Software EULA

1. General

IMPORTANT -- READ CAREFULLY BEFORE USING THE SOFTWARE (as defined in Section 2.1 of this Agreement).

THIS END USER LICENSE AGREEMENT (‘EULA’) IS A LEGAL AGREEMENT BETWEEN YOU, EITHER AS AN INDIVIDUAL OR AN ENTITY (‘YOU’ as defined in Section 2.4 of this Agreement) AND SQL CONSULTING GMBH (‘US’ as defined in Section 2.3 of this Agreement) COVERING YOUR USE OF THE SOFTWARE.

You acknowledge upon clicking ‘I accept’ that You have reviewed and agreed to all of the terms and conditions set forth in this EULA. If You do not to agree with all of these terms and conditions or if You, by technical means, can bypass/ disable the ‘ACCEPT’ button, by installing, copying, downloading, accessing or otherwise using the Software, You shall be deemed to have agreed to be bound by the terms of this EULA. If You have already installed the Software and do not agree to these terms and conditions, You shall uninstall the Software and immediately discontinue its use.

If You are accepting the terms on behalf of another person or legal entity, You represent and warrant that You have full legal authority to accept on behalf of and bind that person or legal entity to the terms.

Note that all of the terms and conditions set forth in this EULA also apply to the pre-release or beta version of the Software.

ATTENTION:

IF YOU ARE A CONSULTANT OR A SERVICE PROVIDER AND WISH TO USE THE SOFTWARE AS PART OF YOUR SERVICES TO A THIRD PARTY, YOU REQUIRE A ‘SERVICE PROVIDER LICENSE’ (as defined in Section 3.3 of this Agreement).

IF YOU ARE A SOFTWARE DEVELOPER OR A SOLUTION PROVIDER AND WISH TO USE THE SOFTWARE IN YOUR PRODUCTS, WHOLLY OR PARTLY, YOU REQUIRE A ‘SOLUTION PROVIDER LICENSE’ (as defined in Section 3.4 of this Agreement).

IF YOU WISH TO USE THE SOFTWARE WHILE CONDUCTING TRAININGS, WORKSHOPS, WEBINARS, PRECONFERENCE OR ONLINE TRAININGS YOU REQUIRE A ‘TRAINING PROVIDER LICENSE’ (as defined in Section 3.5 of this Agreement).

IF YOU WISH TO USE THE SOFTWARE DURING FREE PRESENTATIONS, FREE WEBCASTS, FREE WEBINARS OR FREE ONLINE TUTORIALS YOU REQUIRE A PRESENTATION LICENSE (as defined in Section 3.6 of this Agreement).

ALL OTHER LICENSE TYPES ARE INCOMPATIBLE WITH 'SERVICE PROVIDER LICENSE', 'SOLUTION PROVIDER LICENSE', 'TRAINING PROVIDER LICENSE'; 'PRESENTATION LICENSE' OR WITH ANY OTHER THIRD PARTY USAGE. PLEASE CONTACT US AT mailto:license@sqlworkshops.com TO ACQUIRE THE APPROPRIATE LICENSE

THE SOFTWARE LICENSE TYPE CAN BE VIEWED AT THE BOTTOM LEFT OF THE SOFTWARE.

2. Definitions

2.1 ‘Software’ means the object code versions of the SQLTest including any and all updates, upgrades, modifications and accompanying Documentation, owned and provided by Us to You according to this EULA.

2.2 ‘Computer’ means either the hardware, if it is a single computer system whether physical or virtual, or shall mean the computer system with which the hardware operates, if it is a computer system component.

2.3 ‘We’, ‘Our’, ‘Us’ means SQL Consulting GmbH, a limited company registered in Munich, Germany, company number HRB 164557 and its affiliates, directors, officers, agents, employees, and its suppliers and licensors for the Software.

2.4 ‘You’, ‘Your’ means either a) the person who installs the Software on a computer for his/her own personal use; or b) where the Software is installed on a computer on behalf of an employer, another person or organization; then such employer, other person or organization on whose behalf the Software has been installed.

2.5 ‘Install’, ‘installation’ in connection with the Software means the downloading or installing of the Software from Our or any third party's remote server.

2.6 ‘Documentation’ means the published user manuals and videos that We make generally available for the Software. It is licensed for internal, non-commercial reference purposes only.

3. Grant of License

3.1 General

In exchange for the mutual rights and obligations under this EULA We grant to You a limited, revocable, personal, non-exclusive, non-sub-licensable and non-transferable License to use the Software for Your internal purposes only.

The License is personal to you as an individual. You may not rent, lease, share, sub-license, re-distribute, sell, assign or pledge the Software.

You shall not use the Software to generate or distribute a product that is in essence similar to or competitive with Our Software.

For each Software license key You obtain, You may:

a) use the Software on any single Computer and solely for internal purposes; and

b) copy the Software for back-up and archival purposes, provided any copy must contain all of the original Software's proprietary notices. You must ensure that such copy is not installed on any computer at any time while the original copy of the Software is installed on another computer.

The Software is ‘in use’ on a Computer when it is loaded into temporary memory or installed in permanent memory (Hard Drive, CD-ROM or other storage device). You agree to use Your best efforts to prevent and protect the contents of the Software and Documentation from unauthorized use or disclosure. You agree that You will only install a Software license key received directly from Us. Without any License (‘unlicensed’) the Software has very limited functionality and may be solely used for evaluation purposes in a nonproduction environment for maximum 2 (two) weeks.

Furthermore, You may not decompile, reverse engineer, or disassemble the source code of the Software, either in whole or in part.

The License is issued to You as a specific user (individual) with a specific Computer - operating system software combination. Unless mutually agreed in writing, Licenses cannot be issued to service accounts or group accounts. If You make a change to Your Computer and/ or operating system software like an upgrade, Your License key might become invalid. In this case You have to purchase a new License.

If You purchased a ‘Professional Unlimited License’ or an ‘Enterprise Unlimited License’ as listed at http://www.sqltest.org/license-types and You make changes to your Computer and/ or operating system software, We will give You a new License key for no extra cost, given that such a change does not occur more than once in two (2) years.

The Software is generally provided ‘AS IS’ with no guarantee or warranty of any kind as to its functionality, quality, performance, suitability or fitness for a particular purpose. All other terms, conditions and warranties expressed or implied whether by law or otherwise are hereby expressly excluded. You accept that no Software is error free and You are strongly advised to back-up Your files regularly.

For owners of the ‘Enterprise License’ and ‘Enterprise Unlimited License’ We will use reasonable efforts, care and skill to resolve any problem issues that might arise. However, if the Software fails, Our maximum liability is the price You paid to Us for the Software in the preceding three (3) months. This guarantee does not apply if failure of the Software arises from accident, abuse or misapplication.

3.2 Evaluation Licenses

Evaluation licenses are offered to You to assess the Software for potential business use, they can only be used in nonproduction environments.

In exchange for the mutual rights and duties set out in this EULA, we grant You the right to use the Evaluation Licenses for a limited period of time. If You do not acquire any license, Our Software will try to fetch an ‘Automatic Evaluation License’, given You have internet connection. However, you have an option to disable the Automatic Evaluation License request using menu ‘Tools’ – ‘Options’. 

At the latest on expiration of the Evaluation Period, if you wish to continue using the Software, you shall switch to ‘Free Community License’ or to one of the paid for Licenses (as listed under http://www.sqltest.org/license-types).

Otherwise You shall destroy the Software and all copies, in any form, including partial copies or modifications of the Software received from Us, or made in connection with any Evaluation License, and all Documentation relating thereto. All rights of Yours to use the Software shall terminate.

3.3 Service Provider License

If You are a consultant or a service provider and wish to use the software as part of Your services to a third party, You require a ‘Service Provider License’, which is a paid for license (to apply for a Service Provider License mailto:license@sqlworkshops.com).

3.4 Solution Provider License

if You are a software developer or a solution provider and wish to use Our Software in Your products, wholly or partly, You require a ‘Solution Provider License’, which is a paid for License (to apply for a Solution Provider License mailto:license@sqlworkshops.com).

3.5 Training Provider License

If You wish to use the Software during trainings, workshops, webinars, preconference or online trainings You require a Training Provider License, which is a paid for License. (to apply for a Training Provider License mailto:license@sqlworkshops.com).

3.6 Presentation License

If You wish to use the Software during free presentations, You require a Presentation License. You also need a Presentation License if you wish to use the Software during free webcasts, free webinars or free online tutorials. (to apply for a Presentation License mailto:license@sqlworkshops.com)

3.7 Online Examples and Scripts

The incorporated ‘Online Examples’ and scripts, accessible via the Menu ‘File’ -> ‘Open Online Examples’, may be used with all license types for personal, private educational purposes. However, the ‘Online Examples’ and scripts may not be used in presentations, neither public nor internal (corporate) nor for third parties; They may also not be used in trainings, neither public nor internal (corporate) nor for third parties.

4 License Restrictions

4.1 Internet-based Services

You may not use any Internet-based services associated with the Software in any manner that could harm, deactivate or overload such services or interfere with any other party's use or enjoyment of them.

You may not try to gain unauthorized access to any account, computer system or network associated with the Internet-based services.

4.2 Reservation of Rights and Ownership

We reserve all rights not expressly granted to You in this EULA. The Software is protected by intellectual property laws. We either own or have the right to the title, copyright, and other intellectual property rights in the Software. The Software is licensed, not sold. This EULA does not grant You any rights to Our trademarks or service marks. You may not remove, hide or alter any proprietary notices or labels on the Software or Documentation, including but not limited to, logo, license GUID number (displayed on the top right of the Software) and License Type (displayed on bottom left of the Software). If you would like to use the Software for/ at free public presentations, webcasts, webinars, video recordings or similar activities You shall contact Us and get a Presentation License. For any other educational use You require  a Training Provider License (see section 3.5 of the EULA).

Any forbidden use shall immediately terminate Your license to the Software.

4.3 Limitations on Reverse Engineering, Decompilation and Disassembly

You may not decompile, reverse engineer, or disassemble the source code of the Software, either in whole or in part or create derivative works based on the Software or Documentation. Furthermore, You may not use, incorporate into other products, copy (except for back-up or archival purposes), modify or translate the Software or any alteration, variation or copy of the Software or any part thereof.

4.4 No Rental

You may not lease or lend out the Software.

4.5 Compliance with Applicable Laws

You agree that You shall only use the Software and Documentation in a manner that complies with all applicable laws in the jurisdiction(s) in which You use the Software and Documentation.

5. Intellectual Property/ Ownership

Unless as provided herein, all rights, title, and interest in and to the Software, Documentation, and corresponding intellectual property (including any text incorporated into the Software, the accompanying printed materials and any copies of the Software) shall remain exclusively Our property. This EULA does not grant You any rights, intellectual property and in particular any rights to Our copyrights, trademarks, service marks or trade secrets. The Software and Documentation are protected by the copyright and intellectual property laws of Germany and international copyright and intellectual property laws and treaties. All representations to the names ‘SQL Consulting GmbH’, ‘SQLWorkshops’ and ‘SQLTest’ must remain as initially distributed, regardless of the presence or absence of a trademark, copyright or other intellectual property symbol or notice precondition. We shall own all rights in any copy, translation, alteration, adaptation or derivation of the Software and/ or Documentation, including any improvement or development thereof. You shall procure, at Our or Our authorized representative's request, the execution of any tool that may be suitable to assign these rights to Us.

Note that third party trademarks, product names or logos may be the trademarks of their respective owners.

6. Consent to Use of Data/ Data Rights/ Use of Feedback

We agree that the data and information produced by the Software from Your proprietary data and information shall be Your sole property.

You agree that We may collect and track non-personally identifiable information about You, including, but not limited to, Your IP address or the type of Computer and Operating System You use, while we provide You with the required license or verify that You have a valid license, and while we provide You with online examples and collect Your feedback as well as while You participate in the ‘Customer Experience Improvement Program’. In addition, We may collect user and computer system name while we provide You with the required license or verify that You have a valid license. Your data will be treated as confidential information and Our use of any such data shall be for internal purposes only. We shall not provide any statistics of Your use of the Software to third parties.

However, if You do not agree to this data collection policy, You have the option to purchase an ‘Enterprise Unlimited License’ and use the Software without connecting to the internet.

In order to improve our products, We wish to collect some information on their usage. However, We will ask Your permission to do so in a separate dialogue box, hence Your participation is optional, unless you are using an evaluation license where participation is mandatory. More information on our ‘Customer Experience Improvement Program’ can be read at: http://www.sqltest.org/ceip.

For additional information on Use of Data read our Privacy Policy.

You agree that Your usage of the Software as well as any and all feedback given by You regarding the Software can be utilized for promotional purposes.

7. Additional Software/ Services

This EULA also applies to any and all updates, supplements, add-on components, internet-based services components and accompanying Documentation of the Software We may make available to You after You receive Your initial copy of the Software, unless such updates, supplements, add-on components, internet-based services components and accompanying Documentation are accompanied by separate terms.

8. Audit

You agree that We may audit Your Software usage to verify that You have a valid license.

Where we reasonably infer that additional License Fees are due from You under this EULA, We shall inform you in writing. You shall pay such additional License Fees within thirty days. Nonpayment of such fees shall give Us the right to terminate Your License with immediate effect.

Where We reasonably infer that You are otherwise in breach of this EULA, We shall inform You in writing of such breach and either provide details of any rectification required by You or terminate Your License.

9. Termination

You may terminate this EULA, without right to refund, by notifying Us of such termination at any time by uninstalling the Software.

Without prejudice to any other rights, We may terminate this EULA if We reasonably suspect that You fail to comply with the terms and conditions of this EULA.

Upon termination of this EULA for any reason, all rights granted to You hereunder will cease, and You will promptly delete the Software and any related updates from Your Computer, storage media and other files, destroy the Software and all copies thereof and notify us about Your observance with these termination obligations in writing.

The termination of this EULA shall not affect the rights, duties and liabilities of either party accrued prior to termination. Following termination, no obligations or liabilities shall remain with Us.

10. Warranties

The Software, including accompanying Documentation, is designed as a general-purpose Software and provided ‘AS IS’, with all faults and with no guarantee or warranty of any kind as to its functionality, quality, performance, uninterrupted operation, suitability or fitness for a particular purpose. All other terms, conditions and warranties expressed or implied whether by law or otherwise, including prior oral or written statements by Us, are hereby expressly overridden and disclaimed.

11. Indemnification

You will indemnify and keep indemnified and hold Us harmless from and against all costs (including the costs of enforcement and reasonable legal costs), expenses, liabilities, injuries, direct, indirect or consequential loss, pure economic loss, loss of profits, loss of business, loss of employment, or depletion of goodwill and like, loss arising out of the use, reproduction or distribution of the Software.

No Third Party Rights. We and You do not intend that any of the License terms shall be enforceable by any person or company not a party to it. All Third Party Rights shall hereby be expressly excluded.

12. CONSEQUENTIAL AND CERTAIN OTHER DAMAGES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF US, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13. Applicable Law

This EULA is governed by the laws of Germany and, in respect of any dispute which may arise hereunder, You consent to the jurisdiction of the courts sitting in Munich, Germany.

Furthermore, You agree that You shall only use the Software and Documentation in a manner that complies with all applicable laws in the jurisdictions in which You use the Software, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights and applicable export laws and regulations.

14. Severability

This EULA is the entire agreement between You and Us relating to the Software and it replaces all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software or any other subject matter covered by this EULA. If any provision of this EULA is held to be null and void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.

15. No Waiver

You shall not assign, delegate or otherwise transfer this EULA or any of its rights or obligations hereunder without Our prior, written approval. All notices or approvals required or permitted under this EULA must be given in writing. Any waiver or modification of this EULA will not be effective unless given in writing and signed by Us. This EULA will also bind Your successors-in-interest.

16. Revisions to Terms

We reserve the right to revise the terms of the EULA by updating the EULA on Our website, or by notifying You. You are advised to check the website http://www.sqltest.org/EULA periodically for notices concerning such revisions. Your continued use of the Software shall be interpreted as Your acceptance of any revised terms.

17. Payment Terms/ Handling of Taxes

Under no circumstances may the terms of this EULA, any purchase schedule or any purchase order be amended, modified, supplemented, altered, superseded or replaced by any invoice or purchase order delivered by You to Us. Both party acknowledge and agree that, as a convenience to You and only for Your internal accounting procedures, You may deliver to Us a customer invoice or customer purchase order for any transaction considered hereunder and that none of Our actions, including Our delivery of the Software or acceptance of payment, shall be interpreted to be acceptance of any of the terms or conditions contained in Your invoice or Your purchase order. Such terms and conditions shall be void and of no force or effect, unless accepted by Us in a separate, written document signed by both parties.

Payments shall not be reduced on account of any Taxes unless required by applicable law. You shall indemnify Us against all losses suffered by Us arising out of Your failure to duly and timely pay any tax to the tax authorities within the relevant period.

18. Links to Third Party Sites

We are not responsible for the contents of any third-party sites or services, any links contained in third-party sites or services, or any changes or updates to third-party sites or services. We may be providing these links and access to third-party sites and services to You only as a convenience.

Latest EULA Update: May 7th, 2016

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