Supplemental Legal Terms — Evaluation License Agreement

Presto Plus Cloudera Virtual Machine License Agreement

TM ATTRIBUTION:          CLOUDERA is a registered trademark of Cloudera Corp. in the United States and in jurisdictions throughout the world.
EVALUATION PERIOD:    NO MORE THAN 90 DAYS AFTER THE EFFECTIVE DATE

IMPORTANT - READ THIS AGREEMENT CAREFULLY BEFORE INSTALLING 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 INSTALLING OR USING THE SOFTWARE, OR BY CLICKING THE “I AGREE” ICON BELOW, 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, CLICK THE “CANCEL” ICON BELOW AND DO NOT INSTALL OR USE THE SOFTWARE.

This Evaluation 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.

In the event of a conflict between any applicable general terms of use, these Supplemental Legal Terms, and any notices Teradata provides to you, the terms take precedence in descending order as follows: the most recent applicable notice, these Supplemental Legal Terms, and the applicable general terms of use. 

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, expires after the evaluation period stated above (no more than 90 days if no evaluation period is stated above)..   

2.  License
(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 the purpose of internally evaluating the Software.  No other use of the Software is permitted under this Agreement, including production or operational use or any other commercial use, including providing hosting, service bureau, or application service provider services. You are not permitted to distribute the Software. For information purposes, components of the Software, such as Presto, were acquired by Teradata subject to the attached Apache License, Version 2.0, January 2004.  

 (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 written license terms.  Third Party Software does not constitute 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 http://community.teradata.com/download/license/oss-request. Third Party Software includes the copy of Cloudera Virtual Machine accompanying the Software. Your use of such Cloudera Virtual Machine copy is subject to the attached Cloudera Virtual Machine License Agreement.

(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 and its licensors.  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.  

(e) The Software may contain a disabling device that will prevent the Software from being used after expiration of the term.  You agree not to: (i) use the Software after the term of this Agreement has ended; or (ii) disable or circumvent any disabling device contained in the Software.

3.  Responsibilities.  You are responsible for the installation of the Software, as well as for providing data security and backup operations.  You are responsible for taking precautions to avoid any loss of data that might result when the Software is disabled. This Agreement does not require Teradata or any of its licensors 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) LICENSES THE SOFTWARE, (b) PROVIDES THIRD PARTY SOFTWARE, AND (c) PROVIDES SERVICES (IF ANY) 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: TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, 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) WILL NOT EXCEED US$100. TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, TERADATA AND ITS LICENSORS WILL NOT 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.
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.
http://www.bis.doc.gov/
http://www.treas.gov/offices/enforcement/ofac/

In downloading this product, you acknowledge that this transaction is subject to applicable export control laws and 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 CFR 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 and the copy of Cloudera Virtual Machine accompanying the Software, permanently remove the Software and the copy of Cloudera Virtual Machine accompanying the Software from all workstations, destroy all copies of the Software and the copy of Cloudera Virtual Machine accompanying 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.  Entire Agreement. This Agreement and the terms of use for the site from which you downloaded the Software (“General Terms of Use”) constitute the entire understanding of the parties with respect to the Software and Services, and supersede all other prior agreements and understandings whether oral or written.  In the event of a conflict between this Agreement and the General Terms of Use, this Agreement will prevail with respect to the subject matter hereof.  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.

ATTACHMENT

CLOUDERA VIRTUAL MACHINE LICENSE AGREEMENT

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 (except as set forth herein), 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://www.cloudera.com/content/support/en/downloads/cdh/cdh-5-1-3.html (“CDH”) and (ii)  in order to enable Customer evaluate the Software.  Customer is not permitted to distribute the Software.
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, 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 http://www.cloudera.com/content/cloudera-content/cloudera-docs/Licenses/Third-Party-Licenses/Third-Party-Licenses.html

8.             Term and Termination. The term of this Agreement will commence on the Effective Date and continue for a period of ninety (90) days, or 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.
9.             Miscellaneous.
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.

ATTACHMENT

Apache License, Version 2.0

Apache License
Version 2.0, January 2004
http://www.apache.org/licenses/
TERMS AND CONDITIONS FOR USE, REPRODUCTION, AND DISTRIBUTION
1. Definitions.
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"Contribution" shall mean any work of authorship, including the original version of the Work and any modifications or additions to that Work or Derivative Works thereof, that is intentionally submitted to Licensor for inclusion in the Work by the copyright owner or by an individual or Legal Entity authorized to submit on behalf of the copyright owner. For the purposes of this definition, "submitted" means any form of electronic, verbal, or written communication sent to the Licensor or its representatives, including but not limited to communication on electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, the Licensor for the purpose of discussing and improving the Work, but excluding communication that is conspicuously marked or otherwise designated in writing by the copyright owner as "Not a Contribution."
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