EXASolution License Agreement

Licensee may use EXASolution (software and documentation) only in accordance with this license agreement ("Agreement"). Use of EXASolution is expressly conditioned on licensee's agreement to the terms and conditions set forth herein. EXASolution may contain third-party software and the use of EXASolution is therefore further conditioned on licensee's agreement to such third-party terms and conditions as are set forth in the software administration frontend (EXAoperation). By beginning the use of EXASolution the user represents that he is duly authorized to legally bind licensee to the terms of this Agreement and to the terms for use of the third-party.

Definitions

The following definitions shall apply: "Documentation" means the documentation (in electronic form in English language) that describes how to use EXASolution and is provided by EXASOL for use with the Software; "EXASOL" means EXASOL Europa Vertriebs GmbH, a German corporation; "EXASolution" is the EXASOL Relational Database Management System, EXASolution®, consisting of Software and Documentation, as modified or adapted by EXASOL from time to time; "License" means the authorized use of EXASolution in accordance with the terms and conditions stipulated in this Agreement; "Licensee" means the person or company that has accepted the terms and conditions set forth in this Agreement and subsequently acquired a License from EXASOL by download from the Azure market place; “Pre-Installed Image” means a virtual machine image offered by EXASOL in which the Software is pre-installed; “Provisioning Portal” means the online portal through which Pre-Installed Images are offered for purchase and deployment or a corresponding API (application programming interface) that offers the portal’s functionality for automated usage; "Software" means all proprietary and/or open source software which may be part of EXASolution and may change from time to time.

 

License Terms

2.1 Use. Subject to Licensee’s compliance with the terms and conditions in this Agreement, EXASOL grants to Licensee a limited, non-exclusive, non-transferable, not sub licensable license to use the Software within Pre-Installed Images that Licensee deploy in Windows Azure for his business operations, which may include providing services to third parties.

2.2 Scope of License. The Software is licensed, not sold. Nothing in this Agreement shall be construed as transferring title to the Software to Licensee or any other party. This Agreement only gives Licensee some rights to use the Software. Unless applicable law gives Licensee more rights despite this limitation, Licensee may use the Software only as expressly permitted in this Agreement. In doing so, Licensee must comply with any technical limitations in the Software that only allow Licensee to use it in certain ways (cf. 2.3-2.5).

2.3 Use within Windows Azure. Licensee may use the Software only within Pre-Installed Images that Licensee deploy and use in Windows Azure. Licensee may not duplicate the Software. Licensee may not transfer the Software to or use the Software on any other device or system, including but not limited to on-premises computing systems, other virtualized or cloud computing environments, or other Windows Azure virtual machines.

2.4 Redistribution and Third-Party Use. Only the legal entity that entered into this Agreement is permitted to use the Software under this Agreement. Licensee may not assign, give, or transfer the Software or any interest in it to another individual or entity. If Licensee grants any security interest in the Software to any third party, despite the foregoing restriction, the secured party shall have no right to use or transfer the Software. Licensee may not rent, lease, or lend the Software or publish the Software for others to copy. Licensee may not use the Software for timesharing, subscription service, hosting, or outsourcing. Licensee may not make the Software available in any manner to any third party for use in the third party's business operations. Notwithstanding the foregoing, Licensee may create web and cloud-based services that make use of or incorporate the Software and Licensee may use or provide such services to third parties for any lawful purpose, provided that (i) Licensee’s services add primary and significant functionality to the Software and (ii) Licensee does not distribute the Software itself to any third parties as part of the services. Licensee may also allow his agents or contractors (including, without limitation, outsourcers) to use the Software on his behalf, provided that such use complies with the terms of this Agreement and Licensee agrees to be responsible for any such agent's, contractor's, or outsourcer's compliance with this Agreement.

2.5 Modifications and Technical Limitations. Licensee may not work around any technical limitations in the Software. Licensee may not reverse engineer (unless required by law for interoperability), disassemble, or decompile the Software; the foregoing prohibition includes but is not limited to review of data structures or similar materials produced by the Software. Licensee may not modify the Software to remove or modify any program markings or any notice of EXASOL’s proprietary rights. Licensee may not publish the results of any benchmark tests of the Software.

2.6 Intellectual Property Rights. Title to the Software and Documentation, and copyrights and all other property rights applicable thereto, shall at all times remain solely and exclusively with EXASOL and, in the case of third party software, with its respective owners and Licensee shall not take any action inconsistent with such title. The Software and Documentation are protected by copyright laws and international treaties.

 

3.     Future Availability of the Software, Term and Expiration

3.1 Future Availability. EXASOL may discontinue providing updates to the Software or releasing new versions of the Software. Licensee acknowledges and agrees that he has not relied on the future availability of the Software or any related services in using the Software.

3.2 Term. Provided that Licensee complies with the terms of this Agreement, Licensee right to use the Software will continue for as long as EXASOL continue to offer the Software within Windows Azure. In the event that EXASOL elects to discontinue offering the Software within Windows Azure, this Agreement will terminate. EXASOL will provide at least thirty (30) days’ notice prior to any termination. EXASOL may terminate this Agreement immediately in the event that Licensee violates any terms of this Agreement. Upon termination of this Agreement, Licensee must discontinue use of and destroy all copies of the Software, including any documentation.

 

4.     Internet Based Services; Community Support; EXASOL Support

4.1 Internet Based Services. EXASOL may provide Internet-based services in connection with the Software. For example, EXASOL may configure the Software to check occasionally for updates or supplements to the Software.  EXASOL may change or cancel such Internet-based services, if any, at any time. For more information on EXASOL’s privacy practices, see EXASOL’s privacy statement https://www.exasol.com/portal/display/SOL/Privacy+Policy.

4.2 Community Support. Licensee can receive assistance in EXASOL Community and in EXASOL Solution Center and can access current product updates free of charge upon registration for EXASOL User Portal (https://www.exasol.com/portal/display/REG/Registration). The registration routine requires a valid e-mail address and current cluster information, which can be obtained via the administration tool EXAoperation (Support/Get cluster information). Please ensure providing this data each time you have a support request. There is no obligation for EXASOL to provide answers or fix errors within a certain time frame.

4.3 EXASOL Support. An upgrade to a higher support level is possible upon a separate agreement (please contact azure-contracting@exasol.com for more information on that).

 

5.     Export Regulations; U.S. Government Restrictions

     Licensee acknowledges that the Software may be subject to United States export laws, statutes and regulations and to export laws, statutes and regulations of other countries, and that Licensee will at all times comply with the provisions of such laws, statutes and regulations including any necessary or required licenses. Licensee shall not export or re-export or otherwise transmit, directly or indirectly, the Software or any direct products thereof into, or use the Software or any products thereof in, any country prohibited or restricted under United States export laws, statutes or regulations or any other applicable laws.

 

6.     Entire Agreement; Updates to Agreement

    This Agreement, and the terms for supplements, updates, Internet-based services, and support services that Licensee uses, are the entire agreement for the Software and support services. EXASOL may update the terms of this Agreement from time to time by providing an updated version in the Provisioning Portal. EXASOL will provide Licensee with thirty (30) days’ notice prior to making any changes to the terms of this Agreement in the case the Licensee is registered for at least Community Support. Following such notice period, continuing to run any Pre-Installed Images will constitute Licensee’s acceptance of the updated terms.

 

7.     Applicable Law

     This Agreement, including any claims for breach of it, will be governed by the laws of the state of Washington, regardless of conflict of laws principles. The Uniform Computer Transactions Act does not apply to this Agreement.

 

8.     Legal Effect

      This Agreement describes certain legal rights. Licensee may have other rights under the laws of his country. This Agreement does not change Licensee’s rights under the laws of Licensee’s country if the laws of Licensee’s country do not permit it to do so.

 

9.     Disclaimer of Warranty

      The Software is licensed “as-is.” Licensee bears the risk of using it. EXASOL gives no express warranties, guarantees, or conditions. Licensee may have additional consumer rights or statutory guarantees under his local laws that this Agreement cannot change. To the extent permitted under Licensee’s local laws, EXASOL excludes all implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

 

FOR AUSTRALIA – Licensee has statutory guarantees under the Australian Consumer Law, and nothing in these terms is intended to affect those rights.

 

10.  Limitation on and Exclusion of Remedies and Damages

    For any claim arising in connection with this Agreement, Licensee can recover from EXASOL only direct damages up to U.S. $5.00. Licensee cannot recover from EXASOL any other damages, including consequential, special, indirect, punitive, incidental, or damages based on any loss of profits, revenue, data, or data use arising from or relating to the Microsoft Windows Azure platform and the use of the Software.

      This limitation applies to

      -     anything related to the Software, services, content (including code) on third-party Internet sites, or third-party programs; and

      -     claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by applicable law.

      -     It also applies even if EXASOL knew or should have known about the possibility of the damages. The above limitation or exclusion may not apply to Licensee because his country may not allow the exclusion or limitation of incidental, consequential, or other damages.

 

11.  Miscellaneous

11.1 Assignment. Licensee shall not assign, sub-license or transfer any rights granted hereunder to any third party without EXASOL’s prior written consent. EXASOL may assign this Agreement to any of its affiliates.

11.2 Third Party Beneficiaries. No provision in this Agreement is intended, nor shall any be interpreted, to provide any person not a party to this Agreement with any remedy, claim, liability, reimbursement, or cause of action or to create any other third-party beneficiary rights against EXASOL.

11.3 Modifications. Any modification or deletion of the provisions of this Agreement, including modifications to or a waiver of this written form requirement, shall not be enforceable unless such modification or deletion is expressly agreed in writing and signed by both parties.

11.4 Invalid terms. Should individual terms of this Agreement be or become invalid or unenforceable or in case this Agreement contains omissions, this shall not affect the validity of the remaining terms. Instead of the invalid, unenforceable or missing terms, such valid and enforceable term shall be deemed to have been agreed upon between the parties which the parties would reasonably have agreed upon by taking into account the economic purpose of this Agreement had they been aware at the conclusion of this Agreement that the relevant term was invalid, unenforceable or missing.