PLEASE READ THIS DATASTAX DSE BULK UTILITY TERMS (“AGREEMENT”) CAREFULLY. BY CLICKING A BOX INDICATING ACCEPTANCE, DOWNLOADING OR USING THE SOFTWARE DOWNLOADED (“Licensed Software”), YOU ACKNOWLEDGE THAT YOU HAVE READ THE TERMS AND AGREE TO THEM. IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE LEGAL ENTITY TO THESE TERMS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT WISH TO BE BOUND BY THE TERMS, THEN YOU MUST NOT USE THE LICENSED SOFTWARE.
Subject to the terms and conditions of this Agreement, DataStax grants you a non-exclusive, non-transferable, non-sublicensable, limited, royalty-free license to use the unmodified Licensed Software, without the right to re-distribute to any third party. The Licensed Software may be used for: (a) writing data to any DataStax product for which you have an active, paid subscription; and (b) reading data from(i)any DataStax product for which you have an active, paid subscription; (ii)other NoSQL or relational databases; and (iii) other sources as may be approved in writing by DataStax.
Licensed Software is confidential and copyrighted. Except as expressly permitted under this Agreement, you agree not to assign, distribute, transfer, lease, disassemble, decompile, reverse engineer, modify, or create derivative works of the Licensed Software, in whole or in part, or permit or authorize a third party to do so.
The Licensed Software is licensed, not sold. DataStax retains title, ownership, and all associated intellectual property of Licensed Software. You will not delete or in any manner alter the copyright, trademark, and other proprietary rights notices or markings appearing on the Licensed Software as delivered to you. If the Licensed Software is being used by or on behalf of the U.S. Government, then the U.S. Government’s rights in them will be only those specified in this Agreement, consistent with FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable.
This Agreement is effective until terminated. DataStax reserves the right, in its sole discretion, to terminate this Agreement upon 30-days’ written notice. You may terminate this Agreement at any time by destroying all copies of Licensed Software. This Agreement will terminate immediately without notice from DataStax if you fail to comply with any provision of this Agreement. Either party may terminate this Agreement immediately should any Licensed Software become, or in either party’s opinion be likely to become, the subject of a claim of infringement of any intellectual property right. Upon termination, you must destroy all copies of Licensed Software.
If you provide any suggestions, feedback, or improvements to the Licensed Software, DataStax will have the right to use and have others use such suggestions, feedback, and improvements for any purpose. You hereby irrevocably assign to DataStax all rights, title and interest in such suggestions, feedback, or improvements.
Unless required by applicable law or agreed to in writing, DataStax provides Licensed Software on an “as-is” basis. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, DATASTAX PROVIDES NO OTHER WARRANTIES REGARDING THE LICENSED SOFTWARE, AND TO THE FULLEST EXTENT PERMITTED BY LAW DISCLAIMS ALL OTHER WARRANTIES, TERMS AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES, TERMS AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM DATASTAX OR ELSEWHERE WILL CREATE ANY WARRANTY, TERM OR CONDITION UNLESS EXPRESSLY STATED IN THIS AGREEMENT.
To the fullest extent permitted by applicable law, in no event shall DataStax be liable for the cost of procurement of substitute goods or technology, loss of profits, or for any special, consequential, incidental, punitive or indirect damages on any theory of liability, whether in contract, tort, strict liability or otherwise, even if advised of the possibility of such damages. To the fullest extent permitted by applicable law, in no event shall the total liability of DataStax to you under this Agreement exceed one hundred US dollars ($100.00).
8.1. Assignment.You may not assign this Agreement by operation of law or otherwise. DataStax may assign this Agreement upon written notice.
8.2. Entire Agreement.This Agreement constitutes the complete Agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. No modification of this Agreement will be binding, unless in writing and signed by an authorized representative of each party.
8.3. Export Controls.By using the Licensed Software, you agree to comply with all import, export, and re-export restrictions and regulations of the United States and other countries.
8.4. Inspection.During the term of this Agreement and for one year thereafter, DataStax or its designated agent may inspect your facilities and records to verify your compliance with the Agreement. Any such inspection will take place only during your normal business hours and upon no less than 15 days prior written notice.
8.5. Governing Law.This Agreement is to be construed in accordance with the laws of the State of California and controlling U.S. federal laws, without regard to the choice of law rules of any jurisdiction.
8.6. Severability and Waiver.If any provision of this Agreement (or any portion hereof) is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the parties. The waiver by either party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach.
8.7. Third Party Code.Additional copyright notices and license terms that may be applicable to portions of the Licensed Software are set forth, if any, in a license.txt file.
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