SchemafreeSQL End User License Agreement

NOTICE

Please read this document carefully before proceeding. This is a legal agreement between you (either an individual or a single legal entity) and Xornet, Inc., a New York corporation ("Xornet") and governs your use of Xornet SchemafreeSQL Software also referred to as “The Software” . By checking the "I have read and agree to the Terms and Conditions of the SchemafreeSQL End User Licensing Agreement (EULA)" check box or accessing or using the software, you are agreeing to the terms of this end user license agreement ("EULA"). If you are entering into this EULA on behalf of an entity (such as your employer), then you represent and warrant that you have the authority to bind that entity.


DEFINITIONS

“Xornet SchemafreeSQL Software” means all formats and deliverables of "The Software", all electronic documentation made available by Xornet with “The Software”, the database Schema created by the “The Software” and the SchemafreeSQL Application Programming Interface.


LICENSE

Subject to the terms and conditions of this EULA, and provided that you pay the associated Licensing fees for the use of the Xornet SchemafreeSQL Software, Xornet grants you a limited, non-exclusive, non-transferable license to use "The Software" solely as set forth below.


You may:

(a) use "The Software" that you have subscribed to for your internal business purposes, during the term of the subscription, and

(b) reproduce "The Software" documentation, provided that any such reproductions include all copyright and trademark notices.

You may not, and you agree that you will not and will not permit others to:

(a) reproduce "The Software" except as expressly permitted above with respect to the documentation,

(b) alter, adapt, modify, create derivative works of or translate "The Software" in any way for any purpose, including without limitation error correction,

(c) reverse engineer, decompile, disassemble or otherwise attempt (i) to defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection mechanisms in "The Software", including without limitation any such mechanism used to restrict or control the functionality of "The Software", or (ii) to derive the source code or the underlying ideas, algorithms, structure or organization from "The Software"(except that the foregoing prohibition does not apply to the extent that such activities may not be prohibited under applicable law),

(d) sell, resell, transfer, distribute, rent or otherwise allow access to "The Software" or any part thereof,

(e) introduce into "The Software" any viruses, works, Trojan horses, time bombs, trap doors or other harmful code,

(f) use "The Software" for any illegal purpose or in connection with any data or content that is illegal or otherwise infringes or violates the rights of any third parties, or

(g) export or re-export, directly or indirectly, "The Software" into any country prohibited by the United States Export Administration Act and the regulations thereunder.

(g) provide the "The Software" to others as a managed service .

(h) circumvent "The Software" license key functionality or remove/obscure features protected by license keys .


This license is not a sale. Title, copyrights and all other rights to "The Software" remain with Xornet.


PROPRIETARY RIGHTS

Xornet reserves all rights not expressly granted herein. Without limiting the foregoing, no rights are granted to access or use "The Software" to build a competitive product or service. Xornet retains all right, title, and interest in and to "The Software" and in all patents, copyrights, trade secrets, trademarks, and other intellectual property and proprietary rights therein and thereto, including any registrations, applications, renewals, and extensions of such rights.


SUPPORT

Xornet will use commercially reasonable efforts to provide technical support and maintenance services for "The Software" accordance with its then current practices.


TERMINATION

This license will continue for the applicable subscription period, or until otherwise terminated. Unauthorized use of the "The Software" or any failure to comply with any provision of this EULA (including failure to pay) will result in automatic termination of this EULA and will make available to Xornet other legal remedies. Upon termination of this EULA for any reason, you will erase or destroy all copies of "The Software", or part thereof, in your possession, if any. Any use of "The Software" after termination is unlawful.


DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT Xornet HAS MADE AND YOU RECEIVE NO EXPRESS WARRANTIES REGARDING THE Xornet SchemafreeSQL Software AND THAT THE Xornet SchemafreeSQL Software IS BEING PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTY OF ANY KIND. Xornet AND ITS LICENSORS DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE Xornet SchemafreeSQL Software, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY OR NONINFRINGEMENT OR THEIR EQUIVALENTS UNDER THE LAWS OF ANY JURISDICTION, OR ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE.

IT IS YOUR RESPONSIBILITY TO BACK UP ANY DATA OR CONTENT. YOU ARE SOLELY RESPONSIBLE FOR THE ACCURACY, QUALITY, INTEGRITY, LEGALITY, RELIABILITY, SECURITY, MAINTENANCE AND STORAGE OF YOUR DATA AND CONTENT.


LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL Xornet OR ITS LICENSORS BE LIABLE FOR LOSS OF DATA, LOSS OF USE, LOST PROFITS, INTERRUPTION OF BUSINESS, COST OF COVER OR OTHER SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING FROM THE USE OF THE Xornet SchemafreeSQL Software, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY. THIS LIMITATION WILL APPLY EVEN IF Xornet OR ITS LICENSORS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL Xornet's AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF THIS EULA EXCEED THE FEES PAID BY YOU FOR THE Xornet SchemafreeSQL Software.


INDEMNITY

You agree to indemnify and hold Xornet harmless from and against all costs, losses, liabilities and expenses arising out of or related to your breach of this EULA.


LANGUAGE

The parties hereto confirm that it is their wish that this EULA, as well as other documents relating hereto, have been and shall be written in the English language only.


MISCELLANEOUS

This EULA shall not be governed by the 1980 U.N. Convention on Contracts for the International Sale of Goods; rather, this EULA shall be governed by the laws of the State of New York, without reference to conflicts of laws principles. Any legal action or proceeding arising under this EULA will be brought exclusively in the federal or state courts located in the State of New York, and the parties hereby irrevocably consent to the personal jurisdiction and venue therein. This EULA is the entire agreement between Xornet and you with respect to the subject matter hereof and supersedes any other communications, representations or advertising with respect to the Xornet SchemafreeSQL Software. If any provision of this EULA is held invalid or unenforceable, such provision shall be revised to the extent necessary to cure the invalidity or unenforceability, and the remainder of the EULA shall continue in full force and effect. No waiver of any right will be effective unless in writing and no waiver of any right will be deemed to constitute a waiver of any other right. You may not assign this EULA or any of your rights or obligations under this EULA without Xornet's prior written consent. Xornet may assign this EULA or its rights or obligations under this EULA without notice or consent to an entity that succeeds to all or substantially all of Xornet's business or assets.


If you are acquiring the Xornet SchemafreeSQL Software on on behalf of any part of the U.S. Government, the following provisions apply. The Xornet SchemafreeSQL Software programs and documentation are deemed to be "commercial computer software" and "commercial computer software documentation", respectively, pursuant to DFAR Section 227.7202 and FAR 12.212(b), as applicable. Any use, modification, reproduction, release, performance, display or disclosure of the Xornet SchemafreeSQL Software programs and/or documentation by the U.S. Government or any of its agencies shall be governed solely by the terms of this EULA and shall be prohibited except to the extent expressly permitted by the terms of this EULA. Any technical data provided that is not covered by the above provisions is deemed to be "technical data commercial items" pursuant to DFAR Section 227.7015(a). Any use, modification, reproduction, release, performance, display or disclosure of such technical data shall be governed by the terms of DFAR Section 227.7015(b).


CONTACTS

You may contact Xornet at info@xornet.com. Xornet may provide you with notice by e-mail to the address we have on file for you.


Xornet and SchemafreeSQL are trademarks of Xornet, Inc.