End user agreement for SQL Schema Sync API
Perpetuum Software LLC
SQL Schema Sync API
SOFTWARE COMPONENT PRODUCT
© 2009 Perpetuum Software LLC. All rights reserved
END-USER LICENSE AGREEMENT FOR SQL SCHEMA SYNC API SOFTWARE COMPONENT PRODUCT.
IMPORTANT - READ CAREFULLY: This Perpetuum Software LLC End-User License Agreement ("EULA") is a legal agreement between you, a developer of software applications ("Developer End User") and Perpetuum Software LLC (“Vendor”) for the SQL Schema Sync API™ SOFTWARE COMPONENT PRODUCT, its relevant controls, source code, demos, intermediate files, media, printed materials, and "online" or electronic documentation ("PRODUCT") contained in the installation file.
By installing, copying, or otherwise using the PRODUCT, the Developer End User agrees to be bound by the terms of this EULA. The PRODUCT is in "use" on a computer when it is loaded into temporary memory (i.e. RAM) or installed into permanent memory (e.g. hard disk, CD-ROM, or other storage device) of that computer. If the Developer End User does not agree to any part of the terms of this EULA, THE DEVELOPER END USER CAN NOT INSTALL, USE, DISTRIBUTE, OR REPLICATE IN ANY MANNER, ANY PART, FILE OR PORTION OF THE PRODUCT, OR USE THIS PRODUCT FOR ANY OTHER PURPOSES.
The PRODUCT is licensed, not sold.
Upon acceptance of this EULA the Vendor grants the Developer End User a personal, nonexclusive license to install and use the PRODUCT on compatible devices for the sole purposes of designing, developing, testing, and deploying application programs the Developer End User creates. If the Developer End User is an entity, it must designate one individual within its organization to license the right to use the PRODUCT in the manner provided herein.
The Developer End User may install and use the PRODUCT as permitted by the license type purchased. The license type purchased is specified in the product receipt.
Under the terms of an Evaluation License the Developer End User may install and use any number of copies of the PRODUCT on unlimited number of computers for the limited purposes of testing, evaluation and demonstrations ONLY.
This License is granted for a limited period of thirty (30) days after installation of the evaluation version of the PRODUCT ("Evaluation Period"). After the Evaluation Period, the Developer End User shall either
(i) delete the PRODUCT and all related documentation from ALL computers onto which it was installed or copied, or
(ii) contact the Vendor or one of its authorized resellers to purchase the PRODUCT.
The Developer End User may not distribute ANY of the files provided with the evaluation version of the PRODUCT to ANY PARTIES.
The design-time components of the PRODUCT are licensed for each computer on which they are installed and used. If the Developer End User has to install design-time components of the PRODUCT on more than one computer Additional Licenses are required. This licensing is valid within a single company. If the Developer End User has to order contractors to develop an application with the use of the PRODUCT the mentioned licensing scheme shall be applied for each such company. These contractors shall be contractually bound to the terms of this EULA and may only perform development tasks permitted for the Developer End User according to this EULA.
DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
Not for Resale Software.
If the PRODUCT is labeled and provided as "Not for Resale" or "NFR", then, notwithstanding other sections of this EULA, the Developer End User may not resell, distribute, or otherwise transfer for value or benefit in any manner, the PRODUCT or any derivative work using the PRODUCT. The Developer End User may not transfer, rent, lease, lend, copy, modify, translate, sublicense, time-share or electronically transmit the PRODUCT, media or documentation. This also applies to any and all intermediate files, source code, and compiled executables.
Limitations on Reverse Engineering, Decompilation, and Disassembly.
The Developer End User may not reverse engineer, decompile, create derivative works, modify, translate, or disassemble the PRODUCT, and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. The Developer End User agrees to take all reasonable, legal and appropriate measures to prohibit the illegal dissemination of the PRODUCT or any of its constituent parts and redistributables to the fullest extent of all applicable local, federal and international laws and treaties regarding anti-circumvention, including but not limited to the Geneva and Berne World Intellectual Property Organization (WIPO) Diplomatic Conferences.
Separation of Components, their Constituent Parts and Redistributables.
The PRODUCT is licensed as an indivisible unit. The PRODUCT and its constituent parts and any provided redistributables may not be reverse engineered, decompiled, disassembled or separated for use on more than one computer, nor placed for distribution, sale, or resale as individual creations by the Developer End User. The provision of source code, if included with the PRODUCT, does not constitute transfer of any legal rights to such code, and resale or distribution of all or any portion of all source code and intellectual property will be prosecuted to the fullest extent of all applicable local, federal and international laws. All PRODUCT libraries, source code, redistributables and other files remain the Vendor's exclusive property. The Developer End User may not distribute any files, except those that the Vendor has expressly designated as Redistributables.
The PRODUCT may include certain files intended for distribution by the Developer End User to the users of the programs created by him/her - “Redistributables”. Redistributables include, for example, those files identified in printed or on-line documentation as redistributable files, those files preselected for deployment by an install utility provided with the PRODUCT (if any). In any event, the Redistributables for the PRODUCT are only those files specifically designated as such by the Vendor. Subject to all of the terms and conditions in this EULA, the Developer End User may reproduce and distribute exact copies of the Redistributables, provided that such copies are made from the original copy of the PRODUCT. Copies of Redistributables may only be distributed with and for the sole purpose of executing application programs permitted under this EULA that the Developer End User has created using the PRODUCT. Under no circumstances may any copies of Redistributables be distributed separately.
The following file(s) are considered redistributables under this EULA:
THE DEVELOPER END USER IS NOT AUTHORIZED TO REDISTRIBUTE ANY OTHER FILE CONTAINED IN THE PRODUCT.
The Developer End User may not rent, lease, or lend the PRODUCT.
The Developer End User may NOT permanently or temporarily transfer ANY of his/her rights under this EULA to any individual or entity. Regardless of any modifications which the Developer End User makes and regardless of how the Developer End User might compile, link, and/or package his/her programs, under no circumstances may the libraries, redistributables, and/or other files of the PRODUCT (including any portions thereof) be used for developing programs by anyone other than the Developer End User. Only the Developer End User has the right to use the libraries, redistributables, or other files of the PRODUCT (or any portions thereof) for developing programs created with the PRODUCT. In particular, the Developer End User may not share copies of the Redistributables with other co-developers. The Developer End User may not reproduce or distribute any PRODUCT documentation without the Vendor explicit permission.
Distribution by the Developer End User of any design-time tools (EXE's, OCX's or DLL's), executables, and source code distributed by the Vendor as part of this PRODUCT and not explicitly identified as a redistributable file is strictly prohibited. Redistribution by the Developer End User's users of the Vendor DLL's and OCX's or PRODUCT redistributable files modified by the Developer End User without an appropriate redistribution license obtained from the Vendor is strictly prohibited.
The Developer End User may NOT distribute the PRODUCT, in any format, to other users for development or application compilation purposes. Specifically, if Developer End User creates a control using the PRODUCT as a constituent control, Developer End User may NOT distribute the control created with the PRODUCT (in any format) to users to be used at design time and or for ANY development purposes.
THE DEVELOPER END USER MAY NOT USE THE PRODUCT TO CREATE ANY TOOL OR PRODUCT THAT DIRECTLY OR INDIRECTLY COMPETES WITH THE PRODUCT.
Purchasing the license (s) for the PRODUCT authorizes the Developer End User to get free updates, upgrades and new versions of the PRODUCT during one-year term of the subscription. After the subscription expiration the Developer End User is entitled to use the license (s) with the product versions released before the subscription expiration date without any limitations, however the Developer End User is not entitled to get free upgrades, updates and new versions of the PRODUCT released after the subscription expiration date. The Developer End User has the right to renew the license (s) for the PRODUCT and to prolong the subscription service for a successive one-year period, thereby to accrue the right to get free updates, upgrades and new product versions released within the subscription period.
IF THE DEVELOPER END USER IS USING THE EVALUATION VERSION OF THE PRODUCT, THE VENDOR WILL NOT PROVIDE THE DEVELOPER END USER WITH UPDATES, UPGRADES AND FIXES RELATED TO THE PRODUCT.
All title and copyrights in and to the PRODUCT (including but not limited to any images, demos, source code, intermediate files, packages, photographs, redistributables, animations, video, audio, music, text, and "applets" incorporated into the PRODUCT, the accompanying printed materials, and any copies of the PRODUCT) are owned by the Vendor. The PRODUCT is protected by copyright laws and international treaty provisions. Therefore, the Developer End User must treat the PRODUCT like any other copyrighted material except that the Developer End User may install the PRODUCT on a single computer provided that he/she keeps the original solely for backup or archival purposes. The Developer End User may not copy the printed materials accompanying the PRODUCT.
RIGOROUS ENFORCEMENT OF INTELLECTUAL PROPERTY RIGHTS.
If the licensed right of use for this PRODUCT is purchased by the Developer End User with any intent to reverse engineer, decompile, create derivative works, and the exploitation or unauthorized transfer of any intellectual property and trade secrets of the Vendor, to include any exposed methods or source code where provided, no licensed right of use shall exist, and any product created as a result shall be judged illegal by definition of all applicable laws. Any sale or resale of intellectual property or created derivatives so obtained will be prosecuted to the fullest extent of all local, federal and international laws.
Installation and Use.
The license granted in this EULA for the Developer End User to create his/her own compiled programs and to distribute such programs and the Redistributables (if any), is subject to all of the following conditions:
(i) the programs by the Developer End User that contain the PRODUCT must be written using a licensed, registered copy of the PRODUCT;
(ii) the programs by the Developer End User must add primary and substantial functionality, and may not be merely a set or subset of any of the libraries, code, Redistributables or other files of the PRODUCT;
(iii) the Developer End User may not remove or alter any Vendor's copyright, trademark or other proprietary rights notices contained in any portion of the Vendor's libraries, source code, Redistributables or other files that bear such a notice;
(iv) all copies of the programs the Developer End User creates must bear a valid copyright notice, either his/her own or the Vendor's copyright notice that appears on the PRODUCT;
(v) the Developer End User may not use the Vendor's or any of its suppliers' names, logos, or trademarks to market his/her programs;
(vi) the Developer End User will remain solely responsible to anyone receiving his/her programs for support, service, upgrades, or technical or other assistance, and such recipients will have no right to contact the Vendor for such services or assistance;
(vii) the Developer End User will indemnify and hold the Vendor, its related companies and its suppliers, harmless from and against any claims or liabilities arising out of the use, reproduction or distribution of his/her programs.
The Vendor represents and warrants that:
(i) The Vendor has all rights, authorizations or licenses to provide the PRODUCT to the Developer End User;
(ii) The Vendor will use its best efforts to prevent the PRODUCT from being infected with any "worms", "viruses", "Trojan horses" or other programs or programming devices that might be used to modify, delete, damage, deactivate or disable the software, computer hardware or data of the Developer End User;
(iii) The PRODUCT does not include any “open source” code as defined by the Open Source Foundation nor operate in such a way that it is compiled with or linked to open source code, without the Developer End User prior review and approval of the applicable license agreement.
LIMITATION ON AND EXCLUSION OF DAMAGES.
THE DEVELOPER END USER CAN RECOVER FROM THE VENDOR ONLY DIRECT DAMAGES UP TO THE AMOUNT THE DEVELOPER END USER PAID FOR THE SOFTWARE. THE DEVELOPER END USER CANNOT RECOVER ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT, INCIDENTAL OR ANY OTHER DAMAGES.
This limitation applies to claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by applicable law. It also applies even if repair, replacement or a refund for the software does not fully compensate the Developer End User for any losses; or the Vendor knew or should have known about the possibility of the damages.
EXCEPT AS OTHERWISE DEFINED HEREIN, THE VENDOR EXPRESSLY DISCLAIMS ANY WARRANTY FOR THE PRODUCT. THE PRODUCT AND ANY RELATED DOCUMENTATION IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE PRODUCT REMAINS WITH THE DEVELOPER END USER.
To the maximum extent permitted by applicable law, in no event shall the Vendor be liable for any special, incidental, indirect, or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the PRODUCT or the provision of or failure to provide Support Services, even if the Vendor has been advised of the possibility of such damages.
TECHNICAL SUPPORT SERVICES.
The Vendor will provide the Developer End User with technical support services related to the PRODUCT ("Support Services”). Use of Support Services is governed by the terms and conditions of this EULA, Vendor's Premium Support Agreement, policies and programs described in the user manual, in "on line" documentation and/or other Vendor provided materials.
The Vendor provides several levels of Technical Support Services depending on the Developer End User status:
(i) Pre-sales Technical Support Services is available to Evaluation version users within evaluation period and provided on a no-charge basis whenever possible and subject to availability of technical support staff via e-mail within standard support hours from 8:00 am to 5:00 pm GMT +6, Monday to Friday, excluding statutory holidays and company holidays. PRODUCT documentation, white papers, demos, samples, support section that contains tips and tricks are available.
(ii) Post-sales Technical Support Services to the Developer End User on a free or payment basis subject to payment of the applicable license fee for one-year period commencing on payment of such license fee:
a) Free Technical Support is available to the Developer End User who has a valid Subscription for the PRODUCT but does not have a valid Premium Support Subscription. Free technical support is provided whenever possible and subject to availability of technical support staff via e-mail within standard support hours from 8:00 am to 5:00 pm GMT +6, Monday to Friday, excluding statutory holidays and company holidays. PRODUCT documentation, white papers, demos, samples, supports section that contains tips and tricks are available.
b) Premium Technical Support is available to the Developer End User who has a valid Premium Support Subscription. Premium Technical Support is provided with high priority via e-mail within standard support hours from 8:00 am to 5:00 pm GMT +6, Monday to Friday, excluding statutory holidays and company holidays. The Vendor may offer additional Premium Technical Support benefits, such as access to night builds, samples in C# and VB.NET. PRODUCT documentation, white papers, demos, samples, supports section that contains tips and tricks are available.
If the Developer End User purchases Premium Technical Support Services, all the authorized copies of the PRODUCT in Developer End User possession must include the Premium Technical Support option.
Any supplemental PRODUCT provided to the Developer End User as part of the Support Services shall be considered part of the PRODUCT and subject to the terms and conditions of this EULA. With respect to technical information the Developer End User provides to the Vendor as part of the Support Services, the Vendor may use such information for its business purposes, including for PRODUCT support and development. The Vendor will not utilize such technical information in a form that personally identifies the Developer End User.
Without prejudice to any other rights or remedies, the Vendor will terminate this EULA upon the failure of the Developer End User to comply with all the terms and conditions of this EULA. In such events, the Developer End User must destroy all copies of the PRODUCT and all of its component parts including any related documentation, and must immediately remove ANY and ALL use of the technology contained in the PRODUCT from any applications developed by the Developer End User, whether in native, altered or compiled state.
This EULA may only be modified in writing signed by you and an authorized officer of the Vendor. If any provision of this EULA is found void or unenforceable, the remainder will remain valid and enforceable according to its terms. If any remedy provided is determined to have failed for its essential purpose, all limitations of liability and exclusions of damages set forth in the Limited Warranty shall remain in effect.
The Vendor reserves all rights not specifically granted in this EULA.