DbVisualizer - End-User License Agreement

# End-User License Agreement |
DbVisualizer 12.1 |

# End User License Agreement

Version: 2020-09-14

IMPORTANT - READ CAREFULLY: This End-User License Agreement ("EULA") is a legal agreement between Licensee (either an individual or a single entity) and DbVis Software ("Licensor"), which covers your use of DbVisualizer and related software components ("Software").

By clicking on the "I Agree" (or similar) button that is presented to Licensee at the time of Licensee’s purchase, or by downloading, installing, copying, saving on Licensee’s device, or otherwise using Licensors Software, support or products Licensee becomes a party to this EULA and Licensee consents to be bound by all the terms and conditions set forth below.

NOTE: in case the terms of this EULA are in conflict with the terms of any agreement individually negotiated and agreed between Licensor and Licensee, the terms of the latter shall prevail.

If you do not accept the terms of this EULA, you do not have a license to, and are prohibited from using, the Software, in which case you are not permitted to download, install, copy or otherwise use the Software (or any portion thereof). If you have already downloaded or installed the Software, you must immediately remove and delete the Software from your system and destroy all copies.

## 1. Definitions

"Licensor" means DbVis Software AB.

"Licensee" means an individual or a legal entity exercising rights under, and complying with all of the terms and conditions of this EULA or a future version of this EULA.

"License Certificate" means evidence of a license provided by Licensor to Licensee in electronic or printed form, and defines the optional rights related to the Software.

"License Key" means a unique key-code file, provided by Licensor or its authorized representatives, that enables the Licensee to use the Software.

"Software" means software program known as DbVisualizer in binary form, including its documentation, any third party software programs that are owned and licensed by parties other than Licensor and that either integrated with or made part of Software (collectively, "Third Party Software").

"Unlimited Costs" means costs arising from or in connection with (i) Licensor's indemnification obligations in Section 7, (ii) Licensor's gross negligence, fraud or willful misconduct; or (iii) bodily injury or death arising from Licensor's willful misconduct.

## 2. Ownership

The Software is the sole and exclusive property of Licensor and/or its third party suppliers (if applicable). The Software is licensed, not sold, and Licensee does not acquire any ownership of the Software. Title and interest in the Software (including copyrights, trademarks and other intellectual property rights therein) are and will remain the sole and exclusive property of Licensor and/or its third party suppliers (if applicable). The foregoing applies to any modifications, enhancement, alterations or subsequent versions of the Software.

## 3. Grant of License

For DbVisualizer Pro:

Subject to the License Certificate Licensor grants Licensee a non-exclusive, non-transferable license to use the Software, and subsequent versions thereof, subject to the terms and conditions of this EULA.

Licensee may:

- use each License Key on more than one computer system, as long as it is always used by the same user. Each additional user of the Software requires an additional License Key. Notwithstanding the foregoing, users may transfer a license to another user in the same organization if the designated licensee (user) moves to non-database tasks or leaves the organization; and
- make copies of the Software and the License Key as reasonably necessary for the use authorized by this EULA, including as needed for backup and/or archival purposes. No other copies may be made. Each copy must reproduce all copyright and other proprietary rights notices on or in the Software.

To receive new future versions of the Software and to access support, Licensee must have a valid license, as specified in the license key. At the end of the license term, licensee have the right to renew the license for an additional term to again access new versions and support. If Licensee for any reason fails to renew the license, Licensee retains a non-exclusive, non-transferable license to continue to use the Software at the version they were at when the full License expired.

For DbVisualizer Free:

Licensor grants Licensee a non-exclusive, non-transferable license to use the Software subject to the terms and conditions of this EULA.

Licensee may:

- use the Software for commercial and non commercial use,
- make copies of the Software as reasonably necessary for the use authorized by this EULA, including as needed for backup and/or archival purposes. No other copies may be made. Each copy must reproduce all copyright and other proprietary rights notices on or in the Software.

## 4. Evaluation License

A time limited version of the DbVisualizer Pro edition of the Software, Evaluation License, is provided for a period of twenty one (21) days ("Evaluation Period") from the date of issuing a temporary evaluation License Key. The time limited version is subject to all terms set forth in this EULA with the exception that the Evaluation License is not for general commercial use.

The Software contains a feature that will automatically disable the DbVisualizer Pro edition of the Software after the Evaluation Period has expired. Licensee may not disable, destroy, or remove this feature of the Software, and any attempt to do so will be in violation of this EULA and immediately terminate the Evaluation License and this EULA.

## 5. License Restrictions

Licensee may not:

- use the Software in a way that circumvents any contractual usage limits or other limitations relating to the use of the Software set forth in this EULA,
- reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the Software in whole or in part,
- distribute, copy, publish, assign, sublicense, sell, bargain, convey, transfer, pledge, lease or grant any further rights to use the Software,
- modify or create derivative work-based Software in whole or in part,
- tamper with, alter, disable or circumvent the Software's built-in license verification and enforcement capabilities,
- remove of alter any trademark, copyright, logo or other proprietary notices in the Software, or
- use the Software in breach of applicable laws, including any international, federal, state, or local statute, law, ordinance, rule, administrative interpretation, regulation, or other requirement of any international, federal, state, or local court, administrative agency, or commission or other governmental or regulatory authority or instrumentality, this EULA, and other instructions and terms stated in the Software or otherwise notified by Licensor.
- disclose the License Key in any way.

Any breach of the restrictions herein will be in violation of this EULA and grant Licensor the right to immediately terminate the applicable Software license(s) and/or this EULA

## 6. Disclaimer of Warranty

Licensee acknowledges that the Software is provided "as is" and except as expressly stated in this EULA, Licensor makes no warranties or representations. Thus, unless specified in this EULA, all express or implied conditions, representations and warranties, including any implied warranty of merchantability, fitness for a particular purpose are disclaimed. In the event that these disclaimers are held to be legally invalid, the scope and duration of such warranty will be the minimum permitted under such applicable law.

## 7. Indemnification

Licensor will defend Licensee (which for the purposes of this Section shall include its Affiliates) against claims brought against Licensee by any third party alleging that Licensee's use of the Software, in accordance with the terms and conditions of this EULA, constitutes a direct infringement of such third party’s Intellectual Property Rights, and Licensor will pay damages finally awarded against Licensee with respect to such claims. This obligation of Licensor shall not apply if the alleged infringement results from (i) use of the Software in conjunction with any other software not approved by Licensor; (ii) failure to promptly use an update provided by Licensor if such infringement could have been avoided by use of the update; or (iii) any use not permitted by this EULA. This obligation of Licensor also shall not apply if Licensee fails to timely notify Licensor in writing of any such claim by a third party to the extent Licensor is prejudiced by Licensee’s failure to timely notify Licensor. Licensor is permitted to control fully the defense and any settlement of any such claim as long as such settlement shall not include a financial obligation on or admission of liability by Licensee. In the event Licensee declines Licensor's offered defense, or otherwise fails to give full control of the defense to Licensor or Licensor's designated counsel, then Licensee waives Licensor’s obligations under this Section. Licensee shall reasonably cooperate in the defense of such claim and may appear, at its own expense, through counsel reasonably acceptable to Licensor. Licensor expressly reserves the right to cease such defense of any claim(s) in the event the Software is no longer alleged to infringe or misappropriate, or is held not to infringe or misappropriate, the third party’s rights. Licensor may settle or mitigate damages from any claim or potential claim by substituting alternative but substantially equivalent non-infringing programs and supporting documentation for the Software. Licensee shall not undertake any action in response to any infringement, or alleged infringement, of the Software that is prejudicial to Licensor’s rights.

## 8. Limitation of Liability

Except for the Unlimited Costs, to the extent permitted under applicable law, Licensor shall (A) not be liable for any (i) loss of profits, business or data, (ii) interruption of any business, or (iii) special, indirect, consequential, exemplary or punitive costs of any kind, even if the parties have knowledge of the possibility of such costs and whether or not such costs are foreseeable, and (B) in no event be liable for any amount towards Licensee exceeding the fees paid by Licensee for the Software during the twelve (12) months preceding the claim. Statutory damages awarded under any law will be deemed to be direct and compensatory, and not punitive or exemplary damages.

## 9. Ownership of Data and Access to Licensee's Systems

Licensee owns all data handled by the Software. For the sake of clarity, Licensor has no way to access Licensee's data that is handled by the Software, nor does Licensor have access to the systems or platforms running the Software, any application development made with the support of the Software or Licensee's premises. The Software is run and administrated by Licensee without involvement by Licensor unless explicitly requested.

## 10. Confidential Information

Licensee and Licensor agree not to share any confidential information with the other party, with the exception of customer identity, order data, order history, support matters and License Keys, which shall be handled as confidential information.

## 11. Termination

This EULA is effective until terminated in accordance with this EULA. Licensee may terminate this EULA at any time by destroying all copies of Software.

This EULA may be terminated by either party if the other party commits a material breach of the EULA or any license terms. Either party will have thirty (30) calendar days following receipt of written notice to remedy any material breach.

On termination or expiry of this EULA for any reason: (i) all rights granted to Licensee under this EULA shall cease; (ii) Licensee must immediately cease all activities authorised by this EULA, including use of the Software, and (iii) any Software in possession, custody or control of Licensee must be destroyed and written confirmation of such destruction provided to Licensor.

## 12. Governing law

This EULA will be governed by the laws of Sweden, without reference to conflict of laws principles. Any dispute, controversy or claim arising out of or in connection with this EULA, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the "SCC"). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Stockholm, Sweden and the language to be used in the arbitral proceedings shall be English.

## 13. Severability

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

## 14. Integration

This EULA, including License Certificate, is the entire agreement between Licensee and Licensor relating to its subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, 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 EULA.

Licensee may not assign this EULA or the rights and obligations hereunder to any third party without Licensor's prior written approval.

## 15. Third Party Software

The Products include code and libraries licensed to us by third parties, including open source software ("Third-Party Software"). A list of Third-Party Software included in each Product is available in the Product documentation. All Third-Party Software is provided to Customer under the respective terms stipulated in the Product documentation.

### 15.1 Non-infringement

Licensor warrants that it has the right to furnish to Licensee the Software free of liens, claims, encumbrances and other restrictions not stated in this EULA, and that the Software does not infringe the intellectual property and/or proprietary rights of any third part.

## 16. Malicious code

Licensor will use reasonable efforts to ensure that Software is free of computer viruses, worms, Trojan horses, back doors, and other malicious code. For Licensor to guarantee the authenticity of the Software, Licensee must download Software from https://www.dbvis.com or other certified download site, and sure the digital certificate is correctly prompted and confirmed at download.

## 17. Reservation of rights

All rights not expressly granted in this EULA are reserved by Licensor.

Licensor reserves the right at any time to cease the support of the Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the Software.

Copyright © 2021 DbVis Software AB. All rights reserved.