License Agreement for .NET Data Provider for Teradata
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IMPORTANT - READ THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING OR USING THE SOFTWARE. TERADATA WILL LICENSE THE
SOFTWARE TO YOU ONLY IF YOU ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT AND MEET THE CONDITIONS FOR USING
THE SOFTWARE DESCRIBED BELOW. BY DOWNLOADING OR USING THE SOFTWARE YOU (1) AGREE TO THE TERMS AND CONDITIONS
OF THIS AGREEMENT, AND (2) REPRESENT AND WARRANT THAT YOU POSSESS THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON
BEHALF OF YOU, YOUR EMPLOYER (WHEN ACTING ON BEHALF OF YOUR EMPLOYER), AND/OR A TERADATA-AUTHORIZED LICENSEE
(WHEN YOU AND YOUR EMPLOYER ARE ACTING ON BEHALF OF A TERADATA-AUTHORIZED LICENSEE). IF YOU DO NOT ACCEPT THE
TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT DOWNLOAD OR USE THE SOFTWARE.
IMPORTANT - BY DOWNLOADING THE SOFTWARE:
* YOU ACKNOWLEDGE THAT THE SOFTWARE YOU ARE DOWNLOADING FROM TERADATA IS SUBJECT TO THE RESTRICTIONS AND
CONTROLS IMPOSED BY UNITED STATES EXPORT REGULATIONS.
* YOU CERTIFY THAT:
o YOU DO NOT INTEND TO USE THE SOFTWARE FOR ANY PURPOSE PROHIBITED BY UNITED STATES EXPORT REGULATIONS,
INCLUDING, WITHOUT LIMITATION, TERRORISM, CYBER-ATTACKS, CYBER-CRIMES, MONEY-LAUNDERING,
INDUSTRIAL ESPIONAGE, OR NUCLEAR, CHEMICAL OR BIOLOGICAL WEAPONS PROLIFERATION.
o YOU ARE NOT LISTED AS A DENIED PARTY ON ANY LIST GOVERNING UNITED STATES EXPORTS.
o YOU ARE NOT A NATIONAL OF ANY COUNTRY THAT IS NOT APPROVED FOR EXPORT OF THE SOFTWARE. AS OF 2017,
THESE COUNTRIES ARE CUBA, IRAN, NORTH KOREA, AND SYRIA.
This License Agreement ("Agreement") is a legal contract between you (as defined below) and Teradata (as defined
below) regarding the Software (as defined below). The terms "you", "your" and "yours" collectively and individually
refer to you as an individual and to any company for which you are acting. The term "Teradata" refers to either
Teradata U.S., Inc. for Software deliveries in the US or Teradata Ireland Ltd. for Software deliveries outside the
United States. "Software" refers to the software product identified above, which consists of computer software code
in object code form only, as well as associated documentation that Teradata may elect in its sole discretion to
provide you. "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.
1. Term. This Agreement commences on the earliest date of the first download, first copying, first installation, or
first use of the Software (the "Effective Date"). Unless terminated earlier as provided herein, this agreement,
including your license to the Software, will expire or terminate on the same date that your Teradata-authorized
license to use the Teradata Analytics Platform product expires or terminates (whichever occurs first).
(a) Subject to your compliance with all of the terms and conditions of this Agreement and only during the term of
this Agreement, Teradata grants you a nonexclusive, nontransferable, paid up license to install and use the Software
on your computer solely for purposes of facilitating your Teradata-authorized license to use the Teradata Relational
Database. You may make reasonable archival backup copies of the Software, but may only use an archival copy in
lieu of your primary copy and subject to the same restrictions as your primary copy.
(b) The term Third Party Software means computer programs or modules (including their documentation) that bear
the logo, copyright and/or trademark of a third party (including open source software that are contained in files
marked as "open source" or the like) or are otherwise subject to the written license terms of a third party. The term
"Software" does not include Third Party Software. Third Party Software is licensed to you subject to the applicable
license terms accompanying it, included in/with it, referenced in it, or otherwise entered into by you with respect to
it. Third Party Software license terms include those found in the FOSS licensing zip file accompanying the
Software. Teradata provides source code to certain Third Party Software for certain periods of time in compliance
with certain applicable licenses. To request such source code, visit
(c) You will not sell, copy, rent, loan, modify, transfer, disclose, embed, sublicense, create derivative works of or
distribute the Software, in whole or in part, without Teradata's prior written consent. You are granted no rights to
obtain or use the Software's source code. You will not reverse-assemble, reverse compile or reverse-engineer the
Software, except as expressly permitted by applicable law without the possibility of contractual waiver.
Notwithstanding anything to the contrary, you do not have any license, right, or authority to subject the Software, in
whole or in part or as part of a larger work, to any terms of any other agreement, including GNU Public Licenses.
(d) No license rights to the Software will be implied. The Software, which includes all copies thereof (whether in
whole or in part), is and remains the exclusive property of Teradata. You will ensure that all copies of the Software
contain Teradata's copyright notices, as well as all other proprietary legends. Teradata reserves the right to inspect
your use of the Software for purposes of verifying your compliance with the terms and conditions of this Agreement.
3. Responsibilities. You are responsible for the installation of the Software, as well as for providing data security
and backup operations. This Agreement does not require Teradata to provide you with any Enhancements,
consulting services, technical assistance, installation, training, support, or maintenance 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 and may be modified or discontinued at any time for any reason.
4. DISCLAIMER OF WARRANTY. TERADATA: (a) PROVIDES SERVICES (IF ANY), (b) LICENSES THE SOFTWARE, AND (c) PROVIDES
THIRD PARTY SOFTWARE TO YOU ON AN "AS-IS" BASIS WITHOUT WARRANTIES OF ANY KIND (ORAL OR WRITTEN, EXPRESS OR IMPLIED,
OR STATUTORY). WITHOUT LIMITATION TO THE FOREGOING, THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. TERADATA DOES NOT WARRANT THAT THE SOFTWARE, THIRD PARTY SOFTWARE, OR
SERVICES WILL MEET YOUR REQUIREMENTS OR CONFORM TO ANY SPECIFICATIONS, OR THAT THE OPERATION OF THE SOFTWARE OR THIRD
PARTY SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. YOU BEAR THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE,
ACCURACY, AND RESULTS OBTAINED FROM THE SOFTWARE, THIRD PARTY SOFTWARE, AND SERVICES.
SOME JURISDICTIONS RESTRICT DISCLAIMERS OF WARRANTY, SO THE ABOVE DISCLAIMERS MAY NOT FULLY APPLY TO YOU.
5. LIMITATIONS ON LIABILITY: UNDER NO CIRCUMSTANCES WILL TERADATA'S AND ITS LICENSORS' TOTAL CUMULATIVE LIABILITY FOR
CLAIMS RELATING TO THIS AGREEMENT, THE SERVICES, THE SOFTWARE, AND/OR THIRD PARTY SOFTWARE (WHETHER BASED IN CONTRACT,
STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) EXCEED US$1,000; PROVIDED, HOWEVER, THAT THE FOREGOING WILL NOT
APPLY TO CLAIMS FOR (A) PERSONAL INJURY, INCLUDING DEATH, TO THE EXTENT CAUSED BY TERADATA'S NEGLIGENCE OR WILLFUL
MISCONDUCT; OR (B) 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, OR
FOR LOSS OF PROFITS, REVENUE, TIME, OPPORTUNITY OR DATA, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME JURISDICTIONS RESTRICT LIMITATIONS OF LIABILITY, SO THE ABOVE LIMITATIONS MAY NOT FULLY APPLY TO YOU.
6. Government Restrictions. You agree that you will not, directly or indirectly, export or transmit any Software
without obtaining Teradata's prior written authorization, as well as appropriate governmental approvals, including
those required by the U.S. Government. Use and or distribution of this software is subject to export laws and
regulations of the United States and other jurisdictions. The links below connect you to applicable U.S. government
agencies, and their regulations, that have jurisdiction over this transaction.
In downloading this product, you acknowledge that this transaction is subject to applicable export control laws and
you certify that your download, use and/or subsequent distribution of this product is not prohibited under applicable
laws and regulations.
The Government's use, duplication, or disclosure of Teradata's commercial computer software and commercial
computer software documentation is subject to: (a) the Restricted Rights Notice set forth in 48 C.F.R. 52.227-14
(Rights In Data - General); (b) Teradata's standard commercial license rights supplemented by 48 C.F.R. 52.227-19
(Commercial Computer Software - Restricted Rights); and/or (c) the limited rights and license set forth
48 C.F.R. 252.227-7015 (Technical Data-Commercial Items), as applicable.
7. Termination and Expiration. A party may terminate this Agreement with or without cause, upon providing
written notice to the other parties. When this Agreement terminates or expires, you will immediately cease all use of
the Software, permanently remove the Software from all computers, destroy all copies of the Software, and (upon
receipt of Teradata's request) provide a signed written certification that the foregoing has occurred. Sections 4, 5, 6,
7, 8, 9, 10, and 11 will survive expiration or termination of this Agreement.
8. 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 and
whether they arise under this Agreement or otherwise, the claim 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 claimant knows or
should have known of the claim. 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.
9. Feedback. Notwithstanding anything to the contrary: (a) Teradata will have no obligation of any kind with
respect to any Software-related comments, suggestions, design changes or improvements that you elect to provide to
Teradata in either verbal or written form (collectively, "Software Feedback"), and (b) Teradata and its affiliates are
hereby free to use any ideas, concepts, know-how or techniques, in whole or in part, contained in Software
Feedback: (i) for any purpose whatsoever, including developing, manufacturing, and/or marketing products and/or
services incorporating Software Feedback in whole or in part, and (ii) without any restrictions or limitations,
including requiring the payment of any license fees, royalties, or other consideration.
10. Confidentiality. You will not disclose the results of any testing or evaluations, including any benchmarks,
insofar as it relates to the Software without Teradata's prior written consent.
11. Miscellaneous. This Agreement constitutes the entire understanding of the parties with respect to the Software
and Services, 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 all 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. "Include", "includes", and "including" shall be interpreted as introducing a list of
examples which do not limit the generality of any preceding words or any words in the list of examples.