shall comply with the U.S. and any other applicable local, state, national and foreign anti-bribery laws and regulations (including but not limited to the U.S. Foreign Corrupt Practices Act of 1977 (as amended), the U.K. Bribery Act 2010, and the OECD Convention of Combating Bribery of Foreign Public Officials.

9. General Provisions. This Agreement represents the entire agreement between Customer and Synadia with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and Synadia with respect thereto. The Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules, and without regard to the United Nations on the International Sale of Goods and the Uniform Computer Information Transaction Act. The parties’ consent to exclusive jurisdiction and venue in the state and federal courts located in San Francisco, California. All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Any notice shall be in writing via receipted delivery to the party’s addresses set forth in the Agreement or to any updated address that a party may provide by written notice. Except as otherwise provided herein, no modification or amendment of any provision of this Agreement shall be effective unless agreed by both parties in writing, and no waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts. Neither party may assign any of its rights or obligations hereunder without the other party’s consent; provided that (i) either party may assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with a sale of all or substantially all of such party’s business relating to this Agreement, and (ii) and Synadia may utilize subcontractors in the performance of its obligations hereunder. The provisions hereof are for the benefit of the parties only and not for any other person or entity. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches. There shall be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof.

Exhibit A

SOW

This Statement of Work (“SOW”) is hereby incorporated by reference to form part of the Education Terms to which it is attached. Any capitalized terms that are not defined herein shall have the meaning as defined in the Education Terms.

The following tables describes the Training Courses that can be ordered by Customer from Synadia under an Order:

1. NATS Developer Course

Service	Details
Synadia Course Title	NATS Developer Course
Course Description	The goal of the NATS Developer course is to enable Customer to build robust messaging applications with NATS. The course will highlight NATS concepts, patterns, and best practices for application development. The course includes hands-on exercises which participants are expected to complete.
Deliverables	Synadia will provide the following deliverables as part of the course: Course slide content Course lab materials
Course Duration	Course consists of two full days of Services but may be delivered over four half days.
Attendees	1 course: for up to 12 attendees
Customer Responsibilities	Customer has the following responsibilities: Basic experience in either Go or Java NATS Development environment, either on local machine or remote Internet access IDE is optional for development

2. NATS Administrator Course

Service	Details
Synadia Course Title	NATS Administrator Course
Course Description	The goal of the NATS Administrator course is to enable Customer to deploy and manage NATS environments. The course will highlight key features and patterns for managing, securing, and maintaining NATS. The course includes hands-on exercises which participants are expected to complete.
Deliverables	Synadia will provide the following deliverables as part of the course: Course slide content Course lab materials
Course Duration	Course consists of two full days of Services but may be delivered over four half days.
Attendees	1 course for up to 12 attendees
Customer Responsibilities	Customer has the following responsibilities: Sufficient compute resources to run multiple instances of the NATS Server in containers using either Docker or Kubernetes. A minimum recommendation is as follows: RAM: 16GB CPU: 8 cores Storage: 100GB SSD Internet access