IMPORTANT -- READ CAREFULLY BEFORE USING THE SCRIPTS (as defined in Section 2.1 of this Agreement).
THIS END USER LICENSE AGREEMENT (‘EULA’) IS A LEGAL AGREEMENT BETWEEN YOU, EITHER AS AN INDIVIDUAL OR AN ENTITY (‘YOU’ as defined in Section 2.3 of this Agreement) AND SQL CONSULTING GMBH (‘US’ as defined in Section 2.2 of this Agreement) COVERING YOUR USE OF THE SCRIPTS.
You acknowledge upon downloading or using the Scripts that You have reviewed and agreed to all of the terms and conditions set forth in this EULA. If You do not agree with all of these terms and conditions, do not download or use the Scripts. If you have already downloaded the Scripts and do not agree to these terms and conditions, please delete the Scripts and immediately discontinue their use.
If You are accepting the terms on behalf of another person or legal entity, You represent and warrant that You have full legal authority to accept on behalf of and bind that person or legal entity to the terms.
Note that all of the terms and conditions set forth in this EULA also apply to the pre-release or beta version of the Scripts.
ATTENTION – DO NOT SKIP:
YOU CAN DOWNLOAD AND USE THE SCRIPTS IN ACCORDANCE WITH BELOW DESCRIBED LICENSE TYPES AS LONG AS THE COPYRIGHT, LICENSE, ABOUT US, REST OF THE HEADER INFORMATION AND THE ENTIRE SCRIPT REMAINS INTACT WITHOUT ANY ALTERATION OR MODIFICATION; FURTHERMORE USAGE OF SCRIPTS IS SUBJECTED TO ALL TERMS AND CONDITIONS SPECIFIED IN THIS EULA, ALL OTHER RIGHTS RESERVED. WITHOUT OUR WRITTEN PERMISSION, THE SCRIPTS MUST NOT BE SOLD, RE-LICENSED, TRANSFERRED OR OTHERWISE REDISTRIBUTED, NEITHER WHOLLY NOR PARTLY.
THE SCRIPTS ARE PROVIDED ON AN ‘AS IS’ BASIS WITHOUT WARRANTY OF ANY KIND EITHER EXPRESSED OR IMPLIED.
IF YOU USE THE ‘FREE COMMUNITY LICENSE’ (see Section 3.1 of this Agreement) YOU CANNOT DOWNLOAD OR DEPLOY OUR SCRIPTS FOR OTHER USERS; EACH USER MUST INDIVIDUALLY DOWNLOAD AND DEPLOY THE SCRIPTS. IF YOU WOULD LIKE TO DOWNLOAD OR DEPLOY THE SCRIPTS FOR OTHER USERS IN YOUR COMPANY OR ORGANIZATION, YOU NEED TO ACQUIRE AN ‘ENTERPRISE LICENSE’ (see Sections 3.2 of this Agreement)
YOU REQUIRE AN ‘ENTERPRISE LICENSE’ IF YOU WANT TO ENGAGE A THIRD PARTY CONSULTANT TO ANALYZE THE COLLECTED DATA OR IF YOU WANT TO USE A (THIRD PARTY) SOFTWARE, SCRIPT OR COMPUTER PROGRAM TO PROCESS THE COLLECTED DATA. THE ‘ENTERPRISE LICENSE’ ENTITLES YOU TO RECEIVE FREE EMAIL SUPPORT BY US (see Section 3.2 of this Agreement).
IF YOU ARE A CONSULTANT OR A SERVICE PROVIDER AND WISH TO USE ANY OF OUR SCRIPTS AS PART OF YOUR SERVICES TO A THIRD PARTY, YOU REQUIRE A ‘SERVICE PROVIDER LICENSE’ (see Section 3.3 of this Agreement).
IF YOU ARE A SOFTWARE DEVELOPER OR A SOLUTION PROVIDER AND WISH TO USE ANY OF OUR SCRIPTS IN YOUR PRODUCTS, WHOLLY OR PARTLY, YOU REQUIRE A ‘SOLUTION PROVIDER LICENSE’ (see Section 3.4 of this Agreement).
THE ‘FREE COMMUNITY LICENSE’ IS INCOMPATIBLE WITH ‘ENTERPRISE LICENSE’, ‘SERVICE PROVIDER LICENSE’ OR ‘SOLUTION PROVIDER LICENSE’ OR WITH ANY THIRD PARTY USAGE. PLEASE CONTACT US AT mailto:email@example.com TO ACQUIRE THE APPROPRIATE LICENSE.
2.1 ‘Scripts’ mean the object code versions of the sp_whopro script including any and all updates, upgrades, modifications and accompanying Documentation, owned and provided by Us to You according to this EULA. sp_whopro™ is a registered trademark of Ramesh Meyyappan, SQL Consulting GmbH, Munich, Germany.
2.2 ‘We’, ‘Our’, ‘Us’ means SQL Consulting GmbH, a limited company registered in Munich, Germany, company number HRB 164557 and its affiliates, directors, officers, agents, employees, and its suppliers and licensors for the Scripts.
2.3 ‘You’, ‘Your’ means either a) the person who downloads or uses the Scripts on a computer for his/her own personal use; or b) where the Scripts are downloaded or used on a computer on behalf of an employer, another person or organization; then such employer, other person or organization on whose behalf the Scripts have been downloaded or used.
2.4 ‘Documentation’ means the published user manuals and videos that We make generally available for the Scripts. It is licensed for internal, non-commercial reference purposes only.
The Scripts are generally provided ‘AS IS’ with no guarantee or warranty of any kind as to their functionality, quality, performance, suitability or fitness for a particular purpose. All other terms, conditions and warranties expressed or implied whether by law or otherwise are hereby expressly excluded. You accept that no Script is error free and You are strongly advised to back-up Your files regularly.
You shall not use the Scripts to generate or distribute a product that is in essence similar to or competitive with Our Scripts.
You agree to use Your best efforts to prevent and protect the contents of the Scripts and Documentation from unauthorized use or disclosure.
You may not reverse engineer the source code of the Scripts, either in whole or in part.
In exchange for the mutual rights and obligations under this EULA, We grant to You a limited, revocable, personal, non-commercial, non-exclusive, non-sub-licensable and non-transferable License to use the Scripts for Your internal purposes only.
The License is personal to you. You may not rent, re-distribute, lease, sub-license, sell, assign or pledge the Scripts.
Furthermore, Our scripts cannot be downloaded or deployed for other users; Each user must individually download and deploy Our scripts. If You would like to download or deploy Our scripts for other users in Your company or organization, You need to acquire an Enterprise, Service Provider or Solution Provider License (see Sections 3.2 – 3.4 of this Agreement)
The ‘Free Community License’ is incompatible with ‘Enterprise License’, ‘Service Provider License’ or ‘Solution Provider License’ or with any third party usage.
3.2 Enterprise License
You require an ‘Enterprise License’ if You want to engage a third party consultant to analyze the collected data or if You want to use a software, script or computer program from a third party or external consultant to process the data collected by use of Our scripts. The ‘Enterprise License’ entitles You to receive free email support by Us. The ‘Enterprise License’ grants simultaneous access to all computers on one physical site/ geographic location. To acquire an ‘Enterprise License’ mailto:firstname.lastname@example.org or purchase with Paypal at http://www.sqldownload.com/License
If You are a consultant or if You wish to provide services to a third party using Our Scripts, You shall contact Us for a ‘Service Provider License’ which is a paid for license. mailto:email@example.com
If You are a software developer or if You wish to provide solutions to a third party using Our Scripts, You shall contact Us for a ‘Solution Provider License’ which is a paid for license. mailto:firstname.lastname@example.org
We reserve all rights not expressly granted to You in this EULA. The Scripts are protected by intellectual property laws. We either own or have the right to the title, copyright, and other intellectual property rights in the Scripts. The Scripts are licensed, not sold. This EULA does not grant You any rights to Our trademarks or service marks. You may not remove, hide or alter any proprietary notices or labels on the Scripts or Documentation.
You may not reverse engineer the source code of any Scripts, either in whole or in part or create derivative works based on the Scripts or Documentation. Furthermore, You may not use, incorporate into other products, copy (except for back-up or archival purposes), modify or translate the Scripts or any alteration, variation or copy of the Scripts or any part thereof.
You may not lease or lend out the Scripts.
You agree that You shall only use the Scripts and Documentation in a manner that complies with all applicable laws in the jurisdiction(s) in which You use the Scripts and Documentation.
Unless as provided herein, all rights, title, and interest in and to the Scripts, Documentation, and corresponding intellectual property (including any text incorporated into the Scripts, the accompanying printed materials and any copies of the Scripts) shall remain exclusively Our property. This EULA does not grant You any rights, intellectual property and in particular any rights to Our copyrights, trademarks, service marks or trade secrets. The Scripts and Documentation are protected by the copyright and intellectual property laws of Germany and international copyright and intellectual property laws and treaties. All representations to the names ‘SQL Consulting GmbH’, ‘SQLDownload’ must remain as initially distributed, regardless of the presence or absence of a trademark, copyright or other intellectual property symbol or notice precondition. We shall own all rights in any copy, translation, alteration, adaptation or derivation of the Scripts and/ or Documentation, including any improvement or development thereof. You shall procure, at Our or Our authorized representative's request, the execution of any tool that may be suitable to assign these rights to Us.
Note that third party trademarks, product names or logos may be the trademarks of their respective owners.
We agree that the data and information produced by the Scripts from Your proprietary data and information shall be Your sole property.
You agree that Your feedback regarding the use of Our Scripts can be used for promotional purposes by Us.
This EULA also applies to any and all updates, supplements, add-on components, internet-based services components and accompanying Documentation of the Scripts We may make available to You after You receive Your initial copy of the Scripts, unless such updates, supplements, add-on components, internet-based services components and accompanying Documentation are accompanied by separate terms.
You agree that We may audit Your Scripts usage to verify that You have a valid license.
Where we reasonably infer that additional License Fees are due from You under this EULA, We shall inform you in writing. You shall pay such additional License Fees within thirty days. Nonpayment of such fees shall give Us the right to terminate Your License with immediate effect.
Where We reasonably infer that You are otherwise in breach of this EULA, We shall inform You in writing of such breach and either provide details of any rectification required by You or terminate Your License.
You may terminate this EULA, without right to refund, by notifying Us of such termination at any time by deleting the Scripts and immediately discontinuing their use.
Without prejudice to any other rights, We may terminate this EULA if We reasonably suspect that You fail to comply with the terms and conditions of this EULA.
Upon termination of this EULA for any reason, all rights granted to You hereunder will cease, and You will promptly delete the Scripts and any related updates from Your Computer, storage media and other files, destroy the Scripts and all copies thereof and notify us about Your observance with these termination obligations in writing.
The termination of this EULA shall not affect the rights, duties and liabilities of either party accrued prior to termination. Following termination, no obligations or liabilities shall remain with Us.
The Scripts, including accompanying Documentation, are designed as general-purpose Scripts and provided ‘AS IS’, with all faults and with no guarantee or warranty of any kind as to their functionality, quality, performance, uninterrupted operation, suitability or fitness for a particular purpose. All other terms, conditions and warranties expressed or implied whether by law or otherwise, including prior oral or written statements by Us, are hereby expressly overridden and disclaimed.
You will indemnify and keep indemnified and hold Us harmless from and against all costs (including the costs of enforcement and reasonable legal costs), expenses, liabilities, injuries, direct, indirect or consequential loss, pure economic loss, loss of profits, loss of business, loss of employment, or depletion of goodwill and like, loss arising out of the use, reproduction or distribution of the Scripts.
No Third Party Rights. We and You do not intend that any of the License terms shall be enforceable by any person or company not a party to it. All Third Party Rights shall hereby be expressly excluded.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SCRIPTS, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE SCRIPTS OR OTHERWISE ARISING OUT OF THE USE OF THE SCRIPTS, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF US, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
This EULA is governed by the laws of Germany and, in respect of any dispute which may arise hereunder, You consent to the jurisdiction of the courts sitting in Munich, Germany.
Furthermore, You agree that You shall only use the Scripts and Documentation in a manner that complies with all applicable laws in the jurisdictions in which You use the Scripts, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights and applicable export laws and regulations.
This EULA is the entire agreement between You and Us relating to the Scripts and it replaces all prior or contemporaneous oral or written communications, proposals and representations with respect to the Scripts or any other subject matter covered by this EULA. If any provision of this EULA is held to be null and void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.
You shall not assign, delegate or otherwise transfer this EULA or any of its rights or obligations hereunder without Our prior, written approval. All notices or approvals required or permitted under this EULA must be given in writing. Any waiver or modification of this EULA will not be effective unless given in writing and signed by Us. This EULA will also bind Your successors-in-interest.
We reserve the right to revise the terms of the EULA by updating the EULA on Our website, or by notifying You. You are advised to check the website http://www.sqldownload.com/EULA periodically for notices concerning such revisions. Your continued use of the Scripts shall be interpreted as Your acceptance of any revised terms.
Under no circumstances may the terms of this EULA, any purchase schedule or any purchase order be amended, modified, supplemented, altered, superseded or replaced by any invoice or purchase order delivered by You to Us. Both party acknowledge and agree that, as a convenience to You and only for Your internal accounting procedures, You may deliver to Us a customer invoice or customer purchase order for any transaction considered hereunder and that none of Our actions, including Our delivery of the Software or acceptance of payment, shall be interpreted to be acceptance of any of the terms or conditions contained in Your invoice or Your purchase order. Such terms and conditions shall be void and of no force or effect, unless accepted by Us in a separate, written document signed by both parties.
Payments shall not be reduced on account of any Taxes unless required by applicable law. You shall indemnify Us against all losses suffered by Us arising out of Your failure to duly and timely pay any tax to the tax authorities within the relevant period.
We are not responsible for the contents of any third-party sites or services, any links contained in third-party sites or services, or any changes or updates to third-party sites or services. We may be providing these links and access to third-party sites and services to You only as a convenience.
Latest EULA Update: January 27th, 2014