EXAClient License Terms

Exasol is willing to license the software contained in this package 
("Software") to you as Licensee only upon the condition that you accept 
all the terms contained in these EXAClient License Terms (hereinafter 
referred to as "Terms & Conditions"), including third-party terms and 
conditions as are set forth in the Annex.

1. Definitions

"Exasol" means Exasol AG, Neumeyerstr. 22-26, 90411 Nuremberg, Germany;

"License" means the authorized use of the Software in accordance with the 
Terms & Conditions stipulated herein; 

"Licensee" means the individual, corporation, partnership, joint venture, 
limited liability entity, governmental authority, unincorporated 
organization, trust, association, or other entity that has accepted the 
Terms & Conditions set forth herein; 

"Software" means all software which may be part of the package related to 
this document and made available to Licensee for free download; in any 
case, Software does not mean EXASolution and any other software of Exasol 
which is not made available to the public for free download.

2. License Terms

2.1 Subject to Licensee's compliance with the Terms & Conditions set forth 
herein, Exasol grants to Licensee a royalty-free, non-exclusive, 
non-transferable, not sub-licensable License to use the Software.

2.2 The Software shall not be sold, rented, subleased, or otherwise 
distributed in tangible or intangible form without Exasol's consent. The 
use by and for third parties (e.g., by outsourcing, application service 
providing) is not permitted without Exasol's consent. The restrictions in 
this Section 2.2 shall not apply for the royalty-free redistribution of 
the Software by Licensee as part of other software.

2.3 Without Exasol's consent, Licensee is not permitted to change, edit 
or copy the provided Software to an extent that is not in accordance with 
its designated use, Sec. 69d German Copyright Act. A decompilation is only 
permitted in accordance with the provisions of Sec. 69e of the German 
Copyright Act.

2.4 Title to the Software, and copyrights and all other property rights 
applicable thereto, shall at all times remain solely and exclusively with 
Exasol and, in the case of third-party software, with its respective 
owners, and Licensee shall not take any action inconsistent with such 
title. The Software and related documentation are protected by copyright 
laws and international treaties.

3. Restriction of Liability / No Warranty

3.1 Exasol shall not be liable irrespective of the legal grounds except 
as expressly set forth as follows: Exasol shall be liable without 
limitations 
  (i) in case of intent and gross negligence, 
  (ii) in case of injuries to life, body and health, 
  (iii) pursuant to the terms of German Product Liability Act 
  (ProdHaftG), or 
  (iv) under a guarantee granted by Exasol.

3.2 Notwithstanding the above Exasol disclaims all warranties express, 
statutory or implied, including without limitation the implied warranties 
or conditions of merchantability and fitness for a particular purpose or 
the statutory warranties in case of defects as to quality (Sachmangel) or 
of defects of title (Rechtsmangel). Exasol makes no warranty of any kind 
that the Software or any result of the use thereof will meet Licensees or 
other persons' requirements, operate without interruption, achieve any 
intended result, be compatible or work with any software, systems, or 
other services, or be secure, accurate, complete, free of harmful code 
or error free.

4. Export Regulations; U.S. Government Restrictions

Licensee acknowledges that the Software may be subject to United States 
export laws, statutes, and regulations and to export laws, statutes, and 
regulations of other countries, and that Licensee will at all times 
comply with the provisions of such laws, statutes and regulations 
including any necessary or required licenses. Licensee shall not export 
or re-export or otherwise transmit, directly or indirectly, the Software 
or any direct products thereof into, or use the Software or any products 
thereof in, any country prohibited or restricted under United States 
export laws, statutes, or regulations or any other applicable laws.

5. Miscellaneous 

5.1 Licensee shall not assign, sub-license or transfer any rights granted 
hereunder to any third party without Exasol's prior written consent.

5.2 German law shall apply without regard to the UN Convention on the 
International Sale of Goods (CISG) and the place of performance and 
legal venue for any dispute in connection with the Terms & Conditions 
is Nuremberg, Germany.

5.3 Amendments and additions to the Terms & Conditions must be made 
in writing (electronic signature is sufficient), including amendments 
to or a waiver of this written form requirement shall be made in writing.

5.4 In the event of a conflict between this Terms & Conditions and any 
other written agreement between Exasol or one of its affiliates and the 
Licensee ("Pre-Existing Contract"), the terms and conditions of this 
Terms & Conditions shall prevail to the extent of such conflict.

5.5 In the event that one or more provisions of the Terms & Conditions 
should be or become invalid or unenforceable, the validity of the 
remaining provisions shall not be affected thereby. The invalid or 
unenforceable provision shall be deemed to be replaced with such legally 
permissible provision which comes as close as possible to the economic 
purpose of the invalid or unenforceable provision.

5.6 The waiver of a breach of or a default under this Terms & Conditions 
will not be effective unless in writing. The failure to enforce any 
provisions of this Terms & Conditions will not constitute a waiver 
of any other right hereunder or of any subsequent enforcement of 
that or any other provisions.


November 2021




Annex

(The annex for this package is empty.)
