ProjectEnvision SqlDoc End user license agreement

PROJECTENVISION SQLDOC
END USER LICENSE AGREEMENT
This End User License Agreement (the “Agreement”) is a legal agreement between you and ProjectEnvision, an IT services company having a principal business address of Pod Lipa 4/15, 02-798 Warsaw, Poland (hereinafter “ProjectEnvision,” “we,” or “us”).
The date you accept the terms and conditions of this Agreement shall be deemed the “Effective Date” of the Agreement. Either of us may be referred to individually as a “Party” or collectively as the “Parties.”
BEFORE YOU CLICK ON THE “I ACCEPT” BUTTON, PLEASE CAREFULLY READ THE TERMS OF THE AGREEMENT SET FORTH HEREUNDER. BY CLICKING ON THE “I ACCEPT” BUTTON AND INSTALLING THE LICENSED PRODUCT, YOU ARE BOUND BY AND HAVE BECOME A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN PLEASE DO NOT CLICK THE “I ACCEPT” BUTTON AND INSTALL THE LICENSED PRODUCT.
1. Our Software
The Licensed Product is designed to enable database developers and administrators to address day-to-day database development and administration tasks. The Licensed Product enables an administrator to quickly access the history of executed jobs; verify database configuration; and review such features as server properties, parameters, alerts, backup devices, and credentials. In addition, the Licensed Product enables a developer to access the server and database metadata necessary to design the application, and also provides the developer the ability to edit certain extended properties of the database objects from a single window.
2. Intellectual Property in the Software
You agree and acknowledge that ProjectEnvision and its licensors shall own and retain all right, title, and interest in and to the Licensed Product and any trade secrets or know-how contained therein. You agree and acknowledge that no title to the intellectual property in the Licensed Product is transferred to you from us under this Agreement. You agree not to remove any trademark, copyright, or other proprietary notices on or in any portion of the Licensed Product as delivered and to reproduce all such notices on and in all authorized copies.
3. Software License
We grant to you a perpetual, non-exclusive, nontransferable license solely for your internal business purposes to (a) access electronically, use, install, and display the Licensed Product on a single computer workstation; (b) make an unlimited number of back-up copies of the Licensed Product for archival and contingency purposes only; and (c) use the written materials and documentation accompanying the Licensed Product and make copies solely for your internal business purposes. Your rights in the Licensed Product shall be limited to those expressly granted in this Agreement. Any use which exceeds the scope of this license grant shall be deemed to constitute a material breach of this Agreement.
4. Restrictions
You shall not distribute, share, rent, resell, lease, sublicense or otherwise disclose or transfer the Licensed Product to any third party. You shall not use the Licensed Product in any multiple use arrangement. The Licensed Product contains our trade secrets, and to protect those trade secrets and our interest in the Licensed Product generally, you agree not to reverse engineer, decompile, translate, or disassemble the Licensed Product in whole or in part, nor to permit any third party to do so. Any failure to abide by the restrictions set forth in this Section shall expressly constitute a material breach of this Agreement.
5. Termination
This Agreement will automatically terminate upon notice in the event you breach any term or condition of this Agreement. You understand that exceeding the scope of the license shall expressly constitute a material breach of this Agreement. Upon any material breach, your non-exclusive license shall cease and terminate, and you shall have no further right to use or display the Licensed Product, maintain back-ups of the Licensed Product, or use or keep copies of the documentation. In the event of any such termination, you agree to immediately delete the Licensed Product and destroy any copies of the documentation.
The following terms and conditions shall survive any termination of this Agreement until such time as they are exhausted: Sections 2, 4, 5, 7, and 12-15.
6. License Fee
We offer a free, fourteen (14) day trial in order to evaluate the Licensed Product. If, at the end of the trial, you want to continue using the Licensed Product, you will need to purchase a one-time, up-front, license-fee in the amount of Forty-Nine Dollars and Ninety-Nine Cents ($49.99). All sales are final. There shall be no refunds issued for any reason. Any chargebacks to the license fee after payment shall be treated as a material breach of this Agreement.
7. Proprietary Information
For the term of this Agreement and for a period of three (3) years thereafter, you agree to keep completely confidential and will not publish or otherwise disclose for any purposes the Proprietary Information furnished by us to you pursuant to this Agreement.
For the avoidance of doubt, Proprietary Information shall include all of the proprietary, non-public information pertaining to us and the Licensed Product, including but not limited to the terms of this Agreement and all of the trade secrets and know-how contained within the Licensed Product and any accompanying documentation. Notwithstanding the foregoing, “Proprietary Information” shall not include any information which you can demonstrate by your records (a) was in your knowledge or possession prior to our disclosure to you, (b) was in the public domain at the time of disclosure or subsequently entered the public domain through no fault of yours; (c) was disclosed to you by a third party with the right to make such a disclosure; or (d) was developed independently by you.
You agree and acknowledge that, in the event of the actual or threatened disclosure of Proprietary Information in violation of this Section, we will suffer irreparable injury, such that no remedy at law will afford us adequate protection against, or appropriate compensation for, the irreparable nature of the harm caused. Accordingly, you hereby agree that we will be entitled to specific performance of your obligations under this Section, as well as such further injunctive relief as may be granted by any court of competent jurisdiction.
8. Technical Support and Updates
Technical support and updates will be made available to you for the period commencing as of the Effective Date and expiring on the one (1) year anniversary of the Effective Date. We make commercially reasonable efforts to promptly resolve all technical support issues, which will be addressed during our regular business day, which is 9 to 17 GMT +1. It is your obligation to promptly report to us all errors, bugs, and other incidents, and to submit as much about any issues as possible. Incident reports should be submitted to us at support@projectenvision.com.
9. Licensee Warranty
If you are downloading this Licensed Product on behalf of a business or organization, you warrant and represent that you have full power and authority to bind your business or organization to the terms of this Agreement. If you are an individual downloading this Licensed Product on your own behalf, you warrant and represent that you are an individual who is at least eighteen (18) years of age and capable of forming legally binding contracts.
You understand and acknowledge that the Licensed Product has been carefully tested and evaluated prior to sale and distribution to licenses, and that making any alterations to the Licensed Product may cause it to malfunction or to provide incomplete, inaccurate, or unreliable results. You warrant and represent that neither you nor any third party will make any alterations, or add or delete any code from the Licensed Product. You understand and agree that any failure to abide by the terms of this Section shall constitute a material breach of this Agreement.
10. Limited Warranty; Remedies
We warrant that the Licensed Product will be free from physical defects. If for any reason your Licensed Product is not free from physical defects, then you should notify us of this issue as soon as possible. Our entire liability and your sole and exclusive remedy shall be to use reasonable commercial measures in our sole and absolute discretion and at our expense to correct the physical defect, replace the Licensed Product, or provide a workaround to you.
11. Disclaimer of Other Warranties
The Licensed Product is provided on an “as is” basis. Use of the Licensed Product and your reliance on any results or data generated from by the Licensed Product is at your own risk. We can make no warranty that your use of the Licensed Product will not result in technical problems with hardware on your computer workstation or interactivity problems with other software on your computer workstation, nor can we provide any warranty that you will not lose data. Moreover, we cannot warrant that the Licensed Product will operate on a continuous, uninterrupted, bug-free, error-free, virus-free, problem-free, and defect-free basis, nor that it will meet all of your needs or provide a specific result for you. Furthermore, we cannot guarantee that the audit results generated by the Licensed Product will be accurate, complete, or reliable.
WITH THE EXCEPTION OF THE LIMITED WARRANTY SET FORTH IN SECTION 10 ABOVE AND TO THE EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, CONDITIONS, RESULTS, GUARANTEES, OR REPRESENTATIONS WITH RESPECT TO THE LICENSED PRODUCT, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE OR SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY RIGHTS, OR ARISING FROM THE COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.
12. Indemnification
You agree to indemnify, defend, and hold harmless us, our officers, directors, licensors, employees, independent contractors, representatives, and agents from and against any and all loss, damage liability, and expense (including without limitation reasonable fees for attorneys and experts) arising out of any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that such action is based upon a claim that (a) if true, would constitute a breach of any representations or agreements by you hereunder; (b) arises out of any negligence or willful misconduct by you; or (c) arises out of any act by you or any third party to make alterations or to add or delete code from the Licensed Product.
13. Limitation of Liability; Consequential Damages
Notwithstanding anything to the contrary, our total liability under this Agreement for all claims in the aggregate shall be limited to One Dollar ($1.00). In no event shall we be liable for any incidental, consequential, indirect, special, or punitive damages, lost profits, lost data, or any other intangible losses, arising out of, or related to, this Agreement, even if we have been advised of the possibility thereof, and regardless of whether the claim is based on contract, tort, or another theory or cause of action.
14. Miscellaneous
Our relationship will be that of third party contractors, and neither of us will have the right power, or authority to assume, create, or incur any expense, liability, or obligation, express or implied, on behalf of the other. You may not assign or transfer any of your rights or obligations under this Agreement without our prior written consent. You agree that we may assign this Agreement without prior notice in the event of a merger, acquisition, or sale of all or part of our business to a successor corporation. No waiver of any breach of the terms of this Agreement, no matter how long continuing or how often repeated, shall be deemed a waiver of any subsequent breach thereof, nor shall any delay or omission to exercise any right, power, or privilege hereunder be deemed a waiver of such right, power, or privilege. If any provision of this Agreement is held unenforceable or in conflict with the law of any jurisdiction, the validity of the remaining provisions shall not be affected by such holding. The meaning of that provision will be construed to the extent feasible, to render the provision unenforceable. If no feasible interpretation will save such provision, it is to be severed from the remainder of the terms of this Agreement, which are to remain in full force and effect. This Agreement contains the entire understanding of the Parties with respect to the subject matter contained herein, and shall supersede all prior agreements and understandings with you, whether written or oral.
15. Governing Law; Dispute Resolution
This Agreement is governed by the laws of Poland, without regard to conflicts of law principles. Any actions or claims arising under this Agreement and bought by either Party shall be subject to the jurisdiction and venue of the courts located in Warsaw, Poland. All claims you bring against us must be resolved in accordance with this Section. All claims filed or brought against us contrary to this Section shall be considered improperly filed. You agree and acknowledge that, in the event you file a claim contrary to this Section, we may recover attorneys’ fees and costs from you for the improperly filed claim of up to Fifteen Hundred Dollars ($1500.00), provided that we have notified you in writing of the improperly filed claim and you have failed to properly withdraw the claim.
Should you have any questions about this Agreement, of if you desire to contact us for any reason, all communications should be directed to: support@projectenvision.com.