MEL.txt

MEMGRAPH
ENTERPRISE LICENCE AGREEMENT


Memgraph Limited is registered in England under registration 10195084 and has its registered office at Suite 4,
Ironstone House, Ironstone Way, Brixworth, Northampton, NN6 9UD (“Memgraph”).


Memgraph agrees to license and/or grant you (the “Customer”) access to the Software ( as defined below) and provide
support and services to you only if you accept and agree to be bound by the terms and conditions in this Memgraph
Enterprise Licence Agreement (the “Agreement”). By signing an Order Document (as defined below), which is subject to and
part of this Agreement, installing and using the Software or by downloading a trial version of the Software, you agree
to be bound by the terms of this Agreement.


Memgraph Enterprise Trial Users: If you receive free of charge trial access to the Software, you are deemed a
“Customer” for purposes of this Agreement, except that you are subject to the additional restrictions and limitations
set forth in Section 3.2 below in respect of your use of such Software.


1. DEFINITIONS.
   1.1.  “Applicable Laws” means (i) all applicable laws, statutes and regulations, and (ii) regulatory policies,
         guidelines and industry codes (in each case having the force of law), which apply to the provisions of the
         Software and Services and this Agreement.
   1.2.  “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party
         (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should
         be understood to be confidential given the nature of the information and the circumstances of disclosure.
         Customer’s Confidential Information includes Customer Data; Memgraph Confidential Information includes the
         Software and Services; and Confidential Information of each party includes the terms and conditions of this
         Agreement and all Orders (including pricing), as well as business and marketing plans, technology and technical
         information, product plans and designs, and business processes disclosed by such party. However, Confidential
         Information does not include any information that (i) is or becomes generally known to the public without
         breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its
         disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is
         received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was
         independently developed by the Receiving Party.
   1.3.  “Customer Data” means business information or other data loaded by or for Customer and/or processed by the
         Software.
   1.4.  “Data Protection Legislation” means all applicable data protection and privacy legislation in force from time
         to time in the UK including the General Data Protection Regulation ((EU) 2016/679) as it forms part of UK law
         by virtue of section 3 of the European Union (Withdrawal) Act 2018; the Data
         Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive
         2009/136/EC); and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426), in each case as
         amended.
   1.5.  “Derivate Work” means any modification or enhancement made by Customer to the Software, whether in source code,
         binary executable, intermediate or other form.
   1.6.  “Effective Date” means the date on which you execute this Agreement.
   1.7.  “Order Document” or “Order” means, as applicable: (i) in the case of a Trial Licence, the Memgraph trial
         registration form available on Memgraph’s website; or (ii) in any other case, an order form that is submitted
         by or on behalf of Customer and executed by or on behalf of the parties referencing
         this Agreement and that specifies the Software and/or Services ordered by Customer, as well as the specific
         terms and conditions, for that particular transaction.
   1.8.  “Services” means those services, including Support Services, which may be provided to Customer by Memgraph
         pursuant to the terms of this Agreement and are expressly limited to those services directly related to
         Customer’s use of the Software, and expressly exclude any other services.
   1.9. “Software” means Memgraph’s proprietary downloadable graph database enterprise software known as Memgraph
         Enterprise Edition (MEE) (“Enterprise Software”) and the associated technical documentation located at
         https://docs.memgraph.com/ (“Documentation”), as well as software updates, upgrades, bug fixes, or modified
         versions thereof that Memgraph licenses or provides to Customer directly or indirectly throughout the Subscription
         Term. For the avoidance of doubt, for the purpose of this Agreement, the term Software excludes Memgraph’s
         free-to-use software known as Memgraph Community Edition (MCE) which is licensed pursuant to separate terms
         (including the Business Source Licence (BSL) or Apache 2.0) as indicated here: https://memgraph.com/legal.
   1.10. “Subscription Term” means the fixed term, of not less than one (1) year, designated in an Order Document
         beginning on the Effective Date and ending at the end of the period stated therein. If no expiration date is
         specified in an Order Document, the Subscription Term shall be a one (1) year period (“Minimum Subscription
         Term”). A “Subscription” is the binding, non-cancellable contract for the use of the Software for the
         Subscription Term as set forth in an Order Document.
   1.11. “Support” means the support and maintenance services, including any updates, upgrades, patches, enhancements
         and bug fixes for the Software that may be provided to Customer by Memgraph pursuant to the terms of this
         Agreement.
   1.12. “Users” means employees and Contractors of Customer that Customer has permitted or authorized to access and use
         of the Software on Customer’s behalf pursuant to the terms of this Agreement.

2. ORDERS, DELIVERY; SUPPORT.
   2.1.  Delivery. Customer shall access the Software from Memgraph’s website or online repository (as instructed by
         Memgraph) after the Effective Date. Memgraph shall deliver to Customer the licence key necessary to unlock the
         Software after Customer accepts an Order. Unless otherwise stated in an Order, Customer is solely responsible
         for installing Software on Customer’s own computer equipment. In some instances, Customer’s purchasing
         relationship exists solely between Customer and an authorised reseller of Memgraph’s Software and Services
         (a “Reseller”), in which case Sections 5.1-5.3 (Fees and Payment) will be inapplicable to such Order(s), and
         the Reseller shall be responsible for submitting Orders and the appropriate payment method therewith to
         Memgraph. An Order is not binding until Memgraph accepts and countersigns the Order.
   2.2.  Support. Memgraph will use commercially reasonable efforts to provide Support to Customer in accordance with
         Memgraph’s then-current terms and conditions set forth at
         https://download.memgraph.com/legal/memgraph-support-terms-and-conditions.pdf at the support tier stated in the
         applicable Order. The Support terms and conditions are subject to change at Memgraph’s discretion; however,
         Memgraph will not materially reduce the level of Support during a Subscription Term for which Fees have been
         paid.

3. LICENCE GRANTS; RESTRICTIONS AND PROPRIETARY RIGHTS.
Customer’s licence and access rights and benefits, and Memgraph’s obligations to Customer, will vary depending on the
product and the type of licence Memgraph is granting. If you purchased a licence to Memgraph Software, your licence will
be subject to certain use and/or capacity restrictions, as identified on the applicable Order Document.
   3.1.  Enterprise Software Licence. In consideration of the Fees paid hereunder and subject to the terms of this
         Agreement and the applicable Order, Memgraph grants Customer a world-wide, non-exclusive, non-transferable,
         non-sublicensable, and limited licence during the applicable Subscription Term, to download, access, install
         and use the Enterprise Software up to the maximum capacity (“Licensed Capacity”), and subject to the usage
         rules, specified in the applicable Order Document, and to use Documentation solely for Customer’s internal
         business purposes in connection with the operation of the Enterprise Software.
   3.2.  Enterprise Trial Licence. If the Customer downloads, accesses, installs or uses the Software under a trial
         licence (“Trial Licence”), then Customer may use one (1) copy of the Software in accordance with the terms and
         conditions of this Agreement for a thirty (30) day period, or such longer trial period represented by the
         applicable licence key issued by or expressly authorised by Memgraph (the “Trial Period”). Trial Licences are
         permitted solely for Customer’s evaluation use to determine whether to purchase a Subscription to the Software.
         Customer may not use a Trial Licence for any other purpose. At the end of the Trial Period, the Trial Licence
         will expire and this Agreement will terminate as to such Trial Licence and continue to apply to any subsequent
         Subscription or use of the Software. If Customer decides not to obtain a Subscription upon expiration of the
         Trial Period, it will promptly cease using and will delete the Software from its computer systems. Memgraph has
         the right to terminate a Trial Licence at any time for any reason.
   3.3.  Limited right to modify the Software. In consideration of the Fees paid hereunder and subject to the terms of
         this Agreement and the applicable Order, Memgraph grants Customer a licence to: (i) create, compile and test
         Derivative Works; (ii) use Derivative Works solely for Customer’s internal business purposes; and (iii)
         distribute Derivative Works back to Memgraph for potential incorporation into Memgraph’s maintained code base
         at its sole discretion.
   3.4.  NO OBLIGATIONS. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR IN ANY ORDER DOCUMENT, MEMGRAPH
         WILL HAVE NO WARRANTY, INDEMNITY, SUPPORT, OR SERVICE LEVEL, OBLIGATIONS WITH RESPECT TO ANY ENTERPRISE TRIAL,
         OR OTHER NO-CHARGE SOFTWARE (INCLUDING TOOLS AND UTILITIES) LICENCES.
   3.5.  General Restrictions. Customer acknowledges that the Software, and its structure, organization, and source code,
         constitute Memgraph’s and its suppliers’ valuable trade secrets, and that usage of the Software is subject to
         the following restrictions:
      3.5.1.   Restrictions. Customer agrees not to, and not to authorize any third party to: (i) allow access or use
               of the Software by anyone other than its Users; (ii) distribute, embed, sell, rent, transfer, lease,
               lend, sublicense, loan, assign, pledge, grant a security interest in, or otherwise make the Software
               accessible or available to any third party; except to the limited extent expressly provided in Section
               3.5.2, use the Software in any service-bureau, timesharing, outsourcing or similar arrangement; (iii)
               subject only to the limited rights set out in Section 3.3, modify, adapt, transform, derive, disassemble,
               decompile, reverse engineer or otherwise attempt to derive the structure, sequence or organization of,
               the Software or any portion thereof; (iv) remove or alter product identification, copyright, trademark or
               other proprietary markings contained in or on the Software; (v) conduct any competitive analysis, publish
               or share with any third party any results of any technical evaluation or tests performed on the Software,
               or disclose Software features, errors or bugs to a third party without Memgraph’s prior written consent;
               or (vi) engage in any act designed to circumvent any restriction set forth in this Agreement, in the
               Software, or in an Order, including but not limited to restrictions related to Licensed Capacity.
      3.5.2.   Internal Use Licences; Users. The Software is licensed for Customer’s internal business use and not for
               distribution or use by third parties. For clarity, however, Customer may make available to third parties
               any Customer-hosted services or other Customer applications or services that make use of or incorporate
               the Software, provided and solely to the extent that (i) Customer’s application or hosted service adds
               primary and significant functionality to the Software, (ii) Customer does not embed or otherwise
               distribute the Software to third parties (iii) Customer does not provide third parties direct access to
               operate or control the Software itself; and (iv) Customer at all times remains in compliance with the
               terms of the applicable licence grants under this Agreement. Subject to the terms and conditions of this
               Agreement, in addition to Customer’s employees, Customer may permit its independent contractors and
               consultants (“Contractors”) to serve as Users. Customer will remain responsible for compliance by each of
               its Users (including but not limited to any Contractor Users) with all of the terms and conditions of
               this Agreement, and any use of the Software by any Contractors must be for the sole benefit of Customer.
   3.6.  Ownership; Reservation of Rights. This is an agreement for use of Memgraph Software and not an agreement for
         sale. Customer acknowledges that it is obtaining only a limited right to use the Software on a licensed basis,
         and that irrespective of any use of the words “purchase”, “sale” or like terms hereunder no ownership rights
         are being conveyed to Customer. Customer agrees that Memgraph or its suppliers retain all right, title and
         interest (including all patent, copyright, trade secret and other intellectual property rights) in and to the
         Memgraph Software. Nothing in this Section shall be deemed as granting Memgraph ownership of Customer Data or
         in any way impacting Customer’s ownership of Customer Data.
   3.7.  Third Party Code. The Software may contain or be provided with components which are licensed from third
         parties, including components subject to the terms and conditions of “open source” software licences
         (“Open Source Software”). Open Source Software may be identified in the Software, Documentation, or in a list
         of the Open Source Software provided to you upon your written request. To the extent required by the licence
         that accompanies the Open Source Software, the terms of such licence will apply in lieu of the terms of this
         Agreement with respect to such Open Source Software, including, without limitation, any provisions governing
         access to source code, modification, or reverse engineering.
   3.8.  IP Ownership. The Parties agree that, save as otherwise provided in this Agreement, neither party shall gain, by
         virtue of this Agreement, any rights of ownership or any other interest, right or title of copyrights, patents,
         trade secrets, trademarks, or any other intellectual property rights owned by the other Party. Any and all new
         works developed in the course of performing obligations pursuant to this Agreement and all new inventions,
         innovations or ideas developed by a Party in the course of performance of its activities under this Agreement,
         will belong to that Party who develops the same. Notwithstanding anything to the contrary in this Section, the
         Parties understand and agree that any and all proprietary materials developed by a Party prior to this
         Agreement and any modifications, enhancements, improvements or inventions made to such proprietary materials
         shall be owned by that Party, regardless of which Party prepared or developed such modifications, enhancements,
         improvements or inventions.
   3.9.  License-back of Derivate Works. If Customer elects, at its sole discretion, to distribute  Derivative Works
         back to Memgraph for potential incorporation into Memgraph’s maintained code base, Customer grants Memgraph
         (without any restrictions, limitations or requirement of remuneration) a worldwide, non-exclusive, fully
         paid-up, royalty-free, perpetual, irrevocable, transferable and sublicensable licence to use, exploit, modify,
         make derivative works of, commercialise, distribute and otherwise exploit such Derivative Works.


4. CUSTOMER DATA; OBLIGATIONS OF CUSTOMER AND MEMGRAPH.
   4.1.  Customer shall retain all of its rights, title, and interest in and to its intellectual property rights in
         Customer Data. Customer grants to Memgraph a non-exclusive, worldwide, limited-term licence solely to host,
         copy, transmit and display Customer Data as reasonably necessary for Memgraph to support Customer’s use of the
         Software, to ensure the security of and to administrate the Software, and to deliver Services in accordance
         with this Agreement or as otherwise outlined in https://memgraph.com/legal/privacy-policy/.
   4.2.  Protection of Customer Data. Memgraph will maintain appropriate administrative, physical, and technical
         safeguards, consistent with generally prevailing industry standards, for protection of the security,
         confidentiality, and integrity of Customer Data, as described in the Documentation. Those safeguards will
         include, but will not be limited to, measures for preventing access, use, modification, or disclosure of
         Customer Data by Memgraph personnel, except as permitted by this Agreement.
   4.3.  Personal data. Both parties will comply with all applicable requirements of the Data Protection Legislation.
         This section 4.3 is in addition to, and does not relieve, remove or replace, a party’s obligations under the
         Data Protection Legislation. Notwithstanding the foregoing, the parties acknowledge that, in the ordinary
         course of providing the Services, Memgraph shall not process personal data (as defined in the Data Protection
         Legislation) on behalf of the Customer. In the event that the Customer requires Memgraph to process personal
         data on its behalf, it shall notify Memgraph and the parties shall execute such additional terms as necessary
         to comply with applicable Data Protection Legislation.

5. FEES AND PAYMENT.
   5.1.  Fees. Customer will pay Memgraph the fees for the Licences and Services as set forth in the applicable Order (
         “Fees”). Customer acknowledges and agrees that if Customer’s use of the Software exceeds the Licensed Capacity
         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. Notwithstanding the terms of Section 5.4 below (Reconciliation), Customer
         acknowledges and agrees that it is obligated to ensure that its Software usage does not exceed the Licensed Capacity
         and to promptly notify Memgraph of any such excess usage no more than thirty (30) days from the last day of the
         calendar month during which such excess usage occurred.
   5.2.  Payment Terms. Except as otherwise specifically set forth on an Order Document, all fees are due and payable
         within thirty 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, or in the event of other breach of this Agreement, Customer shall discontinue use of the
         Software and Memgraph may suspend its performance, including its delivery of technical support of the Software
         or other Services without further notice and without penalty. 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.
   5.3.  Taxes. Fees are exclusive of taxes. Customer will pay any sales, use, value added, duties, fees and other
         governmental assessments or charges arising out of this Agreement and the transactions contemplated herein.
         Customer will make all payments free and clear of, and without reduction for, any withholding taxes.
   5.4.  Reconciliation. At Memgraph’s request from time to time, not exceeding once per quarter, Customer will provide
         Memgraph with a report detailing its use of the Software, including its non-production and/or production use
         and using the self-monitoring capabilities of the Software or other means, and Memgraph 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. The parties will use reasonable efforts
         to promptly resolve any discrepancies between licensed usage and actual usage.

6. APPLICABLE LAWS.
   6.1.  Each Party shall perform this Agreement in accordance with all Applicable Laws. Without prejudice to the
         foregoing, each Party shall:
      6.1.1.   comply with all Applicable Laws relating to anti-bribery, anti-corruption, anti-slavery and human
               trafficking, including the Bribery Act 2010 and the Modern Slavery Act 2015
               (the “Relevant Requirements”);
      6.1.2.   have and maintain in place throughout the Term its own policies and procedures, including adequate
               procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, and will
               enforce them where appropriate;
      6.1.3.   (if not prohibited by law or regulation from doing so) promptly report to the other Party any request or
               demand for any undue financial or other advantage of any kind received by the reporting Party in
               connection with the performance of this Agreement; and
      6.1.4.   (if not prohibited by law or regulation from doing so) notify the other Party (and email shall be
               sufficient for this purpose) as soon as it becomes aware of any actual or suspected slavery or human
               trafficking in a supply chain which has a connection with this Agreement.

7. REPRESENTATIONS AND WARRANTIES.
   7.1.  Mutual Representations and Warranties. Each Party represents and warrants to the other that: (i) it is a
         corporation lawfully incorporated and validly existing pursuant to the laws of its place of incorporation;
         (ii) it has all requisite power and authority, corporate or otherwise, to execute, deliver and perform its
         obligations under this Agreement; and (iii) this Agreement constitutes its legal, valid and binding obligations
         and may be enforced against it.
   7.2. Limited Memgraph Warranty. Memgraph warrants that the Software, when used as permitted hereunder and in
         accordance with the applicable Documentation, will operate in all material respects as described in the
         applicable Documentation, and that the Services will be provided in a professional manner consistent with
         industry standards.
   7.3.  Limitations; Remedy. Memgraph does not warrant that the Software or the Services will be error-free,
         uninterrupted or meet Customer’s specific requirements or that performance of the Services will be
         uninterrupted. Memgraph will have no warranty obligation under Section 7.2 for Customer’s misuse or failure to
         use the Software in accordance with its Documentation or this Agreement. Customer’s sole and exclusive remedy,
         and Memgraph’s sole and exclusive obligation, for breach of warranty will be (i) during the thirty (30) day
         period following initial Delivery of the Software under an Order, Memgraph’s correction of the program errors
         that cause the breach of warranty, or if Memgraph cannot substantially correct such breach in a commercially
         reasonable manner, a refund of the fees paid for the nonconforming Software (ii) during the remainder of the
         relevant Subscription Term, Memgraph’s delivery of Support with respect to any such program errors. In the
         event of a refund remedy, Customer’s licences and right to use the Software or receive Services will end. In
         the event of any noticed breach of warranty with respect to Services, Memgraph’s sole and exclusive obligation
         shall be the re-performance of the deficient Services.
   7.4.  Disclaimer. THIS SECTION 7 IS A LIMITED WARRANTY AND, EXCEPT EXPRESSLY AS SET FORTH IN SECTION 7.2,
         THE SOFTWARE, INCLUDING WITHOUT LIMITATION THE THIRD-PARTY CODE, AND ALL SERVICES ARE PROVIDED “AS IS”.
         MEMGRAPH MAKES NO OTHER WARRANTIES OR REPRESENTATIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND DISCLAIMS
         ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

8. INDEMNIFICATION.
   8.1.  By Memgraph. Memgraph will defend against any action against Customer brought by a third party to the extent the
         action is based on a claim that the Software infringes a third party’s patent, copyright or trademark
         (a “Claim”) and indemnify Customer from the damages, liabilities, costs and expenses (including reasonable
         attorneys’ fees) awarded against Customer or agreed in settlement by Customer resulting from such Claim. If
         your use of the Software is (or in Memgraph’s opinion likely to be) enjoined, then Memgraph may, at its own
         expense and at its option: (i) substitute substantially similar functionality for the Software which renders
         it non-infringing; (ii) procure for Customer the right to continue to use the Software; or if (i) and (ii) are
         not commercially reasonable, terminate this Agreement and refund Customer any prepaid, unused (pro-rated) Fees
         for the duration of the then-current Subscription Term. The foregoing obligations of Memgraph will not apply:
         (i) if the Software is modified by any party other than Memgraph, but solely to the extent the alleged
         infringement is caused by such modification; (ii) if the Software is used in combination with other products or
         processes not provided or authorized by Memgraph, but solely to the extent the alleged infringement is caused
         by such combination; (iii) use of any version or release of Software other than the most current version or
         release made available to Customer by Memgraph, if its use would have avoided the infringement; (iv) any
         unauthorized use of the Software. THIS SECTION 8.1 SETS FORTH MEMGRAPH’S SOLE LIABILITY AND CUSTOMER’S SOLE
         AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.
   8.2.  By Customer. Customer will indemnify and hold Memgraph and its suppliers harmless against any claims,
         liabilities, costs, and expenses (including reasonable attorneys’ fees) that Memgraph or its suppliers may
         incur as a result of a third-party claim arising from or related to Customer Data, or misuse or unauthorised
         use of the Software by Customer or any User.
   8.3.  Conditions. All defence and indemnity obligations under Sections 8.1 and 8.2 are conditioned on the indemnitee
         (i) giving the indemnitor written notice of the relevant claim within thirty (30) days after the indemnitee
         receives notice of the Claim (or sooner if required by applicable law); (ii) reasonably cooperating with the
         indemnitor, at the indemnitor’s expense, in the defence of the claim; and (iii) giving the indemnitor sole
         control of the defence and any settlement negotiations. The indemnitee may participate in the defence at its
         expense.

9. LIMITATION OF LIABILITY.
   9.1.  TO THE EXTENT PERMITTED BY LAW, NEITHER MEMGRAPH NOR CUSTOMER SHALL BE LIABLE TO THE OTHER OR ANY THIRD PARTY
         FOR LOST PROFITS (WHETHER DIRECT OR INDIRECT) OR LOSS OF USE OR DATA, SUBSTITUTE GOODS OR SERVICES, OR FOR
         INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGE TO BUSINESS, REPUTATION OR
         GOODWILL), OR INDIRECT DAMAGES OF ANY TYPE HOWEVER CAUSED, WHETHER BY BREACH OF WARRANTY, BREACH OF CONTRACT,
         IN TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE CAUSE OF ACTION EVEN IF SUCH PARTY HAS BEEN
         ADVISED OF SUCH DAMAGES IN ADVANCE OR IF SUCH DAMAGES WERE FORESEEABLE.
   9.2.  LIMITATIONS ON DIRECT DAMAGES. EXCEPT FOR ANY EXCLUDED CLAIMS AND ANY DAMAGES THAT CANNOT BE LIMITED UNDER
         APPLICABLE LAW, IN NO EVENT WILL MEMGRAPH’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS
         AGREEMENT, EXCEED AN AMOUNT EQUAL TO THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER TO MEMGRAPH UNDER
         THIS AGREEMENT DURING THE TWELVE MONTHS PRECEDING THE CLAIM. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO: (i)
         PAYMENTS TO A THIRD PARTY ARISING FROM A PARTY’S OBLIGATIONS UNDER SECTION 8 (INDEMNIFICATION); (ii) BREACH BY
         A PARTY OF SECTION 10 (CONFIDENTIAL INFORMATION), AND (iii) INFRINGEMENT BY A PARTY OF THE OTHER PARTY’S
         INTELLECTUAL PROPERTY RIGHTS (COLLECTIVELY EXCLUSIONS (i)-(iii) ARE REFERRED TO AS THE “EXCLUDED CLAIMS”). WITH
         RESPECT TO ANY EXCLUDED CLAIMS, MEMGRAPH’S TOTAL AGGREGATE LIABILITY SHALL IN NO EVENT EXCEED £1,000,000.
   9.3.  Nothing in this Agreement excludes the liability of Memgraph for death or personal injury caused by the
         Supplier’s negligence; or for fraud or fraudulent misrepresentation.

10. CONFIDENTIALITY.
   10.1. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own
         confidential information of like kind (but not less than reasonable care) to (i) not use any confidential
         information of the Disclosing Party for any purpose outside the scope of this agreement and (ii) except as
         otherwise authorized by the Disclosing Party in writing, limit access to confidential information of the
         Disclosing Party to those of its and its affiliates’ employees and contractors who need that access for
         purposes 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.
         Neither party will disclose the terms of this agreement or any Orders to any third-party other than its
         affiliates, legal counsel, and accountants without the other party’s prior written consent, provided that a
         party that makes any such disclosure to its affiliate, legal counsel or accountants will remain responsible for
         such affiliate’s, legal counsel’s, or accountant’s compliance with this “Confidentiality” section.
   10.2. Compelled Disclosure. The Receiving Party may disclose confidential information of the Disclosing Party to the
         extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the
         compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s
         cost, if the Disclosing Party wishes to contest the disclosure. If the receiving party is compelled by law to
         disclose the Disclosing Party’s confidential information as part of a civil proceeding to which the Disclosing
         Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will
         reimburse the Receiving Party for its reasonable cost of complying and providing secure access to that
         confidential information.


11. TERMINATION.
   11.1. Term. The term (“Term”) of this Agreement will commence on the Effective Date and continue until all
         Subscriptions, licence terms and Orders expire, unless earlier terminated in accordance with this Section 11.
   11.2. Termination for Cause. In the event of a material breach of this Agreement (excluding any breaches for which an
         exclusive remedy is expressly provided), the non-breaching party may terminate this Agreement if such breach
         is not cured within thirty (30) days after written notice thereof (except that for a breach of Section 3.5
         (“General Restrictions”), there will be no cure period). For clarity, material breach of this Agreement
         includes, but is not limited to, failure to timely pay amounts due hereunder, exceeding the scope of any
         Licence granted hereunder (including the Licensed Capacity), violating the Licence restrictions, breach of
         Section 6.1 and failing to protect the other party’s Confidential Information.
   11.3. Without affecting any other right or remedy available to it, and to the fullest extent permitted by applicable
         law, either party may terminate this Agreement with immediate effect by giving written notice to the other
         party if the other party:
      11.3.1.  suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or
               admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123
               of the Insolvency Act 1986, as if the words “it is proved to the satisfaction of the court” did not
               appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986; or
      11.3.2.  the other party commences negotiations with all or any class of its creditors with a view to rescheduling
               any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors
               other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or
               more other companies or the solvent reconstruction of that other party; or
      11.3.3.  a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection
               with the winding up of that other party other than for the sole purpose of a scheme for a solvent
               amalgamation of that other party with one or more other companies or the solvent reconstruction of that
               other party; or
      11.3.4.  an application is made to court, or an order is made, for the appointment of an administrator, or if a
               notice of intention to appoint an administrator is given or if an administrator is appointed, over the
               other party; or
      11.3.5.  the holder of a qualifying floating charge over the assets of that other party has become entitled to
               appoint or has appointed an administrative receiver; or
      11.3.6.  a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is
               appointed over the assets of the other party; or
      11.3.7.  a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution,
               sequestration or other such process is levied or enforced on or sued against, the whole or any part of
               the other party’s assets and such attachment or process is not discharged within 30 days; or
      11.3.8.  any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which
               it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.3.1 to
               clause 11.3.7 (inclusive); or
      11.3.9.  the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial
               part of its business.
   11.4. Effect of Termination. Upon the termination of this Agreement: (i) all licences will terminate; (ii) Customer
         will immediately discontinue all use of the affected Software  and erase all other tangible embodiments of
         Memgraph Confidential Information in Customer’s possession or control, and promptly certify the same to
         Memgraph; (iii) Memgraph may immediately cease providing the Services; (iv) (subject to this Section),
         Memgraph will return or delete all tangible embodiments of Customer Confidential Information in Memgraph’s
         possession or control; and (v) Sections 1 (“Definitions”), 3.5 (“General Restrictions”), 3.6 (“Ownership;
         Reservation of Rights”), 5 (“Fees and Payment”), 7.3 (“Limitations”), 7.4 (“Disclaimer”), 8
         (“Indemnification”), 9 (“Limitation of Liability”), 10 (“Confidentiality”), 11.4 (“Effect of Termination”),
         and 12 (“Miscellaneous”) will survive. If a party’s file retention policies or a valid legal order provides
         for backup or archival copies of files to be retained, such party will notify the other party of such policy
         or order, protect the other party’s Confidential Information as required hereunder, and permanently erase,
         delete, or destroy such Confidential Information as soon as permissible under such policy or order.

12. MISCELLANEOUS.
   12.1. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.
         Memgraph may assign this Agreement to any affiliate or in connection with a merger, reorganization,
         acquisition, or other transfer of all or substantially all of Memgraph’s assets or voting securities. Customer
         may not assign or transfer this Agreement, in whole or in part, without Memgraph’s written consent except that
         Customer may assign its rights and obligations under this Agreement, in whole but not in part, without
         Memgraph’s written consent in connection with any merger, consolidation, sale of all or substantially all of
         Customer’s assets or voting stock, or any other similar transaction provided that: (i) the assignee is not a
         direct competitor of Memgraph; (ii) Customer provides prompt written notice of such assignment to Memgraph;
         (iii) the assignee is capable of fully performing Customer’s obligations under this Agreement; and (iv) the
         assignee agrees to be bound by the terms and conditions of this Agreement. Any attempt to transfer or assign
         this Agreement without such written consent will be null and void.Force Majeure. Memgraph shall have no
         liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations
         under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its
         reasonable control, including strikes, lock-outs or other industrial disputes (whether involving the workforce
         of Memgraph or any other party), failure of a utility service or transport or telecommunications network, act
         of God, war, pandemic, riot, civil commotion, malicious damage, compliance with any law or governmental order,
         rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of
         suppliers or subcontractors, provided that the Customer is notified of such an event and its expected duration.
   12.2. Governing Law. This Agreement and any dispute or claim arising out of or in connection with it or its subject
         matter or formation (including non-contractual disputes or claims) shall be governed by and construed in
         accordance with the law of England and Wales.
   12.3. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive
         jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject
         matter or formation (including non-contractual disputes or claims).
   12.4. Severability; Waiver; Construction. If a court of competent jurisdiction adjudges any provision of this
         Agreement to be invalid or unenforceable, the remaining provisions of this Agreement, if capable of substantial
         performance, will continue in full force and effect without being impaired or invalidated in any way. The
         parties agree to replace any invalid provision with a valid provision that most closely approximates the intent
         and economic effect of the invalid provision. All waivers must be in writing. A party’s consent to, or waiver
         of, enforcement of this Agreement on one occasion will not be deemed a waiver of any other provision or such
         provision on any other occasion. In this Agreement, the word “including” means “including but not limited to.”
         No presumption will operate in favour of or against any party as a result of its role in drafting this
         Agreement.
   12.5. Subcontractors. Memgraph may use the services of subcontractors in connection with its performance of this
         Agreement, provided that Memgraph remains solely responsible for (i) compliance of any such subcontractor with
         the terms of this Agreement and (ii) the overall performance of Memgraph as required under this Agreement.
   12.6. Use of Aggregate Data. Customer agrees that Memgraph may collect, use and disclose quantitative data and
         metadata derived from the use of the Software (i) for its own internal, statistical analysis, (ii) to develop
         and improve the Software and (iii) to create and distribute reports and other materials regarding use of the
         Software. For clarity, any such data collected, used, and disclosed will be in anonymized aggregate form only
         and shall not identify Customer or its Users, or disclose any Customer Data.Independent Contractors. The
         parties are independent contractors. No agency, partnership, franchise, joint venture, or employment
         relationship is intended or created by this Agreement. Neither party has the power or authority to create or
         assume any obligation, or make any representations or warranties, on behalf of the other party.
   12.7. Publicity. Memgraph may, in conformity with Customer’s trademark usage guidelines, use Customer’s name and logo
         in Memgraph’s sales and marketing materials, including in business presentations, Customer lists, and on
         websites. Neither party will issue a press release regarding this Agreement without the other party’s prior
         written consent. Neither party will disclose the terms of this Agreement to any third party, except as required
         by law.
   12.8. Notice. Any notice, consent, or waiver hereunder must be in writing, addressed to the attention of “Legal
         Department” at the address set forth above, and delivered by personal delivery, reputable rapid courier, or
         certified/registered mail, return receipt requested, and will be deemed given upon personal delivery, one (1)
         day after deposit with an overnight domestic courier, two (2) days after deposit with an international courier,
         or five (5) days after deposit in the certified or registered mail. A party may specify a new address by
         providing notice to the other party in accordance with this Section.
   12.9. Compliance with Law. Each party will comply with all applicable laws, regulations, and orders of any
         governmental authority of competent jurisdiction in its performance under this Agreement, including but not
         limited to those applicable to data collection and the privacy and security of personal information, including
         trans-border data transfers and data breach notification requirements as required of each party by law.
   12.10.Supremacy; Modification. This Agreement will prevail over any written instrument submitted by Customer; the
         terms of any purchase order, acknowledgement, or similar document submitted by Customer to Memgraph will have
         no effect. If the express terms of an Order Document conflict with this Agreement, the terms on the Order
         Document will prevail, but only with respect to that Order Document. This Agreement cannot be varied or
         supplemented by course of dealing or by usage of trade. All modifications or amendments to this Agreement must
         be in writing and signed by both parties, except that subsequent renewals and purchases of additional Licensed
         Capacity can be procured by payment against an issued invoice as set forth in Section 5 (“Fees and Payment”)
         above.
   12.11.No Third Party Beneficiaries. This Agreement is not intended and shall not be construed to give any third party
         any interest or rights with respect to or in connection with any agreement or provision herein, except as
         expressly provided for in this Agreement.
   12.12.Entire Agreement. This Agreement in its original English text, sets forth the complete, exclusive, and final
         agreement of the parties concerning the subject matter hereof, supersedes, replaces, and merges all prior and
         contemporaneous agreements, communications, and understandings, both
         written and oral, between them concerning the subject matter hereof. This Agreement may be executed in
         counterparts.