DBMAESTRO (“DBmaestro”) IS WILLING TO LICENSE THE SOFTWARE ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS END USER LICENSE AGREEMENT (THIS “AGREEMENT”). PLEASE READ THE TERMS CAREFULLY. BY INDICATING YOUR ACCEPTANCE BY THE METHOD PRESENTED DURING THE DOWNLOAD OR INSTALLATION PROCESS (AS APPLICABLE), YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT BY YOUR ACCEPTANCE THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS, IN WHICH CASE “YOU” OR “YOUR” SHALL REFER TO YOUR ENTITY. IF YOU DO NOT AGREE WITH THESE TERMS, OR IF YOU DO NOT HAVE THE AUTHORITY TO BIND YOUR ENTITY, THEN DBmaestro IS UNWILLING TO LICENSE THE SOFTWARE, AND YOU MUST DECLINE ACCEPTANCE OF THIS AGREEMENT AND CEASE ANY DOWNLOAD OR INSTALLATION.
1. Parties. The parties to this Agreement are you, the licensee (“You”) and DBmaestro. If You are not acting on behalf of Yourself as an individual, then “You” means Your company or organization.
2. Software. The software licensed under this Agreement consists of computer programs only in compiled, object code form, data compilation(s), and documentation, currently marketed by DBmaestro under the name “DevOps platform” and/or “Database source control” (the “Software”). The Software is composed of server software (the “Server Software”) and client software installed on individual workstations (the “Client Software”).
3. License Grants.
Subscription Edition License Grant. If you have downloaded or otherwise received a subscription edition of the Software (the “Subscription Edition”), or You have converted your Starter Edition into a Subscription Edition, You are authorized to install the Server Software on a single server and the Client Software on the number of workstations for which you have paid license fees. Subject to the foregoing license description and payment of all required license fees, DBmaestro grants You a non-exclusive, worldwide, non-transferrable, non-sublicensable license to use the Full Edition for Your internal business purposes during the term of subscription for which you have paid license fees. Unless renewed, Your license for the Subscription Edition will terminate upon the expiration of the term of subscription for which you have paid license fees. The Software may be automatically disabled at the end of such term. Unless otherwise set forth in an order, the term of the Subscription Edition license granted herein shall be for an initial term of one (1) year, which shall, subject to payment of license fees, renew automatically for renewal terms of one (1) year each, unless sixty (60) days prior to renewal this license is terminated by written notice by either party. The software may periodically report generic, sanitized usage statistics.
4. DBmaestro License
Definitions used by DBmaestro software solution:
A “user” is the person who logs into the DBmaestro solution to use it’s functionality.
A “connection” is a credential-based link established between DBmaestro and a database or a schema, that allows release automation or source control functionality.
An “environment” refers to group of one or more connections, that form a logical target for releases or source control, in a release pipeline
A “release pipeline” is a structured process defined in DBmaestro that maps the flow of deployments for database changes. Every release pipeline points to a list of target environments grouped into environment types (e.g. Development, testing, staging, production)
Connections can be defined in the following ways:
1. Explicitly defined connections: These are connections that are explicitly listed within an environment, such as one or more schemas or databases specifically identified as part of the release pipeline or source control
2. Implicitly defined connections: These are connections that are not explicitly listed but are referenced using high-level database credentials, such as a database ‘superuser’, which allows access to one or more schemas or databases.
License Count
The DBmaestro license count includes all named users using DBmaestro and All connections (whether explicitly listed or implicitly referenced) defined in all release pipelines If multiple DBmaestro servers are installed, unless otherwise stated, the total license count is cumulative for all servers.
Lab Copy Server
If a secondary server is used as a lab copy for testing purposes, no formal releases should be performed by that server.
5. Restrictions. You may not: (i) permit third parties to use the Software or use the Software as a service bureau; (ii) modify or translate the Software; (iii) reverse engineer, decompile, or disassemble the Software, except to the extent this restriction is expressly prohibited by applicable law; (iv) duplicate the Software, except a single copy for backup purposes; or (v) remove or obscure any proprietary rights notices or labels on the Software.
6. Ownership; Confidential Information. DBmaestro and its licensors own the Software and all intellectual property rights embodied therein, including copyrights, trademarks, patents, and valuable trade secrets embodied in the Software’s design and coding methodology. The Software is protected by United States copyright laws and international treaty provisions. This Agreement provides You only a limited use license, and no ownership of any intellectual property rights. You agree to maintain such confidentiality of the trade secrets embodied in the Software, and only to use such information in conjunction with Your use of the Software.
7. Support. DBmaestro software includes online, email and telephone technical support services during standard operating hours.
8. Limited Warranty. DBmaestro warrants only to You that the Software shall perform substantially in accordance with accompanying documentation under normal use for a period of thirty (30) days from the purchase date. The entire and exclusive liability and remedy for breach of this limited warranty shall be, at DBmaestro’s option, either (i) to return the fees paid for the Software, or (ii) to replace defective Software. EXCEPT FOR THE LIMITED EXPRESS WARRANTY PROVIDED ABOVE, NEITHER DBMAESTRO NOR ANY OF ITS SUPPLIERS, LICENSORS OR RESELLERS MAKES ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND DBMAESTRO AND ITS SUPPLIERS, LICENSORS AND RESELLERS SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, AND DATA ACCURACY. THERE IS NO WARRANTY OR GUARANTEE THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR VIRUS-FREE, OR THAT THE SOFTWARE WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE, QUALITY, ACCURACY, PURPOSE, OR NEED. YOU ASSUME THE ENTIRE RISK OF SELECTION, INSTALLATION, AND USE OF THE SOFTWARE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE SOFTWARE IS AUTHORIZED HEREUNDER EXCEPT SUBJECT TO THIS DISCLAIMER. IF IMPLIED WARRANTIES MAY NOT BE DISCLAIMED UNDER APPLICABLE LAW, THEN ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THE PERIOD REQUIRED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC RIGHTS, AND YOU MAY HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.
9. Limitation of Liability. INDEPENDENT OF THE FOREGOING PROVISIONS, IN NO EVENT AND UNDER NO LEGAL THEORY, INCLUDING WITHOUT LIMITATION, TORT, CONTRACT, OR STRICT PRODUCTS LIABILITY, SHALL DBMAESTRO OR ANY OF ITS SUPPLIERS, LICENSORS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOSS OF PROFIT, LOSS OF DATA, WORK STOPPAGE, COMPUTER MALFUNCTION, OR ANY OTHER KIND OF COMMERCIAL DAMAGE, EVEN IF DBMAESTRO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. IN NO EVENT SHALL DBMAESTRO’S LIABILITY FOR DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, EXCEED IN THE AGGREGATE THE AMOUNT OF THE PURCHASE PRICE PAID FOR THE SOFTWARE.
10. Termination. Either party may terminate this Agreement upon thirty (30) days’ prior written notice if the other party breaches any term of this Agreement and fails to cure such breach during the thirty (30) day notice period. Upon termination, all licenses granted in this Agreement shall immediately terminate. Within fifteen (15) days after termination of this Agreement, You shall certify in writing to DBmaestro that all copies of the Software in any form, including partial copies within modified versions, have been deleted, destroyed or returned to DBmaestro.
11. Export Controls. You agree to comply with all export laws and restrictions and regulations of the United States or foreign agencies or authorities, and not to export or re-export the Software or any direct product thereof in violation of any such restrictions, laws or regulations, or without all necessary approvals. As applicable, each party shall obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to its own export of the Software from the U.S. Neither the Software nor the underlying information or technology may be electronically transmitted or otherwise exported or re-exported (i) into Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria or any other country subject to U.S. trade sanctions covering the Software, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department’s Table of Denial Orders.
12. U.S. Government End-Users. The Software is a “commercial item,” as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users acquire the Software with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished rights are reserved under the copyright laws of the United States.
13. Law; Jurisdiction. This Agreement is governed and construed solely in accordance with the laws of the Commonwealth of Massachusetts without giving effect to its conflicts of law principles. All disputes arising out of or in connection with this Agreement will be finally settled solely and exclusively by a court of competent jurisdiction in Boston, MA, provided however that nothing in this Section shall prevent or restrict either party from seeking interim relief in any competent jurisdiction as it may deem fit, as set forth in Section 6 to this Agreement. NO ACTION MAY BE COMMENCED UNDER THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER A CAUSE OF ACTION HAS ARISEN.
14. Assignment. You may not assign this Agreement (by operation of law or otherwise) or sublicense the Software without the prior written consent of DBmaestro, provided that such consent shall not be required for assignment to a purchaser of all or substantially all of your the assets or equity securities. DBmaestro may assign this Agreement. Any prohibited assignment or sublicense shall be null and void.
15. Force Majeure. Neither party shall be liable for damages for any delay or failure (excluding payment of license fees) arising out of causes beyond their reasonable control and without their fault or negligence, including, but not limited to, acts of god, acts of civil or military authority, fires, riots, wars, embargoes, Internet disruptions, hacker attacks, or communications failures. Notwithstanding anything to the contrary contained herein, if either party is unable to perform hereunder for a period of thirty (30) consecutive days, then the other party may terminate this Agreement immediately without liability by ten (10) days written notice to the other.
16. Miscellaneous. This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement and merges all prior communications, representations, and agreements. This Agreement may be modified only by a written agreement signed by the parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The application the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. The parties agree that the Uniform Computer Information Transactions Act or any version thereof, adopted by any state, in any form (“UCITA”), shall not apply to this Agreement. The failure by a party to exercise any right hereunder shall not operate as a waiver of such party’s right to exercise such right or any other right in the future. Remedies shall be cumulative and there shall be no obligation to exercise a particular remedy. Any provisions of this Agreement that, in order to fulfill the purposes of such provisions, need to survive the termination or expiration of this Agreement, shall be deemed to survive for as long as necessary to fulfill such purposes. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document. Signatures delivered by facsimile or .pdf scan or electronically shall have the same force and effect as original signatures.