Any use of the Software (as defined below) is subject to the terms of this licence agreement ("Agreement"). Please read the full Agreement carefully.
You confirm that you accept and agree to be legally bound by all terms and conditions of this Agreement, which will take effect:
- When you download the free trial directly from our website; or
- When you download the software through our digital product delivery partner (DPD) as a result of making a purchase; or
- When you download the software from our website via the monthly subscription members area (individual consumers only).
In this Agreement, the following terms shall have the following meanings:
"Download" or "download" in connection with the Licensed Software means the downloading of the Licensed Software from our website or from that of our digital product delivery partner (DPD);
"Free Trial" means a version of our Software that is offered as a time-limited free edition;
"Intellectual Property Rights" means patents, registered designs, registered trade and service marks, registered copyright and modifications to and applications for any of the foregoing and the right to apply for protection for such registered rights anywhere in the world and inventions, discoveries, copyright, database right, unregistered trade or service marks, brand names or know-how and any similar or equivalent rights whether capable of registration or not arising, applied for or granted under the laws of any country;
"Licence" means the licence to use the Licensed Software;
"Licence Fee" means the fee payable by you under this Agreement to us excluding VAT and all other relevant taxes, as detailed by us from time to time including through our website, as part of a written quotation or renewal;
"Licence Term" means the period of time for which the Licence is in operation. This is 1 year from payment of the Licence Fee for annual purchases and 1 month where you have opted to use the Monthly Subscription option;
"Licensed Software" means the SQL CoPilot Software, as licensed to you under the terms of this Agreement;
"Support Term" means the term for which we agreed to provide support and is the same as the period covered by the Licence;
FREE TRIAL LICENCE
We grant you the right to use the Free Trial for a period of 14 days from when it is initially installed by you. During the Free Trial Period you can decide whether or not the Licensed Software meets your requirements.
- During the Free Trial Period, you hereby agree that the Licensed Software is provided "AS IS" with no representation, guarantee or warranty of any kind as to its functionality, quality, performance, suitability or fitness for purpose. All other terms, conditions, representations and warranties expressed or implied whether by statute or otherwise are hereby expressly excluded.
- We shall not be liable for any claim, damages or other liability arising from or in connection with your use of the Licensed Software during the Free Trial Period.
- Before or upon expiry of the Free Trial Period, if, in your sole opinion, the Free Trial has met your requirements, and you wish to continue to use the Licensed Software beyond the end of the Free Trial Period, you can decide whether to obtain a licence to the Full licensed version. Once the appropriate licence has been obtained, this Agreement shall continue in force.
OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS
You acknowledge that:
- All Intellectual Property Rights in or relating to the Licensed Software are owned by or licensed to us for business use; and
- Except as expressly granted under the Licence, you have no rights in the Licensed Software.
- You hereby agree to refrain from any action which would diminish our Intellectual Property Rights in or relating to the Licensed Software or which would call them into question.
- You agree not to remove or alter any trade marks, copyright notices or similar proprietary devices, including without limitation any electronic watermarks or other identifiers, that may be incorporated in the Licensed Software or any copy of the Licensed Software.
- If you become aware of any infringement or suspected infringement of our Intellectual Property Rights in or relating to the Licensed Software by any third party, you shall notify us without delay. We and you shall consult together on an appropriate course of action but neither party shall be obliged to take any action in respect of any such infringement or suspected infringement.
In return for the mutual rights and obligations under this Agreement, and subject to (other than in relation to the Free Trial Software) the payment of the Licence Fees by you to us, we grant to you a limited, personal, non-exclusive, non-sub-licensable and non-transferable licence for the period of the Licence Term:
- To use and copy the Licensed Software for use by no more than the number of users covered by the Licence Fee;
- You have no right to use, incorporate into other products, copy, publish, display, modify, translate the Licensed Software or any modification, adaptation or copy of the Licensed Software or any part thereof. You may not decompile, reverse engineer, or disassemble the source code of the Licensed Software either in whole or in part;
- The Licence is personal to you. You may not rent, lease, sub-license, sell, assign, or pledge the Licensed Software, on a temporary or permanent basis, without our prior written consent.
- You shall not use the Licensed Software to manufacture or distribute a product that is substantially similar to or competitive with our Software.
- Licence Fees shall be invoiced by us to include VAT and/or other relevant taxes.
- Licence Fees shall be payable on installation of the Licensed Software and/or on purchase and/or renewal (as applicable), except where agreed otherwise in writing with us.
- The source code of the Licensed Software is a valuable trade secret and proprietary confidential information of ours. You agree not to provide or disclose any confidential information in the Licensed Software or derived from it to any third party.
- We agree not to provide or disclose any information of a confidential nature in any form whatsoever which is disclosed by or on behalf of you to us to any third party unless such information is required to be disclosed by law.
WARRANTY AND SUPPORT
We hereby warrant that:
- We own the Intellectual Property Rights in the Software and/or have the right to grant a licence to you;
- In creating the Licensed Software, we have not knowingly infringed the intellectual property rights of third parties; and
- The Licensed Software shall operate substantially in accordance with its description. However, you acknowledge that the Licensed Software is of such a complexity that there will be inherent defects and that therefore we can give no warranty that the Licensed Software is free from error or defect or that operation of the Licensed Software shall be uninterrupted.
Other than as provided for above, we do not offer any warranty related to the Licensed Software, either express or implied, including but not limited to implied warranties of fitness for purpose or satisfactory quality. The Licensed Software has been developed as a standard product for use by a wide variety of users and so we are unable to warrant that the Licensed Software will meet any particular user needs. You shall take full responsibility for ensuring that the Licensed Software is suitable for your intended purposes and to facilitate your checks of such suitability, we offer the Free Trial version.
You hereby agree that the Licensed Software is provided "AS IS" with no representation, guarantee or warranty of any kind as to its functionality, quality, performance, suitability or fitness for purpose. All other terms, conditions, representations and warranties expressed or implied whether by statute or otherwise are hereby expressly excluded.
In relation to and without prejudice to the generality of the clause above, we provide support to users via our web site and email. You accept that, although we will use reasonable endeavours to solve problems identified, the nature of software is such that no guarantee can be provided that any particular problem will be solved. You accept that, where a particular problem requires an update to the Licensed Software, the scheduling of any new releases and the functionality those releases contain shall be under our sole control.
LIMITATION AND EXCLUSION OF LIABILITY
We shall not be liable to you for any of the following types of loss or damage arising under or in relation to this Agreement (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise):
- any loss of profits, business, contracts, anticipated savings, goodwill, or revenue; or
- any loss, or corruption, of software or data; or
- any loss of use of hardware, software or data; or
- any indirect, special or consequential loss or damage whatsoever
even if we have been advised in advance of the possibility of such loss or damage.
Subject to these clauses, our aggregate liability under this Agreement (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) shall be limited in all cases to the price paid for the Licensed Software.
You acknowledge that these are reasonable and reflected in the price which would be considerably higher without those provisions, and you will accept such risk.
THIRD PARTY CLAIMS
If a third party claims that the Licensed Software, as a result of your use of the Licensed Software, causes loss or damage whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise, then, without prejudice to our overall liability to such third party, you shall indemnify us from any such loss or damage.
GOVERNING LAW AND SETTLEMENT OF DISPUTES
This Agreement (and any dispute or claim relating to it, or its formation, existence, construction, performance, validity or termination) will be governed by and construed in accordance with the laws of England.
The courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
REVISIONS TO TERMS
We reserve the right to revise the terms of this Agreement by updating this Agreement on our website, or by notifying you by email. You are advised to check the website periodically for notices concerning such revisions. Your continued use of the Licensed Software shall be deemed to constitute acceptance of any revised terms.
The Licence is personal to you. You may not assign the benefit or delegate the burden of this Agreement or hold this Agreement on trust for any other person or company.
- This clause applies to Consumers only.
- You shall have the right to cancel this Agreement 14 days from the date you agree to be obliged to pay for the Licensed Software.
- Should you wish to cancel this Agreement under clause 22.2, you must notify us of your decision to cancel by sending us an email clearly confirming your decision.
- If you have any complaints about this Agreement, including complaints about the Licensed Software, please raise these with us using the contact form on the "Contact" page of our website, or via email using the support email address you receive after purchase.