SAP® HANA DRIVER LICENSE AGREEMENT

Please scroll down and read the following SAP® HANA\u2122 Driver License Agreement ("Licence Agreement") carefully. By clicking "I Accept" or by attempting to access or use the Software (defined below), You agree that this License Agreement forms a legally binding agreement between You ("You" or "Your") and SAP AG, for and on behalf of itself and its subsidiaries and affiliates (as defined in Section 15 of the German Stock Corporation Act) ("SAP") and You agree to be bound by all of the terms and conditions stated in this License Agreement. If You are trying to access or download the Software on behalf of Your employer or as a consultant or agent of a third party (either "Your Company"), You represent and warrant that You have the authority to act on behalf of and bind Your Company to the terms of this License Agreement and everywhere in this License Agreement that refers to 'You' or 'Your' shall also include Your Company. If You do not agree to these terms, do not click "I Accept", and do not attempt to access or use the Software.

1. DEFINITIONS:

"Excluded License" shall mean an open source or other software license that requires, as a condition of license, use, modification, distribution or conveyance, that (a) the code be disclosed or distributed in source code form; (b) others have the right to modify or create derivative works of it; and/or (c) it becomes redistributable at no charge.

"Software" shall mean the SAP HANA driver that is made available to You under this License Agreement.

2. LICENSE GRANT: During the Term, SAP grants You a non-exclusive, non-transferable, non-sublicensable, revocable, limited use license to use the Software on a desktop, laptop, or server that You own or control (any, a "Computer"), and copy, reproduce, integrate, use and distribute the Software (at the time of design) either embedded with Your application or service or bundled with Your application or service.

3. RESTRICTIONS: Except as expressly provided for herein, You may not (a) use the Software for productive non-development purposes, (b) duplicate, reverse engineer (unless required by law for interoperability), disassemble or decompile the Software, (c) publish any results of benchmark tests run on the Software or involving the Software, (d) use the Software for the purposes of demonstrating the Software, (e) access or utilize the Software for purposes that are inconsistent with SAP's legitimate business interests, or (f) use the Software for any reason not expressly authorized hereunder. You agree that the Your application or service will not: (w) unreasonably impair, degrade or reduce the performance or security of any SAP software applications, services, or related technology; (x) enable the bypassing or circumventing of any SAP license restrictions and/or provide any third party with access to the Software or other SAP products to which such third party is not licensed or otherwise entitled; (y) render or provide, without prior written consent from SAP, any non-public information concerning SAP software license terms, or any other non-public information related to SAP products; or (z) permit mass data extraction from an SAP product to a non-SAP product, including use, modification, saving or other processing of such data in the non-SAP product.

4. DISTRIBUTION. Your right to distribute the Software in connection with Your application or service is further conditioned on the terms below.

a. Redistribution. You may permit distributors of Your application or service to copy and distribute the Software in connection with Your application or service.

b. Distribution Requirements. For any Software that You distribute, You must

i.) require distributors and external end users to agree to terms that protect SAP at least as much as this license; and

ii.) indemnify, defend, and hold harmless SAP from any claims, including attorneys' fees, related to the distribution or use of the Software.

c. Distribution Restrictions. You may not

i.) alter any copyright, trademark or patent notice in the Software;

ii.) use SAP's trademarks with Your application or service's name or in a way that suggests Your application or service comes from or is endorsed by SAP;

iii.) include Software in malicious, deceptive or unlawful software; or

iv.) modify, distribute or convey any Software so that the Software or any application to which it links, or of which it is a part, becomes subject to an Excluded License.

5. OWNERSHIP OF SAP SOFTWARE AND EXTENSIONS: Subject to SAP's ownership of the Software, the ownership of any Extensions You develop under this License Agreement shall vest in You. Ownership of and title in the Software, including the runtime, and to all intellectual property rights in any SAP proprietary information embodied in the Software are and shall remain in SAP and its licensors. You acquire only the right to use the Software for development purposes. Nothing in this License Agreement shall in any way convey to You any ownership rights or title in or to the Software.

6. DOWNLOADS: SAP understands that in order for You to develop, test, copy, and commercialize Your application or service, You may have to download the Software to Your own computer. SAP shall assume no responsibility or liability of any kind which arises out of or results from Your commercialization of Your application or service.

7. LICENSE TERM: The license granted hereunder shall commence upon the date that You accept this License Agreement by clicking the 'I Accept' button below ("Effective Date") and shall continue for as long as you comply with the terms and conditions of this License Agreement or, until terminated in accordance with the terms of this License Agreement.

8. LICENSE FEE AND PAYMENT: There shall be no license fee for use of the Software licensed hereunder.

9. MODIFICATIONS AND DERIVATIVES: You may not make modifications or derivatives to the Software without SAP's prior written consent. You expressly agree that any modifications and derivatives of the Software shall become part of the Software and will be the property of SAP AG and that You will not grant, either expressly or by implication, any rights, title, interest or licenses to the modifications or derivatives to any third party. In the event SAP provides prior written consent to You to make modifications or derivatives to the Software, You shall provide complete source code for all modifications and derivatives to SAP. You agree that any such modifications or derivatives will not modify any third party software provided hereunder unless expressly authorized in writing by such third party and SAP.

10. TERMINATION: You may terminate this License Agreement by destroying all copies of the Software on Your Computer(s). SAP may terminate Your license to use the Software immediately if You fail to comply with any of the terms of this License Agreement, or, for SAP's convenience by providing you with ten (10) day's written notice of termination (including email). In case of termination or expiration of this License Agreement, You must destroy all copies of the Software immediately. In the event Your Company or any intellectual property You create using the Software is acquired (by merger, purchase of stock, assets or intellectual property or exclusive license), or if You become employed by a direct competitor of SAP, then this Development Agreement and all licenses granted in this License Agreement shall immediately terminate upon the date of such acquisition or employment.

11. WARRANTY.

a) If You are located outside the US or Canada: As THE SAP SOFTWARE IS provided to You free of charge, SAP does not guarantee or warrant any features or qualities of THE SAP SOFTWARE or give any undertaking with regard to any other quality. No such warranty or undertaking shall be implied by You from any description in the SAP SOFTWARE or any available documentation or any other communication or advertisement. IN PARTICULAR, SAP DOES NOT WARRANT THAT THE SAP SOFTWARE WILL BE AVAILABLE UNINTERRUPTED, ERROR FREE, OR PERMANENTLY. All warranty claims are subject to the limitation of liability sECTION BELOW.

b) If You are located in the US or Canada: THE SAP SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY WARRANTY, ESCROW, TRAINING, MAINTENANCE, OR SERVICE OBLIGATIONS WHATSOEVER. SAP DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND CONDITIONS OF MERCHANTABLE QUALITY, WHETHER ARISING BY STATUTE OR IN LAW OR AS A RESULT OF A COURSE OF DEALING OR USAGE OF TRADE. NEITHER SAP, NOR ITS SUBSIDIARIES NOR ANY OF ITS LICENSORS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS LOSSES, BUSINESS INTERRUPTION, LOSS OF DATA, AND THE LIKE) ARISING OUT OF YOUR USE OR DISTRIBUTION OF THE DISTRIBUTABLE FILES, EVEN IF SAP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of certain damages, so the above exclusions may not apply to You.

12. LIMITATION OF LIABILITY:

a) If You are located outside the US or Canada: IRRESPECTIVE OF THE LEGAL REASONS, SAP SHALL ONLY BE LIABLE FOR DAMAGES UNDER THIS AGREEMENT IF SUCH DAMAGE (I) CAN BE CLAIMED UNDER THE GERMAN PRODUCT LIABILITY ACT OR (II) IS CAUSED BY INTENTIONAL MISCONDUCT OF SAP OR (III) CONSISTS OF PERSONAL INJURY. IN ALL OTHER CASES, NEITHER SAP NOR ITS EMPLOYEES, AGENTS OR SUBCONTRACTORS SHALL BE LIABLE FOR ANY KIND OF DAMAGE OR CLAIMS HEREUNDER.

b) If You are located in the US or Canada: IN NO EVENT SHALL SAP BE LIABLE TO YOU, YOUR COMPANY OR TO ANY THIRD PARTY FOR ANY DAMAGES IN AN AMOUNT IN EXCESS OF $100 ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SAP SOFTWARE OR IN CONNECTION WITH SAP'S PROVISION OF OR FAILURE TO PROVIDE SERVICES PERTAINING TO THE SAP SOFTWARE, OR AS A RESULT OF ANY DEFECT IN THE SAP SOFTWARE. THIS DISCLAIMER OF LIABILITY SHALL APPLY REGARDLESS OF THE FORM OF ACTION THAT MAY BE BROUGHT AGAINST SAP, WHETHER IN CONTRACT OR TORT, INCLUDING WITHOUT LIMITATION ANY ACTION FOR NEGLIGENCE. YOUR SOLE REMEDY IN THE EVENT OF BREACH OF THIS DEVLOPER AGREEMENT BY SAP OR FOR ANY OTHER CLAIM RELATED TO THE SAP SOFTWARE SHALL BE TERMINATION OF THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, UNDER NO CIRCUMSTANCES SHALL SAP AND ITS LICENSORS BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, LOSS OF GOOD WILL OR BUSINESS PROFITS, WORK STOPPAGE, DATA LOSS, COMPUTER FAILURE OR MALFUNCTION, ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSS, OR EXEMPLARY OR PUNITIVE DAMAGES.

13. SUPPORT: SAP is under no obligation to offer any support or maintenance services for the Software which is the subject of this License Agreement.

14. DATA PROTECTION AND CONFIDENTIALITY: Each party shall comply with applicable data protection laws and regulations. Except as otherwise required to provide You with remote access to the Software during the Term and to collect information required to administer this License Agreement, and in accordance with SAP's privacy statement which may be viewed at http://www.sap.com/corporate-en/our-company/legal/privacy.epx. SAP is not responsible for any data produced, used or inserted by You while using the Software under this License Agreement.

You shall treat as confidential all information and trade secrets of SAP and its licensors acquired in connection with the performance of this License Agreement that are expressly identified as confidential or proprietary or that are reasonably identifiable as confidential or proprietary based on the circumstances of their disclosure or by their nature ("Confidential Information") and to use such Confidential Information only to perform under this License Agreement. SAP's Confidential Information shall include, but are not limited to, the Software (in object and source code), SAP materials, programming techniques and concepts, processing methods, system designs, inventions, techniques, concepts, designs, flow charts, documentation, product specifications, application programming interface specifications, techniques and processes that relate to the Software or the SAP materials, and any access credentials used to access the SAP systems, including, but not limited to password or account information. The terms and conditions of this License Agreement shall also be treated confidential.

The foregoing obligation shall not apply to the extent that You show that the information (i) was public knowledge at the time it was disclosed to SAP and had not become public knowledge through an act or omission by You or Your employee or agent in breach of contract, or (ii) was in the possession of or known to You before You received it from SAP, or (iii) had been lawfully disclosed to You by another person entitled to do so, or (iv) had been independently developed by You without reference to SAP's information.

Confidential Information may be provided to third parties only upon prior written consent SAP. These third parties must be subject to a written non-disclosure obligation. The term "third party" as used in this Section only, does not apply to employees and subcontractors of You whose performance under this License Agreement reasonably requires access to such information and who have executed a corresponding non-disclosure agreement.

15. INDEMNITY: You agree to fully indemnify, hold harmless and defend SAP against law suits based on any claim: (a) that any use of or combination of the Software with Your application or service nfringes any patent, copyright, trademark, trade secrets, or other proprietary rights of a third party, or (b) related to Your alleged violation of the terms of this License Agreement.

16. EXPORT: Your access and use of the Software and distribution of the Distributable Files and Tools are subject to German, EU and US export control regulations. You confirm that: a) You will not use the Tools for, and will not allow the Tools to be used for, any purposes prohibited by German, EU and US law, including, without limitation, for the development, design, manufacture or production of nuclear, chemical or biological weapons of mass destruction; b) You are not located in Cuba, Iran, Sudan, Iraq, North Korea, Syria, nor any other country to which the United States has prohibited export or that has been designated by the U.S. Government as a "terrorist supporting" country (any, an "US Embargoed Country"); c) You are not a citizen, national or resident of, and are not under the control of, a US Embargoed Country; d) You will not download or otherwise export or re-export the Tools, directly or indirectly, to a US Embargoed Country nor to citizens, nationals or residents of a US Embargoed Country; e) You are not listed on the United States Department of Treasury lists of Specially Designated Nationals, Specially Designated Terrorists, and Specially Designated Narcotic Traffickers, nor listed on the United States Department of Commerce Table of Denial Orders or any other U.S. government list of prohibited or restricted parties and f) You will not download or otherwise export or re-export the Tools directly or indirectly, to persons on the above-mentioned lists.

17. LAW/VENUE

a. If You are located outside the US or Canada: This License Agreement is governed by and construed in accordance with the laws of the Germany. You and SAP agree to submit to the exclusive jurisdiction of, and venue in, the courts of Karlsruhe in Germany in any dispute arising out of or relating to this License Agreement.

b. If You are located in the US or Canada: This License Agreement shall be governed by and construed under the Commonwealth of Pennsylvania law without reference to its conflicts of law principles. In the event of any conflicts between foreign law, rules, and regulations, and United States of America law, rules, and regulations, United States of America law, rules, and regulations shall prevail and govern. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this License Agreement. The Uniform Computer Information Transactions Act as enacted shall not apply.

18. MISCELLANEOUS: This License Agreement constitutes the complete and exclusive statement of the License Agreement between SAP and You related to the subject matter hereof, and supersedes all prior written and oral contracts, proposals and other communications between the parties relating to the subject matter. Oral License Agreements do not exist. You may not assign or otherwise transfer any of its rights under this License Agreement without SAP's prior written consent. If any provision of this License Agreement proves to be invalid, this will not affect any other provision of this License Agreement. This License Agreement does not entitle either party to use the other party's name, trademark or trade designation for purposes of advertising and marketing without prior written consent of this party. The waiver by either party of any of its rights hereunder shall not be construed as a waiver of any subsequent breach.