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SQLScout End User License Agreement

This is a legal agreement. It applies only to the release of SQLScout version 1.0 or newer.

PLEASE READ CAREFULLY. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS, YOU SHOULD NOT DOWNLOAD, INSTALL, COPY OR SAVE SQLSCOUT 1.0 OR NEWER, ON YOUR COMPUTER, OR OTHERWISE USING SUCH SOFTWARE.

1. Preamble

This Agreement governs the relationship between Licensee, a Business Entity, (hereinafter: Licensee) and IDEScout, Inc, a duly registered company in whose principal place of business is 274 Redwood Shores Parkway, Redwood Shores, Suite 212 (hereinafter: Licensor). This Agreement sets the terms, rights, restrictions and obligations on using SQLScout 1.0 or newer (hereinafter: Software) created and owned by Licensor, as detailed herein.

2. Ownership

  1. Software is the property of Licensor or its suppliers. Software is licensed, not sold. Title and copyrights to Software, in whole and in part and all copies thereof, and all modifications, enhancements, derivatives and other alterations of Software regardless of who made any modifications, if any, are, and will remain, the sole and exclusive property of Licensor and its suppliers.
  2. Software is protected by United States Copyright Law and International Treaty provisions. Further, the structure, organization, and code embodied in Software are the valuable and confidential trade secrets of Licensor and its suppliers and are protected by intellectual property laws and treaties. Licensee agrees to abide by the copyright law and all other applicable laws of the United States including, but not limited to, export control laws.
  3. Software is NOT public domain or freeware. Software and its accompanying files or documents are owned and copyrighted by Licensor.

3. Usage

  1. Software is considered in use on a computer when it is loaded into temporary memory or installed into permanent memory.
  2. Software must be installed and used on ONE COMPUTER by only ONE USER at a time. The license can not be transferred to other computers or users after the initial install on one computer. The user must be an employee, contractor or any other temporary worker authorized by the Licensee.
  3. Licensee should not reverse engineer, disassemble, decompile or alter Software in any way except to the extent that the foregoing restriction is expressly prohibited by applicable law.

4. Distribution

Licensee may not reproduce or distribute copies of Software distribution files (SQLScout.zip) or any of their constituent or associated files or materials to any third parties.

5. License Grant

Licensor hereby grants Licensee a Personal, Non-assignable & non-transferable, Without the rights to create derivative works, Non-exclusive license, all with accordance with the terms set forth and other legal restrictions set forth while running Software.

  1. Limited: Licensee may use Software for the purpose of running Software on Licensee’s Website[s] and Server[s].
  2. Non Assignable & Non-Transferable: Licensee may not assign or transfer his rights and duties under this license.
  3. This license is granted perpetually, as long as Licensee do not materially breach it.

6. Term & Termination

The Term of this license shall be until terminated. Licensor may terminate this Agreement, including Licensee’s license in the case where Licensee:

  1. became insolvent or otherwise entered into any liquidation process; or
  2. exported The Software to any jurisdiction where licensor may not enforce his rights under this agreements in; or
  3. Licensee was in breach of any of this license’s terms and conditions and such breach was not cured, immediately upon notification; or
  4. Licensee in breach of any of the terms of clause 2 to this license; or
  5. Licensee otherwise entered into any arrangement which caused Licensor to be unable to enforce his rights under this License.

7. License Fees and Payment

In consideration of the License granted under clause 2, Licensee shall pay Licensor a fee, via Credit-Card or any other mean which Licensor may deem adequate. Failure to perform payment shall construe as material breach of this Agreement. Licensor may charge Licensee interest for any payment that is more than thirty (30) days past due at the rate of two percent (2%) per month, or the highest amount allowed by law, whichever is higher.

8. License Delivery

After an order has been successfully processed and your information satisfactorily verified, a License Key will be delivered to the email address specified in the order.

9. Upgrades, Updates and Fixes

Licensor may provide Licensee, from time to time, with Upgrades, Updates or Fixes, according to his sole discretion.
Licensee hereby warrants to keep The Software up-to-date and install all relevant updates and fixes, and may, at his sole discretion, purchase upgrades, according to the rates set by Licensor. Licensor shall provide any update or Fix free of charge; however, nothing in this Agreement shall require Licensor to provide Updates or Fixes.

10. Support

Software is provided under an AS-IS basis and without any support, updates or maintenance. Nothing in this Agreement shall require Licensor to provide Licensee with support or fixes to any bug, failure, mis-performance or other defect in The Software.

11. Liability

To the extent permitted under Law, The Software is provided under an AS-IS basis. Licensor shall never, and without any limit, be liable for any damage, cost, expense or any other payment incurred by Licensee as a result of Software’s actions, failure, bugs and/or any other interaction between The Software  and Licensee’s end-equipment, computers, other software or any 3rd party, end-equipment, computer or services.  Moreover, Licensor shall never be liable for any defect in source code written by Licensee when relying on The Software or using The Software’s source code.

12. Warranty

  1. No-Warranty: The Software is provided without any warranty; Licensor hereby disclaims any warranty that The Software shall be error free, without defects or code which may cause damage to Licensee’s computers or to Licensee, and that Software shall be functional. Licensee shall be solely liable to any damage, defect or loss incurred as a result of operating software and undertake the risks contained in running The Software on License’s Server[s] and Website[s].
  2. Prior Inspection: Licensee hereby states that he inspected The Software thoroughly and found it satisfactory and adequate to his needs, that it does not interfere with his regular operation and that it does meet the standards and scope of his computer systems and architecture. Licensee found that The Software interacts with his development, website and server environment and that it does not infringe any of End User License Agreement of any software Licensee may use in performing his services. Licensee hereby waives any claims regarding The Software’s incompatibility, performance, results and features, and warrants that he inspected the The Software.

13. Severability

If any provision of this Agreement is held to be unlawful or unenforceable, or otherwise invalid, this Agreement will remain in effect with the invalid provisions omitted, unless omission would frustrate the intent of the parties, in which case this Agreement will immediately terminate.

14. Refunds

Licensee warrants that he inspected The Software according to clause 12 and that it is adequate to his needs. Accordingly, if the License has been activated and used, as The Software is intangible goods, Licensee shall not be, ever, entitled to any refund, rebate, compensation or restitution for any reason whatsoever, even if The Software contains material flaws.
Refunds for unactivated and unused License will result on a service charge fee of $25 per License, if Licensee refrains from condemning Licensor and Software.

15. Indemnification

Licensee hereby warrants to hold Licensor harmless and indemnify Licensor for any lawsuit brought against it in regards to Licensee’s use of The Software in means that violate, breach or otherwise circumvent this license, Licensor’s intellectual property rights or Licensor’s title in The Software. Licensor shall promptly notify Licensee in case of such legal action and request Licensee’s consent prior to any settlement in relation to such lawsuit or claim.

16. Governing Law, Jurisdiction

Licensee hereby agrees not to initiate class-action lawsuits against Licensor in relation to this license and to compensate Licensor for any legal fees, cost or attorney fees should any claim brought by Licensee against Licensor be denied in full.

17. General

  1. Licensor reserves the right to refuse Service to anyone. We may stop providing Services to you, or add or create new limits to our Software and Services at any time.
  2. Licensor reserves the right at any time to cease the support of Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of Software.
  3. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach. The provisions of this Agreement which require or contemplate performance after the expiration or termination of this Agreement will be enforceable notwithstanding said expiration or termination.
  4. Titles are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement. If any provision of this Agreement is held invalid, the remainder of this Agreement will continue in full force and effect. Either Licensor or Licensee may assign this Agreement in the case of a merger or sale of substantially all of its respective assets to another entity. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and assigns.

18. Changes to this Agreement

We may update or modify this Agreement from time to time, including any referenced policies and other documents. You should look at the terms regularly. If We modify this Agreement, the modified version of the Agreement will be effective from the date the License was activated.

19. Complete Agreement

This Agreement is the entire agreement between Licensee and License. relating to its subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, conditions, representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the parties relating to its subject matter during the term of this Agreement. No modification to this Agreement will be binding, unless in writing and signed by an authorized representative of each party.
Any action related to this Agreement will be governed by the laws of the State of California, USA.