Organization License Personal License
APPDB.STUDIO END-USER LICENSE AGREEMENT FOR BUSINESSES AND ORGANIZATIONS
Version 1, effective as of January 1st, 2019
IMPORTANT! READ CAREFULLY:
THIS IS A LEGAL AGREEMENT. BY CLICKING ON THE “I AGREE” (OR SIMILAR) BUTTON THAT IS PRESENTED TO CUSTOMER AT THE TIME OF CUSTOMER’S PURCHASE, OR BY DOWNLOADING, INSTALLING, COPYING, SAVING ON CUSTOMER’S COMPUTER, OR OTHERWISE USING SQLNEXT SOFTWARE, SUPPORT OR PRODUCTS CUSTOMER BECOMES A PARTY TO THIS AGREEMENT AND CUSTOMER CONSENTS TO BE BOUND BY ALL THE TERMS AND CONDITIONS SET FORTH BELOW.
Note: In case the terms of this Agreement are in conflict with the terms of any agreement individually negotiated and agreed between SQLNEXT and Customer, the terms of the latter shall prevail.
1.1. “SQLNEXT” or “We” means SQLNEXT SOFTWARE INC, having its principal place of business at 7005 Taschereau Blvd Office #265, Brossard, Quebec, Canada, J4Z 1A7.
1.2. “Customer” or “You” means the sole proprietor or legal entity specified in the License Confirmation. For legal entities, “Customer” includes any entity which controls, is controlled by, or is under common control with Customer. For the purposes of this definition, “control” means (i) the power, directly or indirectly, to direct or manage such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares or beneficial ownership of such entity.c
2.1. “Agreement” means this AppDB.Studio End-User License Agreement.
2.2. “Product” means AppDB.Studio, a generally available SQLNEXT software product identified by SQLNEXT as an individual developer tool. For the avoidance of doubt, the Product is not produced to the specifications of Customer nor customized through modification or personalization, and is intended for mass distribution.
2.3. “Client” means a computer device used by a User for running the Product.
2.4. “Product Version” means a release, update, or upgrade of the Product that is not identified by SQLNEXT as being made for the purpose of fixing software bugs.
2.5. “Bug Fix Update” for a particular Product Version means a software update or release that is specifically identified by SQLNEXT as a bug fix for that Product Version.
2.6. “Purchase Date” means the date at which the Customer purchased the AppDB.Studio End-User License.
2.7. “Purchased Version” means the most recent Product Version that SQLNEXT made available for public purchase prior to the Purchase Date, along with any Bug Fix and Updates for that Product Version. For the purpose of clarity, Purchased Version does not include any Product upgrades that Customer may have used in the period between the Purchase Date and the date of expiration of the AppDB.Studio End-User License.
2.8. “SQLNEXT Account” or “SNA” means an account at http://appdb.studio.com created by Customer or a single User, having a unique name and password, and enabling User management and AppDB.Studio End-User License administration and/or access to the Product in accordance with a AppDB.Studio End-User License.
2.9. “AppDB.Studio Software” means the Product subject to this Agreement. For the avoidance of doubt, AppDB.Studio Software does not include any other software, services or products which do not fall within the definition of Section 2.2 and which are subject to different terms and conditions.
2.10. “License Confirmation” means an email confirming Customer’s rights to access and use the Product, including AppDB.Studio End-User License plans, and the number of authorized Users.
2.11. “AppDB.Studio End-User License” specifies the License term, Product provided to Customer, License fees and payment schedules.
2.12. “User” means any employee, independent contractor or other personnel obtaining access to the Product from Customer.
2.13. “Edition” means the commercial pricing plan chosen by the Customer at purchase and combines a Feature Set and Commercial Rights. The Feature Set include “Database” or “Application” while the Commercial Rights include “Personal” or “Enterprise”. A “Community” free plan is available with limited functionality.
3. GRANT OF RIGHTS
3.1. The Product is provided on a per-seat basis. If Customer complies with the terms of this Agreement, Customer has the rights stipulated hereunder for each AppDB.Studio End-User License that Customer acquires. Customer’s rights acquired in relation to the Product are limited to those necessary to enable Customer and its Users to effectively operate the Product. All other rights remain reserved to SQLNEXT.
3.2. Unless the AppDB.Studio End-User License has expired or this Agreement is terminated in accordance with Section 12, and subject to the terms and conditions specified herein, SQLNEXT grants Customer a non-exclusive and non-transferable right to use the Product covered by the AppDB.Studio End-User License as stipulated below:
(A) Customer may:
(i) Install and use any version of the Product covered by the AppDB.Studio End-User License on any number of Clients and on any operating system supported by the Product; and
(ii) Make one backup copy of the Product solely for archival/security backup purposes.
(B) Customer may not:
(i) Allow the same AppDB.Studio End-User License to be used concurrently by more than one (1) User;
(ii) Rent, lease, reproduce, modify, adapt, create derivative works of, distribute, sell, or transfer the Product;
(iii) Provide access to the Product, Customer’s SQLNEXT Account or the right to use the Product to a third party;
(iv) Reverse engineer, decompile, disassemble, modify, or translate, or make any attempt to discover the source code of, the Product; or
(v) Remove or obscure any proprietary or other notices contained in the Product.
3.3. Following the expiration of this Agreement, the rights stipulated in Section 3.2(A) shall continue on a perpetual, royalty-free, non-exclusive, and non-transferable basis for the continued use of a Purchased Version of the Product covered by the AppDB.Studio End-User License. The limitations set forth in Sections 3.1 and 3.2(B) of this Agreement apply to the usage of the Purchased Version, as shall Section 12.5. The rights granted in this Section 3.3 are expressly contingent upon Customer not being in breach of this Agreement, including having paid in full the applicable AppDB.Studio End-User License fees.
3.4. Customer acknowledges that no ownership right is conveyed to Customer under this Agreement, irrespective of the use of terms such as “purchase” or “sale”. SQLNEXT has and retains all rights, title and interest, including all intellectual property rights, in and to the Products and any and all related or underlying technology, and any modifications or derivative works thereof, including without limitation as they may incorporate Feedback (as defined below).
4. PURCHASING THROUGH RESELLERS
This Agreement applies whether Customer purchases a AppDB.Studio End-User License directly from SQLNEXT or through resellers. If Customer purchases through a reseller, the AppDB.Studio End-User License details shall be as stated in the License Confirmation issued by the reseller to Customer, and the reseller is responsible for the accuracy of any such License Confirmation. Resellers are not authorized to make any promises or commitments on SQLNEXT’ behalf, and Customer understands and agrees that SQLNEXT is not bound by any obligations to Customer other than as specified in this Agreement.
5. ACCESS TO PRODUCT
5.1. All deliveries under this Agreement will be electronic. The Customer and its Users must register for a SQLNEXT Account and have Internet access in order to place orders, to access or receive Products, or to renew a license. Any registration information that the Customer and its Users provide to Us via their SQLNEXT Account must be accurate, current and complete. The Customer and its Users must also update their information so that We may send notices, statements and other information to the Customer and its Users by email or through their SQLNEXT Account. The Customer and its Users are responsible for all actions taken through their accounts.
5.2. The Customer and its Users may use their SQLNEXT Account credentials in the Product so that We can verify their rights to use the Product online. The Customer and its Users acknowledge and agree that the Product will periodically connect to SQLNEXT servers to update this information including changes to SQLNEXT Account credentials, AppDB.Studio End-User License plans and payments made.
5.3. Alternatively, the Customer and its Users may use an offline license code that can be downloaded in their SQLNEXT Account and or be sent to them via email. If this option is used, it is responsibility of the Customer and its Users to download a new activation code and apply it to the Product registration screen every time changes are made to the AppDB.Studio End-User License or whenever a AppDB.Studio End-User License is renewed.
Customer shall pay its AppDB.Studio End-User License fees in accordance with SQLNEXT Terms of Purchase or the reseller’s terms of purchase, whichever are applicable. The AppDB.Studio End-User License fees shall be paid in full, and any levies, duties and/or taxes imposed by Customer’s jurisdiction (including, but not limited to, value added tax, sales tax and withholding tax), shall be borne solely by Customer. Customer may not deduct any amounts from fees payable to SQLNEXT or the reseller, unless otherwise specified in the applicable terms of purchase.
Customer has no obligation to provide Us with ideas, suggestions, or proposals (“Feedback”). However, if Customer or Users submit Feedback to us, then Customer grants us a non-exclusive, worldwide, royalty-free license that is sub-licensable and transferable, to make, use, sell, have made, offer to sell, import, reproduce, publicly display, distribute, modify, or publicly perform the Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise.
8. THIRD-PARTY SOFTWARE
8.1. The Product include code and libraries licensed to Us by third parties, including open source software (“Third-Party Software”). All Third-Party Software is provided to Customer under the respective terms stipulated by the Third-Party Software providers.
8.2. SQLNEXT PROVIDES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY THIRD-PARTY SOFTWARE AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
9. APPDB.STUDIO END-USER LICENSE FREE COMMUNITY EDITION
9.1. Subject to the terms of this Agreement, Customer is granted a right to install and use a limited-functionality version of the Product without charge, whose choice of functionalities are entirely at the discretion of SQLNEXT.
9.2. Customer may withdraw from using the Product at Customer’s sole discretion anytime.
9.3 No Product License Activation Code is required to use the Free Community Edition of the Product. Whenever a specific License Code expires the software will automatically fallback to the Free Community Edition License.
10. LIMITED WARRANTY
THE PRODUCT IS PROVIDED TO CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES. USE OF THE PRODUCT IS AT YOUR OWN RISK. SQLNEXT MAKES NO WARRANTY AS TO THEIR USE OR PERFORMANCE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SQLNEXT, AND ITS SUPPLIERS (WHICH SHALL INCLUDE THE PROVIDERS OF THE THIRD PARTY SOFTWARE) AND RESELLERS, DISCLAIM ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE PRODUCT, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THIS LIMITED WARRANTY GIVES CUSTOMER SPECIFIC LEGAL RIGHTS. CUSTOMER MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION. SQLNEXT (AND ITS AFFILIATES, AGENTS, DIRECTORS AND EMPLOYEES) DOES NOT WARRANT THAT THE PRODUCT IS ACCURATE, RELIABLE OR CORRECT; THAT THE PRODUCT WILL MEET YOUR REQUIREMENTS; THAT THE PRODUCT WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE PRODUCT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PRODUCTS ARE DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.
11. DISCLAIMER OF DAMAGES
11.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SQLNEXT (OR ITS AFFILIATES, AGENTS, DIRECTORS, OR EMPLOYEES), OR SQLNEXT’ LICENSORS, SUPPLIERS OR RESELLERS BE LIABLE TO CUSTOMER OR ANYONE ELSE FOR: (A) ANY LOSS OF USE, DATA, GOODWILL, OR PROFITS, WHETHER OR NOT FORESEEABLE; (B) ANY LOSS OR DAMAGES IN CONNECTION WITH TERMINATION OR SUSPENSION OF CUSTOMER’S ACCESS TO OUR PRODUCT IN ACCORDANCE WITH THIS AGREEMENT, OR (C) ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES WHATSOEVER (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), INCLUDING THOSE (X) RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT FORESEEABLE, (Y) BASED ON ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT OR WARRANTY, STRICT LIABILITY, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR (Z) ARISING FROM ANY OTHER CLAIM ARISING OUT OF OR IN CONNECTION WITH CUSTOMER’S USE OF OR ACCESS TO THE PRODUCT OR SUPPORT. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
11.2. OUR TOTAL LIABILITY IN ANY MATTER ARISING OUT OF OR IN RELATION TO THIS AGREEMENT IS LIMITED TO THE AGGREGATE AMOUNT PAID OR PAYABLE BY THE CUSTOMER FOR THE PRODUCT DURING THE THREE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. THIS LIMITATION WILL APPLY EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF LIABILITY EXCEEDING SUCH AMOUNT AND NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
12. TERM AND TERMINATION
12.1. The term of this Agreement will commence upon acceptance of this Agreement by Customer as set forth in the preamble above, and will continue for the Product through the end of the applicable License period specified in the respective License Confirmation.
12.2. Customer may terminate this Agreement at any time by cancelling its Product License via Customer’s SQLNEXT Account. If such termination occurs during a then-current License period, this Agreement will continue to be effective until the end of that License period. Such termination does not relieve Customer of the obligation to pay any outstanding License fees owed to SQLNEXT, and no credits or refunds will be issued to Customer for prepaid License fees (except as specified in the SQLNEXT Terms of Purchase, if applicable).
12.3. SQLNEXT may terminate this agreement if:
(A) Customer has materially breached this Agreement and fails to cure such breach within thirty (30) days of written notice thereof;
(B) Customer fails to make the timely payment of License fees in accordance with Section 6 of this Agreement;
(C) SQLNEXT is required to do so by law (for example, where the provision of the AppDB.Studio Software to Customer is, or becomes, unlawful); or
(D) SQLNEXT elects to discontinue providing the AppDB.Studio Software, in whole or in part.
12.4. SQLNEXT will make reasonable efforts to notify Customer via email as follows:
(A) Thirty (30) days prior to termination of the Agreement in the events specified in Sections 12.3(C) and 12.3(D) above, and in such events Customer will be entitled to a refund of the unused portion of prepaid License fees, if applicable;
(B) Three (3) days prior to termination of the Agreement in the event specified in Section 12.3(B), and in such event Customer will not be entitled to any refund of the unused portion of prepaid License fees.
12.5. Survival. Upon the expiration or termination of this Agreement by Customer under Section 12.2, and if Customer elects to use the Purchased Version of the Product subject to Section 3.3 of this Agreement, Sections 3.3, 7, 8, 10 and 11 of this Agreement will also survive with respect to said Purchased Version.
13. TEMPORARY SUSPENSION FOR NON-PAYMENT
13.1. SQLNEXT reserves the right to suspend Customer’s access to the Product if Customer fails to pay License fees on time in accordance with Section 6 of this Agreement.
13.2. If SQLNEXT suspends Customer’s access to SQLNEXT’ Products for non-payment according to Section 13.1., Customer must pay all past due amounts in order to restore its access to SQLNEXT’ Products.
13.3. Customer hereby agrees that SQLNEXT is entitled to charge Customer for the time period during which Customer has access to SQLNEXT Products until Customer or SQLNEXT terminates or suspends Customer’s License in accordance with this Agreement.
14. EXPORT REGULATIONS
Customer shall comply with all applicable laws and regulations with regards to economic sanctions, export controls, import regulations, and trade embargoes (all herein referred to as “Sanctions”), including those of the European Union and United States (specifically the Export Administration Regulations (EAR)). Customer declares that it is not a person targeted by Sanctions nor is it otherwise owned or controlled by or acting on behalf of any person targeted by Sanctions. Further, Customer warrants that it will not download or otherwise export or re-export the AppDB.Studio Software or any related technical data directly or indirectly to any person targeted by Sanctions or download or otherwise use the AppDB.Studio Software for any end-use prohibited or restricted by Sanctions.
Customer agrees that SQLNEXT may identify it as a customer of SQLNEXT and may refer to it by name, trade name and trademark, if applicable. SQLNEXT may also briefly describe Customer’s business in SQLNEXT marketing materials, on the SQLNEXT website and/or in public or legal documents. Customer hereby grants SQLNEXT a worldwide, non-exclusive and royalty-free license to use Customer’s name and any of Customer’s trade names and trademarks solely pursuant to this marketing section.
16.1. Entire Agreement. This Agreement, including the Third-Party Software license terms, constitutes the entire agreement between the parties concerning its subject matter and supersedes any prior agreements between Customer and SQLNEXT regarding Customer’s use of any Products in the AppDB.Studio Software. No purchase order, other ordering document or any handwritten or typewritten text which purports to modify or supplement the printed text of this Agreement or any schedule will add to or vary the terms of this Agreement unless signed by both Customer and SQLNEXT.
16.3. Changes to this Agreement. We may update or modify this Agreement from time to time, including any referenced policies and other documents. If a revision meaningfully reduces Customer’s rights, we will use reasonable efforts to notify Customer (by, for example, sending an email to the billing or technical contact provided by Customer to us, posting on our blog, through Customer’s SQLNEXT Account, or via the Product itself). If we modify this Agreement, the modified version of the Agreement will be effective from the start of the next AppDB.Studio End-User License term. In this case, if Customer objects to the updated Agreement terms, as Customer’s exclusive remedy, Customer may cancel the AppDB.Studio End-User License. Customer may be required to click through the updated Agreement to show its acceptance. For the avoidance of doubt, each License Confirmation is subject to the version of the Agreement in effect on the License Confirmation date.
16.4. Opportunity to Review. Customer hereby declares that Customer has had sufficient opportunity to review this Agreement, understand the content of all of its clauses, negotiate its terms, and seek independent professional legal advice in that respect before entering into it. Consequently, any statutory “form contract” (“adhesion contract”) regulations shall not be applicable to this Agreement.
16.5. Severability. If a particular term of this Agreement is not enforceable, the unenforceability of that term will not affect any other terms of this Agreement.
16.6. Headings. Headings and titles are for convenience only and do not affect the interpretation of this Agreement.
16.7. No Waiver. Our failure to enforce or exercise any part of this Agreement is not a waiver of that section.
16.8. Notice. SQLNEXT may deliver any notice to Customer via electronic mail to an email address provided by Customer, its SQLNEXT Account, registered mail, personal delivery or renowned express courier (such as DHL, FedEx or UPS). Any such notice will be deemed to be effective (i) on the day the notice is sent to Customer via email, (ii) upon being uploaded to Customer’s SQLNEXT Account (irrespective of when Customer actually receives it), (iii) upon personal delivery, (iv) one (1) day after deposit with an express courier, (v) or five (5) days after deposit in the mail, whichever occurs first.
16.9. Governing Law. This Agreement will be governed by the laws of the province of Quebec in Canada without reference to conflict of laws principles. Customer agrees that any litigation relating to this Agreement may only be brought in, and will be subject to the jurisdiction of, any competent court of the province of Quebec in Canada. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
For exceptions or modifications to this Agreement, please contact SQLNEXT at:
Address: 7005 Taschereau Blvd Office #265, Brossard, Quebec, Canada, J4Z 1A7