End User License Agreement

IMPORTANT-READ CAREFULLY: This End User License Agreement ("EULA") is a legal agreement between you (either an individual person or a single legal entity, who will be referred to in this EULA as "Customer") and Coffing Data Warehousing for the Coffing Data Warehousing software product that accompanies this EULA, including any associated media, printed materials and electronic documentation (the "Product"). The Product also includes any software updates, add-on components, web services and/or supplements that Coffing Data Warehousing may provide to Customer or make available to Customer after the date Customer obtains Customer’s initial copy of the Product to the extent that such items are not accompanied by a separate license agreement or terms of use. By installing, copying, downloading, accessing or otherwise using the Product, Customer agrees to the terms of this EULA.
If the Customer does not agree to the terms of this EULA, do not install, access or use the Product.
LICENSOR:
Coffing Data Warehousing / Open Systems Services (CDW)
7810 Keister Rd
Middletown, Ohio 45042
(855) 333-3537

1. License. Licensor grants User a non-exclusive, non-transferable license, for use on Microsoft Azure instances created by Coffing Data Warehousing and sold through the Azure Marketplace. The User may use the executable code for the software entitled Nexus Query Chameleon (“Software”) for the purpose(s) of connecting to their data warehouse environments in order to meet their business needs and in accordance with the license restrictions listed in the next section.

2. License Restrictions.
a) User acknowledges that the Software and its structure, organization, and source code constitute valuable trade secrets of Licensor. Accordingly, User agrees not to (i) copy, perform, distribute, modify, adapt, alter, translate, or create derivative works from the Software; (ii) merge the Software with other software; (iii) sublicense, lease, rent, or loan the Software to any third party; (iv) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software; (v) otherwise use the Software except as expressly allowed in this Agreement; or (vi) use the Software to create a product that is generally competitive with Licensor's product offerings.

b) User shall comply with all applicable export and import control laws and regulations in its use of the Software and, in particular, User shall not export or re-export the Software without all required United States and foreign government licenses. User understands that access and use of the Software from outside the United States may constitute export of technology and technical data that may implicate export regulations and/or require export license.

c) Licensor retains exclusive ownership of all worldwide copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, property rights and all other industrial rights in the Software and documentation, including any derivative works, modification, updates, or enhancements. Licensor reserves all rights in and to the Software not expressly granted to User in this Agreement. Nothing in this Agreement shall be deemed to grant, by implication, estoppel or otherwise, a license under any of Licensor’s existing or future patents.

d) If User is an employee, contractor or agent of the United States Government, the following provision applies. The Software and documentation are comprised of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 (SEPT 1995) and are provided to the Government (i) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (ii) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202-1 (JUN 1995) and 227.7202-3 (JUN 1995).

e) The rights granted User hereunder are restricted solely and exclusively to User and may not be assigned, subleased, sublicensed, sold, transferred, offered for sale, disposed of, encumbered, mortgaged or used to provide services (professional, consultative, or other) to any entity other than said User under this agreement. Teradata Corporation (and/or their agents) and other competitors are prohibited from using the Software for the purposes of competitive analysis or espionage. User may not reproduce, re-use, redistribute or resell Software or derivative or likeness thereof; Software remains proprietary information of Licensor. Software may not be resold, traded, or used to provide services without the expressed, written permission of Licensor.

f) User and Licensor are independent parties. Nothing in this Agreement shall be construed as making you an employee, agent or legal representative of Licensor. There are no third-party beneficiaries of this Agreement.

3. WARRANTY DISCLAIMER. THE SOFTWARE IS PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY FUNCTIONALITY OR ITS BEING VIRUS FREE. USER RECOGNIZES THAT THE AS IS CLAUSE OF THIS AGREEMENT IS AN IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, WITHOUT WHICH LICENSOR WOULD NOT HAVE AGREED TO ENTER THIS AGREEMENT. USER IS SPECIFICALLY CAUTIONED THAT IF SOFTWARE IS PROVIDED DURING TESTING OR PREMARKET STAGES (ALPHA OR BETA), IT MAY BE PARTICULARLY UNRELIABLE DURING THIS TIME. LICENSOR AND THIRD PARTIES DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SOFTWARE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT REGARDING THE SOFTWARE SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY WHATSOEVER. USER ACKNOWLEDGES THAT HE OR SHE HAS RELIED ON NO WARRANTIES OR STATEMENTS OTHER THAN AS MAY BE SET FORTH HEREIN.

4. LIMITATION OF LIABILITY. LICENSOR SHALL NOT BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, REVENUE OR SAVINGS, LOSS OF GOODWILL, OR THE LOSS OF USE OF ANY DATA, EVEN IF LICENSOR HAD BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY THEREOF. UNDER NO CIRCUMSTANCES SHALL LICENSOR’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY USER UNDER THIS AGREEMENT. USER ACKNOWLEDGES THAT THE FEES PAID BY HIM OR HER REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT LICENSOR WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.

5. Confidentiality. While using Software, User will be exposed to information about the Software, its functionality and User’s recommendations, and/or to information about Licensor, all of which is confidential and includes trade secrets of the Licensor ("Confidential Information"). User agrees that he or she will not disclose any form -- oral, electronic or paper -- of Confidential Information to any third party, and that he or she will only use Confidential Information for the purpose of the license above. User agrees to immediately return all Confidential Information materials to Company upon end of this license.

6. Collection of Information. Software may use technology in the gathering of information such as, but not limited to, operating system and Software version information to provide functionality to Software and to understand how User utilizes Software. User information is kept secure. Only authorized employees, agents and contractors (who have agreed to keep information secure and confidential) have access to this information.

7. Termination. This Agreement is effective on specific Microsoft Azure instances created by Coffing Data Warehousing and sold through the Azure Marketplace unless terminated by Licensor at any time prior for breach of this Agreement. Upon termination, User shall end all use of the Software by terminating all Azure instances where the Software is in use, destroying all copies of the Software in User’s possession, deleting the Software from User’s computer system and other storage media, and by returning all such copies to Licensor, or User shall purchase a full license to continue use of Software.

8. Legal Compliance. Licensor may suspend or terminate use of Software and this Agreement immediately upon receipt of any notice which alleges that User has used the Software for any purpose that violates any local, state, federal or law of other nations, including but not limited to the posting of information that may violate third-party rights, that may defame a third-party, that may be obscene or pornographic, that may harass or assault others, that may violate hacking or other criminal regulations, etc. of its agents, officers, directors, contractors or employees. In such event, Licensor may disclose the User’s identity and contact information if requested by a government or law enforcement body, or as a result of a subpoena or other legal action, and Licensor shall not be liable for damages or results thereof and User agrees not to bring any action or claim against this Licensor for such disclosure.

9. Miscellaneous. Either party may assign this Agreement to any successor in interest who purchases, or through change in control, owns greater than fifty percent of the assets or equity of such entity and agrees in writing to be bound by the terms and conditions herein; any other assignment shall be void. This Agreement and any dispute arising hereunder shall be construed in accordance with the laws of the State of Ohio without regard to principles of conflict of laws. For the purpose of this Agreement, Licensee consents to the personal jurisdiction and venue of the state and federal courts located in Ohio. If any provision of this Agreement is prohibited by law or held to be unenforceable, the remaining provisions hereof shall not be affected, and this Agreement shall continue in full force and effect as if such unenforceable provision had never constituted a part hereof, and the unenforceable provision shall be automatically amended so as to best accomplish the objectives of such unenforceable provision within the limits of applicable law. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute the same instrument. Any waiver of a provision of this Agreement must be in writing and signed by the party to be charged. A valid waiver hereunder shall not be interpreted to be a waiver of that obligation in the future or any other obligation under this Agreement. This Agreement constitutes the entire agreement between the parties related to the subject matter hereof, supersedes any prior or contemporaneous agreement between the parties relating to the Software and shall not be changed except by written agreement signed by an officer of Licensor.