Data Compare SQL 2.0.0

EULA - End User License Agreement

Data Compare SQL End User License Agreement ("EULA")

IMPORTANT NOTICE: Please read this Agreement carefully.

This License Agreement (the "Agreement") is a legal agreement between you (an individual or an entity) and Optillect LLC for the Data Compare SQL software product of major version 1, which includes computer software and electronic documentation. You should carefully read the following terms and conditions before using the Software product.

BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE PRODUCT, YOU (HEREINAFTER "CUSTOMER" OR "YOU") ARE EXPRESSLY AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. IF THESE TERMS ARE CONSIDERED AN OFFER BY OPTILLECT LLC, ASA ("Optillect"), ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS. OPTILLECT IS WILLING TO MAKE THE SOFTWARE AVAILABLE TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT THE TERMS OF THIS AGREEMENT. WRITTEN APPROVAL IS NOT A PREREQUISITE TO THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT. THE SOFTWARE PRODUCT IS PROTECTED BY COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT TREATIES, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS AND TREATIES. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE THE SOFTWARE PRODUCT.

TERMS AND CONDITIONS.

1. DEFINITIONS.
For purposes of this Agreement, the following terms will have the following meanings:
1.1 "Customer" or "You" means the legal entity or person who orders or downloads the Software.
1.2 "User" means You if you are a sole person, or means any person within the legal entity You are.
1.3 "Documentation" means the standard end-user technical documentation, specifications, materials and other information Optillect supplies with the Software.
1.4 "Software" means the proprietary Optillect software products delivered to you hereunder (including but not limited to the Data Compare SQL), together with any update or upgrade thereto, when and if made available to you by Optillect. Software may include Third Party Software.
1.5 "Third Party Software" means the software of certain third parties which Optillect may deliver with the Software.
1.6 "Install", "Installing", "Installation" or "Installed" in connection with the Software includes the downloading of the Software from the Optillect's or any third party's remote server.
1.7 "Use" means to cause a computer system to execute any machine-executable portion of the Software in accordance with the Documentation or to make use of any Documentation or related materials in connection with the execution of any machine-executable portion of the Software.
1.8 "License" means this Agreement, supported by one or more Key Files.
1.9 "Key File" means computer file that contains additional restrictions (in non human-readable form) to Use this major version of the Software. The Key File is considered as a part of the Software which provided on fee basis or for free by Optillect or any authorized third-party.
1.10 "Support" means the support and updated for the Software.

2. LICENSE.
2.1 Subject to the terms and conditions of this Agreement, Optillect hereby grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to Install and Use the Software supplied to Customer hereunder, as Installed on your personal computer, including your laptop, desktop or on computers within Customer's organization.
2.2 Optillect grant you the right to Use the Software for a period of 15 days ("Evaluation Period") from when it is installed by you or on behalf of you. During the Evaluation Period you can decide whether or not the Software meets your requirements. The Evaluation Period may be extended by written agreement with Optillect.
2.3 Before or upon expiry of the Evaluation Period:
2.3.1 If, in your sole opinion, the Software has met your requirements, and you wish to continue the License, you shall (a) pay Optillect (or any authorized third-party) a fee(s) or (b) request a charge-free License (only if you qualify special requirements established by Optillect) and this License agreement shall then remain in full force and effect.
2.3.2 If you decide that the Licensed Software does not meet your requirements, or otherwise do not wish to enter into a paid up of free License, the Agreement is terminated and you are obliged follow the rules described in section 6.
2.4 During the Evaluation Period, you hereby agree that the Software is provided "AS IS" with no representation, guarantee or warranty of any kind as to its functionality, quality, performance, suitability or fitness for purpose. All other terms, conditions, representations and warranties expressed or implied whether by statute or otherwise are hereby expressly excluded.

3. RESTRICTIONS.
This agreement only gives you some rights to Use the Software. Optillect reserves all other rights. Unless applicable law gives you more rights despite this limitation, you may Use the Software only as expressly permitted in this agreement. In doing so, you must comply with any technical limitations in the Software that only allow you to Use it in certain ways.
Customer shall not and shall not allow any third party to:
3.1 Use the Software except as expressly permitted under Section 2.
3.2 Work around any technical limitations in the software.
3.3 Reverse engineer, decompile, disassemble or otherwise attempt to derive the source code for the Software, (a) except and only to the extent that applicable law expressly permits, despite this limitation, or (b) solely to the extent required debugging changes to any third party LGPL-libraries linked to by the Software.
3.4 Separate the component programs of the Software for use on different computers.
3.5 Adapt, alter, publicly display, publicly perform, translate, embed into any other product or otherwise create derivative works of, or otherwise modify the Software.
3.5 Sublicense, lease, rent, loan, transfer, or distribute the Software and/or the Key File to any third party.
3.6 Remove, alter or obscure any proprietary notices on the Software, or the applicable documentation therefore.
3.7 Allow third parties to access or Use the Software, including without limitation any use in any application service provider environment, service bureau, or time-sharing arrangements.
3.8 Extend or reset the Evaluation Period without written agreement with Optillect.
3.9 Allow Users to Use the Software if User count is greater than the sum of allowed simultaneous usages in all your unique non-expired Key Files (that you explicitly received from Optillect or any authorized third-party) designated for this major version of the Software.
3.10 Try to Use the Software with Key File designated (a) rather for another software products than the Software, or (b) for another major version of the Software.
3.11 Ask for support services if your Key File do not allow you to do so, or your support period (that specified in Key File) has expired.
4. PROPRIETARY RIGHTS.
Customer acknowledges and agrees that the Software, including without limitation the Software's sequence, structure, organization, source code and applicable documentation contains valuable trade secrets and other intellectual property of Optillect and its suppliers and is considered Optillect's confidential information. The Software is licensed and not sold to Customer, and no title or ownership to such Software or the intellectual property rights embodied therein passes as a result of this Agreement or any act pursuant to this Agreement. The Software and all intellectual property rights therein are the exclusive property of Optillect and its suppliers, and all rights in and to the Software not expressly granted to Customer in this Agreement are reserved. Optillect owns all copies of the Software, however made. Nothing in this Agreement will be deemed to grant, by implication, estoppel or otherwise, a license under any existing or future patents of Optillect, except to the extent necessary for Customer to Use the Software as expressly permitted under this Agreement.
5. SUPPORT SERVICES.
5.1. During the Evaluation Period the Software is provided "AS IS", therefore we may not provide Support services unless you purchase a License.
5.2 The presence of the Support services and its period are specified in the Key File(s). You can purchase the Support services included into the License for the Software or separately via Optillect web-site.
5.3 The Support is User-based, therefore the limited number of Users (specified in your Key Files(s)) are granted to access the Support services.
5.4 Optillect provides support via e-mail, its web-site and forums. Other kind of support services are not guaranteed.
5.5 You accept that, although we will use reasonable endeavors to solve problems identified by purchasers of the Support, the nature of software is such that no guarantee can be provided that any particular problem will be solved.

6. TERM AND TERMINATION.
The term of this Agreement will commence upon your download of the Software and will continue in perpetuity. This Agreement will immediately terminate upon your breach of this Agreement, unless such breach is curable and is actually and immediately cured by you after Optillect provides notice of breach to you. Upon the termination of this Agreement, you will discontinue all Use of the Software, promptly destroy or have destroyed the Software and any copies thereof, and, upon request by Optillect, certify in writing to Optillect that such destruction has taken place. These remedies are cumulative and in addition to any other remedies available to Optillect. Sections 1, 3, 4, 6, 7, 8, and 9 shall survive such termination.

7. LEGAL EFFECT.
This Agreement describes certain legal rights. You may have other rights under the laws of your country. You may also have rights with respect to the party from whom you acquired the Software. This Agreement does not change your rights under the laws of your country if the laws of your country do not permit it to do so.

8. DISCLAIMER OF WARRANTIES.
THE SOFTWARE IS PROVIDED "AS IS," AND ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, ACCURACY OR COMPLETENESS, SATISFACTORY QUALITY, AND QUIET ENJOYMENT, OR OTHER WARRANTIES OR CONDITIONS ARISING BY STATUTE, OPERATION OR LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE ARE HEREBY DISCLAIMED. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. OPTILLECT DOES NOT WARRANT THAT THE USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. THIS WARRANTY DISCLAIMER IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND OPTILLECT. OPTILLECT WOULD NOT PROVIDE THE SOFTWARE ABSENT SUCH DISCLAIMER. NO REPRESENTATIONS OR WARRANTIES ARE MADE BY ANY SUPPLIERS TO OPTILLECT UNDER OR BY VIRTUE OF THIS AGREEMENT.

9. LIMITATION OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OPTILLECT OR ITS OWNERS, EMPLOYEES, AGENTS, ASSOCIATES, AFFILIATES, OR SUPPLIERS 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 SOFTWARE, EVEN IF OPTILLECT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.