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DOWNLOAD KDB+ SOFTWARE LICENSE AGREEMENT

CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS. BY DOWN¬LOADING THE KDB+ SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT DOWNLOAD THE SOFTWARE.

This Download Kdb+ Software License Agreement is made between Kx Systems, Inc. (“Kx”) and you, the End User with respect to the download version of Kx’s Kdb+ Software, any updates and/or documentation provided to you by Kx (jointly, the “Download Kdb+ Software”). You agree to use the Download Kdb+ Software under the terms and conditions set forth below.

1. LICENSE GRANT

1.1 Grant of License. Kx hereby grants End User a non-transferable, non-exclusive license, without right of sublicense, to install the Download Kdb+ Software on the hard disk or other permanent storage media of one computer and to use the Download Kdb+ Software for purposes of creating and testing applications. You may develop and test applications, but you may not deploy them for production use by you or any other person or entity. 

1.2 Download Kdb+ Software Use Restrictions. End User may not use the Download Kdb+ Software for commercial production purposes.  End User may not: (a) modify the Download Kdb+ Software, (b) sell, lease, license or distribute the Download Kdb+ Software to any third party, (c) attempt to decompile or reverse engineer the Download Kdb+ Software, or (d) copy the Download Kdb+ Software except for purposes of installing and executing it on a single computer. 

1.3 Download Kdb+ Software Evaluations. End User shall not distribute or otherwise make available to any third party any report regarding the performance of the Download Kdb+ Software, Download Kdb+ Software benchmarks or any information from such a report unless End User receives the express, prior written consent of Kx to disseminate such report or information.

1.4 Disabling Features. End User understands that the Download Kdb+ Software contains a feature which will automatically cause the Download Kdb+ Software temporarily time-out every two hours and to cease functioning after a specified period.

1.5 Proprietary Rights.  End User acknowl­edges and agrees that Kx owns all right, title and interest in the Download Kdb+ Software and in all of Kx’s patents, trademarks, trade names, inventions, copyrights, know-how and trade secrets relating to the design and operation of the Download Kdb+ Software.  End User shall not remove any copyright notices or other proprietary rights notices of Kx contained in the Download Kdb+ Software.

2. NO SUPPORT OR MAINTENANCE
The Download Kdb+ Software is licensed to End User without any support (consulting services) or maintenance (error corrections). 

3. FEES
The Download Kdb+ Software is licensed to End User without charge.  

4. NO WARRANTY
The Download Kdb+ Software is provided “As Is.”  KX expressly disclaims and negates all warranties for the Download Kdb+ Software, WHETHER EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, AND KX SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF INTELLECTUAL PROPERTY OR OTHER VIOLATION OF RIGHTS.  KX DOES NOT WARRANT THAT THE DOWNLOAD KDB+ SOFTWARE WILL MEET END USER REQUIREMENTS OR THAT THE OPERATION OF THE DOWNLOAD KDB+ SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.

5. LIMITATION OF LIABILITY 
KX SHALL NOT BE LIABLE FOR ANY DAMAGES, AND IN PARTICULAR SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR OTHER SIMILAR DAMAGES, IN CONNECTION WITH OR ARISING OUT OF THE USE OF OR INABILITY TO USE THE DOWNLOAD KDB+ SOFTWARE, EVEN IF KX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  SUCH DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, LOSS OF PROFITS, REVENUE OR BUSINESS INFORMATION.

6. TERM AND TERMINATION OF AGREEMENT 
This Agreement is for the period that the Download Kdb+ Software is set to function when downloaded by the End User, unless the End User is allowed to download subsequent copies with a later expiration, in which case this Agreement is extended for the additional period.  Notwithstanding the foregoing, this Agreement shall automatically terminate immediately if the End User materially breaches any of its terms.  Upon any termination of this Agreement, End User shall destroy all copies of the Download Kdb+ Software in his possession.

7. GENERAL
This is the only Agreement between End User and Kx relating to the Download Kdb+ Software.  This Agreement shall be governed by California law, except as to copyright matters covered by Federal law.  This Agreement is deemed entered into at Palo Alto, California by both parties.  Any dispute related to this Agreement shall be resolved only in the California State Courts or Federal Courts located in Santa Clara County, California, and End User hereby waives any objections to venue in those courts.  Should any provision of this Agreement be declared unenforceable in any jurisdiction, then such provision shall be deemed to be severed from this Agreement and shall not effect the remainder hereof.  End User agrees and certifies that the Download Kdb+ Software shall not be shipped, transferred or exported, directly or indirectly, into any country prohibited by the United States Export Administration Act, and the regulations thereunder, or will the Download Kdb+ Software be used for any purpose prohibited by the same.

End of License Agreement