Product Usage Toolkit EULA

This [Product Usage Toolkit] End User License Agreement (“Agreement”) is an agreement between Informatica Corporation (“Informatica,” “we,” “us” or “our”) and you or the entity that you represent (collectively, “you”). This Agreement applies to and governs your access to and use of Informatica’s product usage support and analytics software toolkit (“Product Usage Toolkit”). If you are accessing or using the Product Usage Toolkit on behalf of any entity, you represent and warrant that you are authorized to accept this agreement on such entity’s behalf, and that such entity will be responsible for your access and use of the Product Usage Toolkit.

1. Product Usage Toolkit License

Subject to the terms and conditions of this Agreement, we grant you, during the term of this Agreement, a non-exclusive, non-sublicensable, non-transferable, revocable license to install and use one copy of the Product Usage Toolkit in object code form only on a single server to enable Informatica to provide additional services and improve its products, as described in more detail in Section 4 below. Any Informatica software that updates, supplements or replaces the original Product Usage Toolkit is governed by this Agreement unless separate license terms accompany such update, supplement or replacement, in which case such separate terms will govern in the event of a conflict with this Agreement or as otherwise provided in such separate terms.

2. License Limitations

Section 1 of this Agreement states the entirety of your rights with respect to the Product Usage Toolkit, and we reserve all rights not expressly granted to you in this Agreement. Without limiting the foregoing, you will not do, or authorize or permit any third party to do, any of the following: (a) distribute, license, sell or otherwise transfer the Product Usage Toolkit; (b) use the Product Usage Toolkit for any purpose other than to receive additional services from Informatica; (c) reverse engineer, decompile, disassemble or otherwise attempt to discover or re-create the source code for the Product Usage Toolkit; (d) modify, adapt, alter, improve or create any derivative works of the Product Usage Toolkit; (e) connect the Product Usage Toolkit with any other online services or use the Product Usage Toolkit in conjunction with other software or services not provided by or permitted by Informatica; or (f) remove, alter or obscure any copyright, trademark or other proprietary rights notice on or in the Product Usage Toolkit.

3. Ownership

The Product Usage Toolkit is licensed, not sold, to you. We or our licensors own all right, title and interest in and to the Product Usage Toolkit, including all copyright, patent and other intellectual property or other proprietary rights in the Product Usage Toolkit. Except as otherwise provided in this Agreement, no title to or ownership of the Product Usage Toolkit or any associated intellectual property or proprietary rights are transferred to you by this Agreement.

4. Data

You authorize the Product Usage Toolkit to periodically transmit to Informatica certain product usage and configuration information along with information about the computing environment into which the Product Usage Toolkit has been installed (“Data”). Informatica may use and disclose this Data for its commercial purposes, including to develop product enhancements, recommend ways to optimize the use of Informatica products by you and other customers, provide troubleshooting assistance and suggest products and product configurations to you and other customers. Notwithstanding the foregoing, in no event will Informatica disclose or make available any Data in a manner that reasonably could permit the recipient of such information to determine that such Data pertained to any particular person or entity. Please refer to the Product Usage Toolkit documentation for any options made available by Informatica to disable the automatic transmission of such Data.

5. Disclaimers

THE PRODUCT USAGE TOOLKIT IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. INFORMATICA AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. INFORMATICA DOES NOT REPRESENT OR WARRANT THAT THE PRODUCT USAGE TOOLKIT IS FREE OF BUGS, ERRORS, VIRUSES OR OTHER DEFECTS OR THAT THE PRODUCT USAGE TOOLKIT WILL TRANSMIT DATA IN A SECURE MANNER. Some jurisdictions do not allow the exclusion of implied warranties or limitations on how long an implied warranty may last. To the extent that those laws apply to this Agreement, the exclusions and limitations set forth above may not apply.

6. Indemnification

You will defend, indemnify and hold harmless Informatica and its affiliates, independent contractors, service providers, suppliers, partners, resellers, distributors and consultants, and their respective directors, officers, employees and agents (collectively, the “Informatica Parties”) from and against any third party claims, suits or actions and any resulting damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to: (a) your use of, or inability to use, the Product Usage Toolkit; or (b) your violation of any terms of this Agreement.

7. Limitation of Liability

(a) IN NO EVENT SHALL ANY OF THE INFORMATICA PARTIES BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE PRODUCT USAGE TOOLKIT, EVEN IF A INFORMATICA PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some jurisdictions do not allow the exclusion or limitation of certain damages. To the extent that those laws apply to this Agreement, the exclusions and limitations set forth above may not apply.

(b) IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE INFORMATICA PARTIES, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PRODUCT USAGE TOOLKIT EXCEED THE LESSER OF THE COMPENSATION YOU HAVE PAID, IF ANY, TO INFORMATICA FOR THE PRODUCT USAGE TOOLKIT OR ONE HUNDRED U.S. DOLLARS ($100 USD).

8. Termination

Informatica may terminate this Agreement at any time, with or without cause, immediately upon notice to you. You may terminate this Agreement by deleting all copies of the Product Usage Toolkit in your possession or control. In the event of the termination of this Agreement for any reason: (a) the license granted to you in this Agreement will terminate; (b) you must immediately cease all use of the Product Usage Toolkit and destroy or erase all copies of the Product Usage Toolkit in your possession or control; and (c) Sections 3 (Ownership), 4 (Data), 5 (Disclaimers), 6 (Indemnification), 7 (Limitation of Liability), 8 (Termination), 9 (Feedback), 10 (Governing Law; Venue) and 11 (General) will survive any such termination.

9. Feedback

Any information and feedback you provide (including, without limitation, questions, comments, suggestions, or the like) regarding the Product Usage Toolkit or Informatica (“Feedback”) are non-confidential. You hereby assign to Informatica all right, title and interest in and to any Feedback, including any intellectual property rights therein. Informatica will own all right, title, and interest in and to the Feedback, and Informatica will be entitled to use the Feedback without restriction or any obligation of compensation to you.

10. Governing Law; Venue

This Agreement is governed by the laws of the State of California, without regard to any conflict of law principles to the contrary. You hereby irrevocably consent to jurisdiction of the state and federal courts located in Santa Clara County, California with respect to any proceeding regarding this Agreement or the Product Usage Toolkit. You will not prosecute any action, suit, proceeding or claim arising under or by reason of this Agreement or the Product Usage Toolkit except in such courts. The Convention for the International Sale of Goods or any successor thereto does not apply to this Agreement.

11. General

(a) Legal Compliance; Export Restrictions. The Product Usage Toolkit and related technology are subject to applicable United States export laws and regulations. You must comply with all applicable laws and regulations, including without limitation all applicable United States and international export laws and regulations, with respect to the Product Usage Toolkit and related technology. Without limitation, you may not export, re-export or otherwise transfer the Product Usage Toolkit or related technology, without a United States government license: (i) to any person or entity on any United States export control list; (ii) to any country subject to a United States sanctions; or (iii) for any prohibited end use.

(b) U.S. Government License Rights. If acquired by any agency of the United States government, such agency acknowledges that (i) the Product Usage Toolkit constitutes “commercial computer software” or “commercial computer software documentation” for purposes of 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-3, as applicable, and (ii) such agency’s rights are limited to those specifically granted pursuant to this Agreement.

(c) Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of this Agreement will remain in full force and effect.

(d) Assignment. You may not assign or otherwise transfer this Agreement, or assign, sublicense or otherwise transfer any of your rights under this Agreement, without the prior written consent of Informatica, and any attempted assignment without such consent will be void.

(e) Entire Agreement. This Agreement sets forth our entire agreement with respect to the Product Usage Toolkit and supersedes all prior and contemporaneous understandings and agreements with respect to the Product Usage Toolkit whether written or oral.