End User License Agreement

PLEASE READ CAREFULLY THE FOLLOWING LICENSE AGREEMENT. YOU ACCEPT AND AGREE TO BE BOUND BY THIS LICENSE AGREEMENT BY CHECKING THE LICENSE AGREEMENT BOX ON OUR WEBSITE WHEN PURCHASING OR DOWNLOADING THE SOFTWARE, OR BY DOWNLOADING OR INSTALLING THE SOFTWARE. IF YOU DO NOT AGREE TO THIS LICENSE, DO NOT CHECK THE BOX AND DO NOT PROCEED WITH THE DOWNLOAD, PURCHASE OR INSTALLATION.

Parties to the Agreement

"You" means the person or company who is being licensed to use the Software or Documentation. "We," "us" and "our" means TotallySQL Ltd, a company incorporated in England and Wales with registration number 05111369.

License Grant - applicable to products licensed 'per server'

We hereby grant you a nonexclusive license to use one copy of the Software on a single Microsoft SQL Server instance for each server license purchased. The Software is "in use" on a Microsoft SQL Server instance when the main assembly file is installed on any database within that instance.

License Grant - applicable to products licensed 'per seat'

We hereby grant you a nonexclusive license to use one copy of the Software on a single computer for each “seat” license purchased. The Software is "in use" on a computer when it is loaded into temporary memory (RAM) or installed into the permanent memory of a computer - for example a hard disk or other storage device.

Title

We remain the owner of all right, title and interest in the Software and related explanatory written materials ("Documentation").

Archival or Backup Copies

You may copy the Software for backup and archival purposes, provided that the original and all copies are kept in your possession and that your installation and use of the Software does not exceed that allowed in the "License Grant" section above.

Things You May Not Do

The Software and Documentation are protected by international copyright laws. You must treat the Software and Documentation like any other copyrighted material—for example, a book. You may not:

• copy the Documentation,
• copy the Software except to make archival or backup copies as provided above,
• modify or adapt the Software, or incorporate it as part of another product,
• reverse engineer, disassemble, decompile or make any attempt to discover the source code of the Software,
• place the Software files in a location from which they are accessible via a public network such as the Internet, or
• sublicense, rent, lease or lend any portion of the Software or Documentation.

Transfers

You may transfer all your rights to use the Software and Documentation to another person or legal entity provided you transfer this Agreement, the Software and Documentation, including all copies, updates and prior versions to such person or entity and that you retain no copies in any form.

Limited Warranty

We warrant that for a period of 90 days after delivery of the Software to you the Software will perform substantially in accordance with the Documentation.

To the extent permitted by applicable law, THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, AND WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, regardless of whether we know or had reason to know of your particular needs. No employee, agent, dealer or distributor of ours is authorized to modify this limited warranty, nor to make any additional warranties.

Limited Remedy

Our entire liability and your exclusive remedy for breach of the foregoing warranty shall be, at our option, to either:

• return the price you paid, or
• repair or replace the Software that does not meet the foregoing warranty.

IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OR THE INABILITY TO USE THE SOFTWARE (EVEN IF WE OR AN AUTHORIZED DEALER OR DISTRIBUTOR HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), OR FOR ANY CLAIM BY ANY OTHER PARTY.

Term and Termination

This license agreement takes effect upon your use of the software and remains effective until terminated. You may terminate it at any time by destroying all copies of the Software and Documentation in your possession. It will also automatically terminate if you fail to comply with any term or condition of this license agreement. You agree on termination of this license to destroy all copies of the Software and Documentation in your possession.

Confidentiality

The Software contains trade secrets and proprietary know-how that belong to us and it is being made available to you in strict confidence. ANY USE OR DISCLOSURE OF THE SOFTWARE, OR OF ITS ALGORITHMS, PROTOCOLS OR INTERFACES, OTHER THAN IN STRICT ACCORDANCE WITH THIS LICENSE AGREEMENT, MAY BE ACTIONABLE AS A VIOLATION OF OUR TRADE SECRET RIGHTS.

General Provisions

1. This written license agreement is the exclusive agreement between you and us concerning the Software and Documentation and supersedes any prior purchase order, communication, advertising or representation concerning the Software.
2. This license agreement may be modified only by a subsequent written agreement signed by you and us.
3. In the event of litigation between you and us concerning the Software or Documentation, the prevailing party in the litigation will be entitled to recover attorney fees and expenses from the other party.
4. This End-User Licence Agreement shall be governed by and construed in accordance with the laws of England and Wales and the courts of England and Wales shall have non-exclusive jurisdiction to determine any disputes, which may arise out of, under, or in connection with this End-User Licence Agreement.
5. You agree that the Software will be used and/or transported in accordance with any applicable export control laws and regulations, and will not be re-exported or re-transferred to any destination subject to restrictive sanctions measures or trade embargoes implemented at a national, regional or international level without the appropriate authorization. You will indemnify and hold TotallySQL Ltd harmless from and against any claim, loss, liability or damage suffered or incurred by TotallySQL Ltd resulting from or related to your violation of this paragraph.