Read and accept this license agreement to order.
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. BY INSTALLING OR USING THE SOFTWARE, OR BY CLICKING THE "I accept" ICON BELOW, YOU REPRESENT AND WARRANT THAT YOU POSSESS THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOU AND YOUR EMPLOYER, AS WELL AS ANY TERADATA-AUTHORIZED LICENSEE FOR WHOM YOU AND/OR YOUR EMPLOYER ARE ACTING ON THEIR BEHALF. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK THE "I do not accept" ICON AND DO NOT INSTALL OR USE THE SOFTWARE.

This Teradata Express Evaluation and Development License Agreement ("Agreement") is a legal contract between you and your company (if any) and either Teradata Corporation for deliveries in the US and Teradata Ireland Holdings, LLC for Software deliveries outside the United States ("Teradata") for the software product identified above that includes the Teradata Database, Teradata Utilities, and Teradata Warehouse Miner, which consists of computer software code in object code form only, as well as associated media, printed materials, and online or electronic documentation that Teradata may elect in its sole discretion to provide you that pertains to the foregoing software product (collectively, the "Software"). The term "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. Teradata is under no obligation to provide you with Enhancements under this Agreement. As used in this Agreement, the terms "you", "your" and "yours" collectively and individually refer to you as an individual and to your employer, as well as such Teradata-authorized licensee.

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"), and will expire on the second year anniversary of the Effective Date, unless otherwise terminated as provided for herein. The term of this Agreement may only be extended subject to a written agreement signed by Teradata and you.

2. License. Subject to your compliance with all of the terms of this Agreement and only during the term of this Agreement (unless this Agreement is terminated earlier as provided herein), Teradata grants you a nonexclusive, nontransferable, paid up license to use the Software (in object code form) on your computer workstation (the configuration of which meets the requirements for installing Teradata Express Edition) solely for purposes of i) internally evaluating the Software, ii) internally testing the interoperability of the Software with computer applications that you have independently developed or separately acquired for your own internal use ("Your Applications") iii) your internal training (whether lead by you or a Teradata instructor), and iv) demonstrating Your Applications to other persons.

No other use of the Software is permitted under this Agreement, including, but not limited to, production or operational use or any other commercial use, including providing hosting, service bureau, or application service provider services. 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. The Software may only be used with no more than 4GB of user data.

3. License Restrictions. No license rights to the Software will be implied. You are responsible for the installation of the Software, as well as for providing any backup operations. 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 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. You are granted no rights to obtain or use the Software's source code. Without limitation to the foregoing, you will not reverse-assemble, reverse compile or reverse-engineer the Software for purposes of illegally obtaining the Software's source code. The Software, which includes all copies thereof (whether in whole or in part), is and remains the exclusive property of Teradata and its licensors.

4. Services. This Agreement does not require Teradata to provide you with any Software-related consulting services, technical assistance, training, support services 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.

5. Third Party Software. 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, without limitation, open source software that are contained on media or 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.

6. DISCLAIMER OF WARRANTY. TERADATA: (i) PROVIDES SERVICES (IF ANY), (ii) LICENSES THE SOFTWARE, AND (iii) DISTRIBUTES THIRD PARTY SOFTWARE (IF ANY) TO YOU HEREUNDER ON AN "AS-IS" BASIS WITHOUT WARRANTIES OF ANY KIND, ORAL OR WRITTEN, EXPRESS OR IMPLIED. WITHOUT LIMITATION TO THE FOREGOING, THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 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 WARRANT THAT YOU WILL NOT USE THE SOFTWARE OR THIRD PARTY SOFTWARE FOR USE IN ON-LINE CONTROL OF AIRCRAFT, AIR TRAFFIC, AIRCRAFT NAVIGATION, MEDICAL, LIFE SAVING OR LIFE SUSTAINING APPLICATIONS, OR IN THE DESIGN, CONSTRUCTION, OPERATION OR MAINTENANCE OF ANY WEAPONRY OR NUCLEAR POWER FACILITY OR ANY OTHER USES THAT REQUIRE FAIL SAFE OPERATION.

7. LIMITATIONS ON LIABILITY: UNDER NO CIRCUMSTANCES WILL 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, IN TORT, INCLUDING NEGLIGENCE., OR OTHERWISE) EXCEED US$1,000; PROVIDED, HOWEVER, THAT THE FOREGOING WILL NOT APPLY TO CLAIMS FOR PERSONAL INJURY, INCLUDING DEATH, OR FOR DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY, TO THE EXTENT CAUSED BY TERADATA's NEGLIGENCE OR WILLFUL MISCONDUCT. IN NO EVENT WILL TERADATA OR ITS LICENSORS 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.

Some states or jurisdictions do not allow the exclusion of limitation of incidental, consequential or special damages, or the exclusion of implied warranties, so the above limitations as set forth above in Section 6 and this Section 7 may not apply to you.

8. 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. If you have questions on the lawfulness of this transaction, please contact Webmaster.Teradata@Teradata.com

Software provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial license rights and restrictions set forth herein. All Software provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with "Restricted Rights" as provided for in FAR, 48 CFR 52.227-14 (June 1987) or DFAR, 48 CFR 252.227-7013 (October 1988), as applicable.

9. Termination and Expiration. Teradata or you may terminate this Agreement with or without cause, upon providing written notice to the other party. When this Agreement terminates or expires, you will immediately cease all use of the Software, permanently remove the Software from all workstations, destroy all copies of the Software, and (upon receipt of Teradata's request) provide a signed written certification that the foregoing has occurred. Sections 3, 4, 5, 6, 7, 8, 9, 10, 11, and 12 will survive expiration or termination of this Agreement.

10. 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, the claim whether arising under this Agreement or otherwise 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 cause of action accrues. 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 10.

11. Feedback. Notwithstanding anything to the contrary: (i) 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 (ii) 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: (a) for any purpose whatsoever, including developing, manufacturing, and/or marketing products and/or services incorporating Software Feedback in whole or in part, and (b) without any restrictions or limitations, including requiring the payment of any license fees, royalties, or other consideration.

12. Entire Agreement. This Agreement constitutes the entire understanding of the parties with respect to the Software and Services, and supersedes all other prior agreements and understandings whether oral or written. 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 both 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.