SQL Farm Combine 3.0

EULA - End User License Agreement

Read this document carefully before proceeding. If you are using the software for trial and/or evaluation purposes, then by clicking the ACCEPTS button below you agree to bind yourself to the TRIAL EVALUATION SOFTWARE LICENSE TERMS AND CONDITIONS hereunder.

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TRIAL EVALUATION SOFTWARE LICENSE TERMS AND CONDITIONS
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PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY. BY DOWNLOADING, INSTALLING OR USING THE SOFTWARE YOU INDICATE ACCEPTANCE OF AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE. THIS AGREEMENT DOES NOT SUPERCEDE ANY OTHER WRITTEN AGREEMENT BETWEEN YOU AND SQL FARMS SOLUTIONS.

This agreement (the “Agreement”) is made between SQL Farms Solutions, Inc., (“SQL Farms”) and you, the customer (“Licensee”). The terms and conditions of this Agreement are intended by the parties as a final expression of their agreement with respect to the subject matter hereof and may not be contradicted by evidence of any prior or contemporaneous agreement unless such agreement is signed by both parties. In the absence of such an agreement, this Agreement shall constitute the complete and exclusive statement of the terms and conditions and no extrinsic evidence whatsoever may be introduced in any judicial proceeding which may involve the Agreement. This Agreement may not be modified except by a writing executed by both parties hereto.

1.1 Software. For the purpose of this Agreement, the licensed computer software program(s) downloaded and/or installed and the supporting documentation for such will be referred to as the “Software.”

1.2 License. Subject to the terms and conditions of this Agreement, the Software is licensed, not sold to Licensee by SQL Farms for an evaluation period of seven (21) days from the download date ("Evaluation Period").

(a) Licensee may use the Software for its own internal evaluation and for no other purpose.
(b) Licensee’s opportunity for a free evaluation of the Software is limited to one Evaluation Period per release of the Software.
(c) There is no fee for Licensee’s use of the Software in accordance with this Agreement during the Evaluation Period, however, Licensee is responsible for any applicable shipping charges or taxes which may be incurred under this Agreement, and any fees which may be associated with usage beyond the scope permitted herein.
(d) Licensee acknowledges that it is downloading the Software with the intent to purchase a perpetual license to use the Software upon completion of a successful evaluation of such. A SQL Farms sales representative may contact Licensee after the download to discuss Licensee’s purchase of a perpetual license.

1.3 “AS-IS” Warranty. SQLFarms warrants that it or its licensors retain(s) all intellectual property rights in the Software and any accompanying written materials provided by SQLFarms, including but not limited to copyright, and that it has the legal right to grant Licensee the License granted under this Agreement. LICENSEE AND SQLFarms AGREE THAT THE SOFTWARE IS PROVIDED “AS IS” AND UNSUPPORTED, AND THAT SQLFarms MAKES NO WARRANTY AS TO THE SOFTWARE, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

1.4 Restrictions. SQL Farms reserves any rights not expressly granted to Licensee and retains title and full ownership rights under the copyright laws of the United States or any other jurisdiction or under any federal, state, or foreign laws. SQL Farms is not obligated to provide and Licensee acquires no right of any kind with respect to any source code for the Software. Licensee agrees that it has no right whatsoever to modify the Software or any portion thereof in any manner. Licensee shall not, nor permit any third party to reverse engineer, decompile, disassemble or otherwise reduce the Software to any other humanly perceivable form, and may not modify, adapt, rent, lease, loan or create derivative works based upon the Software or any part thereof.

1.5 Export Law Assurances. Licensee shall not export or re-export, or allow the export or re-export of the Software or any copy, portion or direct product of the foregoing, in violation of any export laws, restrictions, national security controls or regulations of the United States or other applicable foreign agency or authority.

1.6 Limitation of Remedies and Damages. IN NO EVENT WILL SQL FARMS, ITS SUBSIDIARIES OR ANY OF THE LICENSORS, DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS OR AFFILIATES OF ANY OF THE FOREGOING BE LIABLE TO LICENSEE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA, AND THE LIKE), WHETHER FORESEEABLE OR UNFORESEEABLE, OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES, REGARDLESS OF THE BASIS OF THE CLAIM AND EVEN IF SQL FARMS OR A SQL FARMS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SQL FARMS’ CUMULATIVE LIABILITY FOR DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED TO NO GREATER THAN THE AMOUNT OF MONEY PAID TO SQL FARMS FOR THE SOFTWARE THAT CAUSED THE DAMAGES. NO ACTION MAY BE BROUGHT AGAINST SQL FARMS LATER THAN ONE YEAR FROM THE TERMINATION OF THIS AGREEMENT.

1.7 Nondisclosure. “Confidential Information” shall be defined to include Software, source code, object code, documentation and any proprietary tools, proprietary knowledge or proprietary methodologies disclosed by SQL Farms to Licensee under or relating to this Agreement. Licensee shall observe complete confidentiality with respect to the Confidential Information, and shall use its best efforts and take all reasonable steps to protect the Confidential Information from any use, reproduction, publication, disclosure, or distribution except as specifically authorized by this Agreement. Licensee shall promptly notify SQL Farms of any known unauthorized use or disclosure of the Confidential Information and will cooperate with SQL Farms in any litigation brought by SQL Farms against third parties to protect its proprietary rights.

1.8 Assignment. Licensee may not assign or transfer its rights and obligations under this Agreement without prior written approval by SQL Farms and any purported assignment or transfer without SQL Farms’ consent shall be null and void.

1.9 Injunctive Relief. Licensee hereby expressly agrees that SQL Farms, in addition to any other rights or remedies which SQL Farms may possess, shall be entitled to injunctive and other equitable relief without having to post bond or other security to prevent a material breach or continuing material breach of this Agreement.

1.10 Software Supplied to the Government. The Software is a “commercial item,” “commercial computer software” and/or “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, disclosure or distribution of the Software by the U.S. government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted herein.

1.11 Survival. Sections 1.2, 1.3, 1.4, 1.5, 1.7, 1.9, 1.10, 1.11 and 1.12 shall survive termination of this Agreement for any reason whatsoever.

1.12 Warranties. THE LIMITED WARRANTIES AS DESCRIBED IN SECTION 2.2 AND SECTION 3.3 OF THIS AGREEMENT ARE THE ONLY WARRANTIES PROVIDED BY SQL FARMS AND ITS LICENSORS, WHO EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE SOFTWARE AND ACCOMPANYING WRITTEN MATERIALS.

1.13 Term and Termination. This Agreement is effective for the term of the license grant unless sooner terminated, either through mutual agreement by the parties or by Licensee’s material breach of the Agreement; provided, however, Licensee shall have ten (10) days from written notice to cure any such breach if curable. Upon any termination Licensee must immediately destroy the Software and all accompanying written materials and all copies thereof (including copies stored in computer memory) and shall so certify to SQL Farms in writing.

1.14 General. This Agreement will be construed under the laws of the State of Virginia, except for that body of law dealing with conflicts of law and the U.N. Convention of Contracts for the Sale of International Goods, which shall not apply. In the event there is a dispute concerning the subject matter of this Agreement, the proper venue shall be the County of Fairfax, State of Virginia, United States of America. Each party hereby waives opposition to jurisdiction in such court. Service of process can be done in accordance with the governing law of the Agreement. Performance of any obligation required by a party hereunder may be waived only by a written waiver signed by the other party, which waiver shall be effective only with respect to the specific obligation described therein. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in full force and effect.