Cloudera Connectors Free Download License Agreement

1.  LICENSE AGREEMENT

THIS LICENSE AGREEMENT (THIS "AGREEMENT") APPLIES TO YOUR USE OF ANY CLOUDERA CONNECTOR  ("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.  Definitions.

1.1	"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.

1.2	"Software" means the Cloudera Connector or Cloudera Driver that You will download from Cloudera's web site. For the avoidance of doubt, the Quest connector us subject to the terms of use included in the download binary for the Quest Connector.  

1.3	"Third Party Software" means the copyrighted, patented and/or otherwise legally protected software of third parties that may be incorporated into the Software (and incorporated into this Agreement by this reference).

1.4	"Third Party Licenses" means the terms and conditions applicable to the Third Party Software (and incorporated into this Agreement by this reference) listed at Third-party Licenses.

2.	License; Delivery. Cloudera grants to Customer a nonexclusive, nontransferable, nonsublicensable, revocable and limited license to access, use,  reproduce and redistribute the Software, expressly and exclusively for use with Cloudera's Distribution Including Apache Hadoop (http://archive.cloudera.com/docs/cdh.htm) ("CDH"). The Software may be downloaded from Cloudera's site at www.cloudera.com.

3.	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 any Software; (iii) publicly perform or publicly display 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 than CDH as defined above, (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; or (vii) 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.

4.	Ownership. As between the parties and subject to the grants under this Agreement, Cloudera owns all right, title and interest in and to the Software and any and all Intellectual Property Rights embodied therein.

5.	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), inventions, design plans, financial plans, computer programs, know-how, customer information, strategies and other similar information. 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.

6.	Disclaimer. THE SOFTWARE IS PROVIDED ON AN "AS IS" OR "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES, COVENANTS OR CONDITIONS OF ANY KIND. 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 (C) WARRANTIES OF NONINFRINGEMENT OR CONDITION OF TITLE. CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER HAS RELIED ON NO WARRANTIES.

7.	Limitation of Liability. EXCEPT FOR ANY ACTS OF FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, IN NO EVENT WILL: (I) CLOUDERA 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) CLOUDERA'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AGGREGATE OF THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO CLOUDERA, IF ANY, UNDER THIS AGREEMENT. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION.

8.	Third Party Suppliers. Notwithstanding any terms to the contrary in this Agreement, Customer acknowledges and agrees that Customer's use, reproduction, modification and creation of derivative works of the Third Party Software is subject to and governed by the applicable Third Party Licenses.

9.	Termination.  In the event of a breach of Sections 2, 3 or 5, Cloudera may immediately terminate this Agreement. 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: 3, 4, 5, 6, 7 and 10.

10.	Miscellaneous.  This Agreement together with any exhibits attached hereto, are the entire agreement of the parties regarding the subject matter hereof, superseding all other agreements between them, whether oral or written, regarding the subject matter hereof. 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 parties agree that any action at law or in equity arising out of or relating to this Agreement will be filed only in the state and federal courts located in San Mateo County, California. The parties hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of this Agreement. 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 its rights and duties under this Agreement. 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. 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 or 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. 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.
