Get in the driver's seat with our DMX-h Hadoop ETL solution. Designed for use with the Hortonworks Sandbox, the test drive enables you to discover how our powerful, user-friendly ETL software delivers everything you need to turn Hadoop into a smarter Big Data solution.
This is TRIAL SOFTWARE and not for production use. This software is provided AS IS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. The Syncsort® DMX-h® software installed in this virtual machine image is subject to Syncsort’s Software License Agreement, which you will be required to accept when installing a trial license key.
THIS LICENSE AGREEMENT (THIS “AGREEMENT”) APPLIES TO YOUR USE OF THE CLOUDERA VIRTUAL MACHINE (“SOFTWARE”) PROVIDED BY CLOUDERA, INC. (“CLOUDERA”).
PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY.
BY ACCESSING OR USING THE SOFTWARE, YOU ACKNOWLEDGE AND AGREE THAT: (I) YOU HAVE READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT; (II) YOU UNDERSTAND ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT; AND (III) YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.
IF YOU DO NOT AGREE TO ALL OF THE TERMS OR CONDITIONS OF THIS AGREEMENT, CLOUDERA IS UNWILLING TO LICENSE THE SOFTWARE TO YOU.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY (OR OTHER ENTITY), YOU REPRESENT THAT YOU ARE THE EMPLOYEE OR AGENT OF SUCH COMPANY (OR OTHER ENTITY) AND YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH COMPANY (OR OTHER ENTITY).
THE “EFFECTIVE DATE” OF THIS AGREEMENT IS THE DATE YOU FIRST ACCESS THE SOFTWARE.
FOR THE PURPOSE OF THIS AGREEMENT, YOU AND, IF APPLICABLE, SUCH COMPANY (OR OTHER ENTITY) CONSTITUTES “CUSTOMER”.
THIS AGREEMENT CONSTITUTES AN ENFORCEABLE AGREEMENT BY AND BETWEEN YOU AND CLOUDERA.
1. License and Delivery. Subject to the terms and conditions of this Agreement, Cloudera grants to Customer a nonexclusive, nontransferable, nonsublicensable, revocable and limited license to (i) access, use and reproduce the Software solely for Customer’s internal purposes and solely with Cloudera’s Distribution, including Apache Hadoop (http://archive.cloudera.com/docs/cdh.htm) (“CDH”) and (ii) distribute the Software solely for the purpose of evaluating and marketing the Software to Customer’s customers, provided, however, that: (a) Customer is a partner of Cloudera who is certified on the then-current version of the Software; and (b) Customer ensures that (x) its customers agree to all of the terms and conditions of this Agreement prior to downloading the Software, (y) Customer’s customers do not distribute the Software and (z) Customer agrees to use commercially reasonable efforts to provide Cloudera with monthly lists of contact information for all such customers who download the Software from Customer. Notwithstanding any terms to the contrary in this Agreement, Customer will remain responsible for all acts or omissions of Customer’s customers with respect to the Software to the same extent as if such acts or omissions were undertaken by Customer.
2. License Restrictions. Except as expressly authorized by this Agreement, Customer may not: (i) modify, translate or create derivative works of the Software; (ii) decompile or reverse assemble any portion of the Software or attempt to discover any source code or underlying ideas or algorithms of the Software; (iii) publicly perform, display, discuss or otherwise distribute any portion of the Software; (iv) sell, assign, sublicense, rent, lease, loan, provide, distribute or otherwise transfer all or any portion of the Software; (v) allow the use of the Software with any other Hadoop offering other than CDH; (vi) allow the transfer, transmission, export, or re-export of the Software, or any portion thereof, in violation of any export control laws or regulations administered by the U.S. Commerce Department, OFAC, or any other government agency; (vii) use the Software in the design, construction, operation or maintenance of any nuclear facility; (viii) acquire the Software on behalf of the U.S. Government or any U.S. Government prime contractor or subcontractor without Cloudera’s express written consent; (ix) access or use the Software in order to build a competitive product or service; or (x) cause or permit any other party to do any of the foregoing. In addition, Customer will not remove, alter or obscure any proprietary notices in the Software, including copyright notices, or permit any other party to do so.
3. Ownership. As between the parties and subject to the grants under this Agreement, Cloudera and its suppliers own all right, title and interest in and to the Software and any and all Intellectual Property Rights (as defined below) embodied therein or related thereto. Cloudera reserves all rights not expressly granted in this Agreement, and no licenses are granted by Cloudera to Customer under this Agreement, whether by implication, estoppel or otherwise, except as expressly set forth herein. “Intellectual Property Rights” means all patents, copyrights, moral rights, trademarks, trade secrets and any other form of intellectual property rights recognized in any jurisdiction, including applications and registrations for any of the foregoing.
4. Nondisclosure. “Confidential Information” means all information disclosed (whether in oral, written, or other tangible or intangible form) by Cloudera to Customer concerning or related to this Agreement or Cloudera (whether before, on or after the Effective Date) which Customer knows or should know, given the facts and circumstances surrounding the disclosure of the information by Cloudera, is confidential information of Cloudera. Confidential Information includes, but is not limited to, the components of the business plans, the Software (excluding the Third Party Software (as defined below) that is governed by an open source license including, but not limited to, any copyleft licenses or free software licenses), inventions, design plans, financial plans, computer programs, know-how, customer information, strategies and other similar information. Confidential Information also includes any information or materials obtained from a third party and is designated a confidential or proprietary, including, as applicable, Third Party Software (as defined below) that is not governed by a Third Party License. Customer will, during the term of this Agreement and thereafter, maintain in confidence the Confidential Information and will not use such Confidential Information except as expressly permitted herein. Customer will use the same degree of care in protecting the Confidential Information as Customer uses to protect its own confidential information from unauthorized use or disclosure, but in no event less than reasonable care. Confidential Information will be used by Customer solely for the purpose of carrying out Customer’s obligations under this Agreement. Confidential Information will not include information that: (i) is in or enters the public domain without breach of this Agreement through no fault of Customer; (ii) Customer can reasonably demonstrate was in its possession prior to first receiving it from Cloudera; (iii) Customer can demonstrate was developed by Customer independently and without use of or reference to the Confidential Information; or (iv) Customer receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation. Notwithstanding any terms to the contrary in this Agreement, any suggestions, comments or other feedback provided by Customer to Cloudera with respect to the Software (collectively, “Feedback”) will constitute Confidential Information. Further, Cloudera will be free to use, disclose, reproduce, license and otherwise distribute, and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of Intellectual Property Rights or otherwise.
5. Disclaimer. THE SOFTWARE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES, COVENANTS OR CONDITIONS OF ANY KIND, AND MAY INCLUDE BETA SOFTWARE NOT RECOMMENDED FOR PRODUCTION PURPOSES. CLOUDERA AND ITS SUPPLIERS DO NOT WARRANT THAT THE SOFTWARE WILL BE FREE FROM BUGS, ERRORS, OR OMISSIONS. CLOUDERA AND ITS SUPPLIERS DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE SOFTWARE WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE, INCLUDING ANY AND ALL (I) WARRANTIES OF MERCHANTABILITY, (II) WARRANTIES OF FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT CLOUDERA KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE AWARE OF ANY SUCH PURPOSE), AND (III) WARRANTIES OF NONINFRINGEMENT OR CONDITION OF TITLE. CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER HAS RELIED ON NO WARRANTIES.
6. Limitation of Liability. IN NO EVENT WILL: (I) CLOUDERA OR ITS SUPPLIERS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF REVENUE, LOSS OF GOODWILL, ANY INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SOFTWARE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF CLOUDERA HAS BEEN ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) THE TOTAL LIABILITY OF CLOUDERA OR ITS SUPPLIERS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE EXCEED THE AGGREGATE AMOUNT PAID BY CUSTOMER TO CLOUDERA, IF ANYTHING, UNDER THIS AGREEMENT. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION.
7. Third Party Suppliers. Notwithstanding any terms to the contrary in this Agreement: (i) Customer acknowledges and agrees that the Software contains Third Party Software; and (ii) Customer agrees to comply with the third party licenses applicable to the Third Party Software. Cloudera makes no warranties or representations of any kind to Customer regarding any Third Party Software or that the terms or conditions of the third party licenses applicable to the Third Party Software may not change or be altered by such third parties at any time, and Cloudera assumes no liability for any claim that may arise with respect to such Third Party Software or Customer’s use or inability to use the same. “Third Party Software” means copyrighted, patented and/or otherwise legally protected software of third parties. The licenses applicable to the Third Party Software are set forth at https://ccp.cloudera.com/display/DOC/Third-Party+Licenses.
8. Term and Termination. The term of this Agreement will commence on the Effective Date and continue until terminated as set forth in this Agreement. This Agreement will terminate immediately and without notice from Cloudera if Customer fails to comply with any of the provisions of this Agreement. Further, either party may terminate this Agreement immediately should the Software become, or in either party’s opinion be likely to become, the subject of a claim of infringement of any Intellectual Property Rights. Upon the expiration or termination of this Agreement: (i) all rights granted to Customer under this Agreement will immediately cease; and (ii) Customer will promptly provide Cloudera with all Confidential Information then in its possession or destroy all copies of such Confidential Information, at Cloudera’s sole discretion and direction. In addition to all definitions and this sentence, the following Sections will survive any termination or expiration of this Agreement: 2, 3, 4, 5, 6, 7 and 9.
This Agreement including all terms and conditions incorporated herein by reference, sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and supersedes all prior or contemporaneous agreements, proposals, negotiations, conversations, discussions and understandings, written or oral, with respect to such subject matter and all past dealing or industry custom.
Neither party will, for any purpose, be deemed to be an agent, franchisor, franchise, employee, representative, owner or partner of the other party, and the relationship between the parties will only be that of independent contractors. Neither party will have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever.
This Agreement will be governed by and construed in accordance with the laws of the State of California applicable to agreements made and to be entirely performed within the State of California, without resort to its conflict of law provisions. The state or federal court in Santa Clara County, California will be the jurisdiction in which any suits should be filed if they relate to this Agreement. Prior to the filing or initiation of any action or proceeding relating to this Agreement, the parties must participate in good faith mediation in Santa Clara County, California. If a party initiates any proceeding regarding this Agreement, the prevailing party to such proceeding is entitled to reasonable attorneys’ fees and costs for claims arising out of this Agreement.
No modification, addition or deletion, or waiver of any rights under this Agreement will be binding on a party unless made in a non-preprinted agreement clearly understood by the parties to be a modification or waiver, and signed by a duly authorized representative of each party.
No failure or delay (in whole or in part) on the part of a party to exercise any right or remedy hereunder will operate as a waiver thereof or effect any other right or remedy. All rights and remedies hereunder are cumulative and are not exclusive of any other rights or remedies provided hereunder or by law.
The waiver of one breach or default or any delay in exercising any rights will not constitute a waiver of any subsequent breach or default.
This Agreement will be fairly interpreted in accordance with its terms and, as each party acknowledges, the benefit of counsel in the drafting and negotiation thereof will not be construed in favor of or against any party.
If any provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of this Agreement will nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by this Agreement is not affected in any manner adverse to any party. Upon such determination that any provision is invalid, illegal, or incapable of being enforced, the parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled.
Neither this Agreement nor any right or duty under this Agreement may be transferred, assigned or delegated by Customer, by operation of law or otherwise, without the prior written consent of Cloudera, and any attempted transfer, assignment or delegation without such consent will be void and without effect. Cloudera may freely transfer, assign or delegate this Agreement or any of its rights or duties under this Agreement without the written consent of Customer. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective representatives, heirs, administrators, successors and permitted assigns.
Notwithstanding any terms to the contrary in this Agreement, Cloudera may choose to electronically deliver all communications with Customer, which may include email to Customer’s email address indicated in Customer’s communications with Cloudera. Cloudera’s electronic communications to Customer may transmit or convey information about action taken on Customer’s request, portions of Customer’s request that may be incomplete or require additional explanation, any notices required under applicable law and any other notices. Customer agrees to do business electronically with Cloudera, and to receive electronically all current and future notices, disclosures, communications and information, and that the aforementioned provided electronically satisfies any legal requirement that such communications be in writing. An electronic notice will be deemed to have been received the day of receipt as evidenced by such email.
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