RDBMS to Apache Cassandra Accelerator Terms

PLEASE READ THIS DATASTAX RDBMS TO APACHE CASSANDRA ACCELERATOR LICENSE TERMS (“AGREEMENT”) CAREFULLY. BY CLICKING A BOX INDICATING ACCEPTANCE OR USING THE DATASTAX RDBMS TO APACHE CASSANDRA ACCELERATOR (“LICENSED TOOL”), 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 TOOL.

1. License Grant

Subject to the terms and conditions of this Agreement, DataStax grants you a non-exclusive, non-transferable, non-sublicensable, limited, royalty-free license to access the unmodified Licensed Tool, without the right to re-distribute to any third party. This license is valid only while procuring migration or other similar services. Customer is responsible and liable for (1) all activity that occurs on Customer’s account, and (2) all Authorized Users' acts and omissions in connection with the Software and compliance with the Agreement.  There is no right to support provided with the Licensed Tool.

2. Restrictions

Licensed Tool 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 ToolL, in whole or in part, or permit or authorize a third party to do so.

3. Ownership

The Licensed Tool is licensed, not sold. DataStax retains title, ownership, and all associated intellectual property of Licensed Tool. You will not delete or in any manner alter the copyright, trademark, and other proprietary rights notices or markings appearing on the Licensed Tool as delivered to you. If the Licensed Tool 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.

4. Term

This Agreement will begin on the date you sign or accept the Agreement and continue for the duration of your procured services from DataStax  or until the date on which the Agreement is otherwise terminated as specified herein (the “Term”). DataStax reserves the right, in its sole discretion, to terminate this Agreement upon written notice. You may terminate this Agreement at any time by destroying all copies of Licensed Tool. 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 Toolbecome, 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 Tool.

5. Feedback

If you provide any suggestions, feedback, or improvements to the Licensed Tool, 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.

6. Confidentiality

5.1 Confidentiality Obligation.  During the term of this Agreement, both parties agree that: (1) Confidential Information will be used only in accordance with the terms and conditions of this Agreement; (2) each will use the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (3) the Confidential Information may be disclosed only to (a) employees, agents and contractors with a need to know, and to its auditors and legal counsel, in each case, who are under a written obligation to keep such information confidential using standards of confidentiality not less restrictive than those required by this Agreement; and (b) comply with a legal requirement or process, including, but not limited to, civil and criminal subpoenas, court orders or other compulsory disclosures inside or outside of the United States.  DataStax may use any data provided by You to DataStax for internal business purposes only, including improving, testing and providing the DataStax products and services.  “Confidential Information” means any information designated as confidential orally or in writing by either party, or any information that the receiving party knows, or has reason to know, is confidential or proprietary based upon its treatment by the disclosing party.  Confidential Information does not include (a) information submitted by You as feedback; or (b) usage data provided by Customer to DataStax.

5.2 Exclusions.  This Agreement imposes no obligation with respect to information that: (1) is a part of or enters into the public domain; (2) was already in the recipient’s possession prior to the date of disclosure other than by breach of this Agreement; (3) is rightfully received from a third party without any duty of confidentiality; or (4) is independently developed without reference to the Confidential Information of the disclosing party.

7. Warranty

7.1 Authority.  You warrant that you have the full power and authority to enter into this Agreement.

7.2 Customer Data Warranty.  You warrant that you have obtained any necessary consents that are required for you to provide any data to DataStax under this Agreement and grant the rights to DataStax specified herein.  You further warrant that the data and your transfer of any data to DataStax complies with all applicable laws and do not violate the intellectual property or privacy rights of any third party.

7.3 Unless required by applicable law or agreed to in writing, DataStax provides Licensed Tool on an “as-is” basis. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, DATASTAX PROVIDES NO OTHER WARRANTIES REGARDING THE LICENSED TOOL, 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.

8. Limitation of Liability

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).

9. Indemnification

9.1 Customer Indemnity.  Customer shall defend or settle at its sole expense any claim brought against DataStax, its directors, officers, or employees by a third party arising out of any breach by Customer of any term or condition of this Agreement.

10. Miscellaneous

10.1. Assignment. You may not assign this Agreement by operation of law or otherwise. DataStax may assign this Agreement upon written notice.

10.2. 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.

10.3. Export Controls. By using the Licensed Tool, you agree to comply with all import, export, and re-export restrictions and regulations of the United States and other countries.

10.4. 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.

10.5. 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.

10.6. 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.

10.7. Survival. Provisions of the Agreement related to the following subjects will survive the termination or expiration of the Agreement:  Restrictions, Effect of Termination, Confidentiality, Indemnity, Limitation of Liability, and Miscellaneous.

10.8. Third Party Code. Additional copyright notices and license terms that may be applicable to portions of the Licensed Tool are set forth, if any, in a license.txt file.

11. Questions

If you have questions, please contact us using the information at www.datastax.com/contact.