License Agreement for Teradata Connectivity Drivers

IMPORTANT-READ THIS AGREEMENT CAREFULLY BEFORE INSTALLING OR USING THE SOFTWARE. TERADATA WILL LICENSE THE SOFTWARE TO YOU ONLY IF YOU ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY INSTALLING OR USING THE SOFTWARE, OR BY CLICKING THE "ACCEPT" ICON BELOW, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK THE "REJECT" ICON AND DO NOT INSTALL OR USE THE SOFTWARE.

This Driver License Agreement ("Agreement") is a legal contract between you (both as an individual, and on behalf of your employer and any Teradata-authorized licensee for whom you and/or your employer are acting on their behalf) and Teradata Corporation ("Teradata") for the software product identified above, which consists of computer software code in object code form only, as well as associated media, printed materials, and online or electronic documentation (collectively, the "Software"). The term "Software" also includes any and all error corrections, bug fixes, updates, upgrades, or new versions or releases of the Software (collectively and individually, "Enhancements") that Teradata may elect in its sole discretion to provide you. Teradata is under no obligation to provide you with Enhancements under this Agreement. By clicking the "ACCEPT" icon below, you represent and warrant that you possess the authority to enter into this Agreement on behalf of yourself, and on behalf of your employer and any Teradata-authorized licensee for whom you and/or your employer are acting on their behalf. As used in this Agreement, the terms "you", "your" and "yours" collectively and individually refer to you as an individual and to your employer, as well as such Teradata-authorized licensee.

1(a). License: This Agreement pertains to your authorized use of Software in object code form only. Notwithstanding anything to the contrary herein, you are granted no rights to obtain, access or use the Software's source code. Subject to your compliance with all of the terms of this Agreement and only during the term of this Agreement (unless this Agreement is terminated earlier as provided below), Teradata grants you a nonexclusive, nontransferable, license to install and use the Software on a single computer of yours (the configuration of which Teradata has previously approved in writing for use with the Software) and only on those certified and supported configurations of Teradata RDBMS ("Supported Code") for the sole purpose of facilitating your Teradata-licensed use of the Supported Code. IF YOU ARE NOT A TERADATA-LICENSED USER OF SUPPORTED CODE, YOU ARE NOT AUTHORIZED TO INSTALL OR USE THE SOFTWARE. You may make a backup copy of the Software, and use the backup copy for so long as the computer on which you are rightfully using your original copy of the Software is inoperable or if the original copy of the Software has been destroyed. You will ensure that all copies of the Software contain Teradata's and its licensors' copyright notices, as well as all other proprietary legends.

1(b). License Restrictions: No license rights to the Software will be implied. You are responsible for the installation of the Software, as well as for providing parallel and backup operations. You will not sell, copy, rent, loan, modify, transfer, disclose, embed, sublicense, distribute, or create derivative works of the Software, in whole or in part, without Teradata's prior written consent. You will not disclose the results of any testing or evaluation, including any benchmarks, performed by you insofar as it relates to the Software without Teradata's prior written consent. You will not reverse-assemble, reverse compile or reverse-engineer the Software for purposes of illegally obtaining the Software's source code. The Software, which includes all copies thereof whether in whole or in part, is and remains the exclusive property of Teradata and its licensors.

2. SOFTWARE AND SERVICES DISLAIMER OF WARRANTY: This Agreement does not require Teradata to provide you with any Software-related consulting services, technical assistance, training, support or maintenance services of any kind (collectively and individually, "Services"). To the extent that Teradata elects to provide you with any Services, such Services are provided to you at Teradata's sole discretion. TERADATA PROVIDES SERVICES, AND TERADATA AND ITS LICENSORS LICENSE THE SOFTWARE, TO YOU HEREUNDER ON AN "AS-IS" BASIS WITHOUT WARRANTIES OF ANY KIND, ORAL OR WRITTEN, EXPRESS OR IMPLIED. WITHOUT LIMITATION TO THE FOREGOING, THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU BEAR THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, AND ACCURACY OF THE SOFTWARE. YOU ASSUME ALL RESPONSIBILITY FOR THE SELECTION OF THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION, USE AND RESULTS OBTAINED FROM THE SOFTWARE. NEITHER TERADATA NOR ITS LICENSORS WARRANT THAT THE SOFTWARE OR SERVICES WILL MEET YOUR REQUIREMENTS OR CONFORM TO ANY SPECIFICATIONS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.

3. LIMITATIONS ON LIABILITY: UNDER NO CIRCUMSTANCES WILL TERADATA's AND ITS LICENSORS' TOTAL CUMULATIVE LIABILITY FOR CLAIMS RELATING TO THE SERVICES (IF ANY), THE SOFTWARE, AND/OR THIS AGREEMENT, WHETHER BASED IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, EXCEED $1,000; PROVIDED, HOWEVER, THAT THE FOREGOING WILL NOT APPLY TO CLAIMS FOR (I) PERSONAL INJURY, INCLUDING DEATH, TO THE EXTENT CAUSED BY TERADATA's NEGLIGENCE OR WILLFUL MISCONDUCT; OR (II) PHYSICAL DAMAGE TO TANGIBLE REAL OR PERSONAL PROPERTY TO THE EXTENT CAUSED BY TERADATA's NEGLIGENCE OR WILLFUL MISCONDUCT EQUAL TO THE AMOUNT OF DIRECT DAMAGES UP TO ONE MILLION DOLLARS PER OCCURRENCE. IN NO EVENT WILL TERADATA OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.

Some states or jurisdictions do not allow the exclusion of limitation of incidental, consequential or special damages, or the exclusion of implied warranties, so the above limitations as set forth above in Section 2 and this Section 3 may not apply to you.

4. Government Restrictions: You agree that you will not directly or indirectly export or transmit the Software without obtaining Teradata's prior written authorization, as well as appropriate governmental approvals, including those required by the U.S. government. Software provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial license rights and restrictions set forth herein. All Software provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with "Restricted Rights" as provided for in 48 C.F.R. 52.227-14 (June 1987) or 48 C.F.R. 252.227-7013 (November 1995), as applicable.

5. Term, Termination and Expiration: This Agreement, including your license to the Software, will expire or terminate on the same date that your Teradata-authorized license to the Supported Code expires or terminates (whichever occurs first) unless this Agreement is terminated earlier as follows. Either party may terminate this Agreement with cause upon providing the other party with 15 days prior written notice in the event that such other party is in default of a material obligation under this Agreement. The party in default will have this 15 day period in which to cure. Either party may terminate this Agreement without cause upon providing 30 days prior written notice to the other party. When this Agreement terminates or expires, you will immediately cease all use of the Software, and destroy all copies of the Software. Sections 1(b), 1(c), 2, 3, 4, 5, 6, and 7 will survive expiration or termination of this Agreement.

6. Choice of Law and Dispute Resolution: The parties will attempt in good faith to resolve any controversy or claim by negotiation or mediation. If they are unable to do so, and regardless of the causes of action alleged, the claim whether arising under this Agreement or otherwise will be resolved by arbitration before a sole arbitrator in Dayton, Ohio pursuant to the then-current Commercial Rules of the American Arbitration Association and the federal substantive and procedural law of arbitration. The arbitrator's award will be final and binding, and may be entered in any court having jurisdiction thereof, but may include only damages consistent with the limitations in this Agreement. Each party will bear its own attorney's fees and costs related to the arbitration. The obligations to negotiate, mediate and arbitrate shall not apply to claims for misuse or infringement of a party's intellectual property rights. Any claim or action must be brought within two years after the cause of action accrues. New York law will govern the interpretation and enforcement of this Agreement, except that the Federal Arbitration Act will govern the interpretation and enforcement of the arbitrability of claims under this Section 6.

7. Entire Agreement: This Agreement constitutes the entire understanding of the parties with respect to the Services (if any) and the Software, and supersedes all other prior agreements and understandings whether oral or written. No oral representation or change to this Agreement will be binding upon either party unless agreed to in writing and signed by authorized representatives of both parties. You will not assign this Agreement or your rights, nor will you delegate your obligations under this Agreement. Failure by either party to enforce any term or condition of this Agreement will not be deemed a waiver of future enforcement of that or any other term or condition. The provisions of this Agreement are severable.