Software is licensed per user. For example, if you and two of your colleagues are using the software you will need 3 licenses. However, if you are the only person using the software but you need to use it on two machines, you will only need one license.
The following information is the full license agreement found in the software.
IMPORTANT NOTICE: Please carefully read this License Agreement:
BY DOWNLOADING, INSTALLING AND/OR USING THE SOFTWARE OR CLICKING "I ACCEPT" WHEN PROMPTED IN CONJUNCTION THEREWITH, YOU ("LICENSEE") ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE. IF YOU ARE ACCEPTING THESE 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 THESE TERMS.
LICENSE FOR SOFTWARE
1. DEFINITIONS
"Computer" any electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions;
"Intellectual Property Rights" all intellectual and industrial property rights including patents, know-how, moral rights, registered trade marks, registered designs, utility models, applications for and rights to apply for any of the foregoing, unregistered design rights, unregistered trade marks, rights to prevent passing off for unfair competition and copyright, database rights, topography rights and any other rights in any invention, discovery or process, in each case in the United Kingdom and all other countries in the world and together with all renewals and extensions;
"License" the rights granted to the Licensee in relation to the specific defined version of the Software under this Agreement. The Software is licensed, not sold, and no rights are granted other than those expressly set forth in this License;
"Licensee" (a) the person who installs the Software and/or Synchronization Toolkit on a Computer for his own personal use; or (b) where the Software and/or Synchronization Toolkit is installed onto a Computer on behalf of an employer, another person, or entity the employer, other person or organization on whose behalf the Software and/or Synchronization Toolkit has been installed;
"License Fee(s)" the fees payable by the Licensee to the Licensor excluding VAT and all other relevant taxes where applicable, as detailed by the Licensor from time to time.
"Licensor" Red Gate Software Limited, St John's Innovation Centre, Cowley Road, Cambridge, CB4 0WS, UK registered in the UK number 3857576;
"Software" Any one or more than one of the following software components in executable form only: SQL Compare, SQL Data Compare, SQL Packager and/or DTS Compare (including any related manuals, help files or other documentation and packaging) other than Synchronization Toolkit licensed to the Licensee by the Licensor under this License;
"Synchronization Toolkit" or "SQL Comparison and Synchronization Toolkit" or "SQL Toolkit" means the software, associated documentation and help files known as Synchronization Toolkit licensed by Licensor to Licensee under the terms of this License.
2. INTERPRETATION
2.1 Installing
Any references to "install", "installing" "installation" or "installed" in connection with the Software and/or Synchronization Toolkit include the downloading of the Software and/or Synchronization Toolkit from the Licensor's or any third party's remote server.
2.2 Headings
The headings to the clauses and Schedules of this License are for convenience only and will not affect its construction or interpretation.
2.3 Days/Months
Any reference to a "day" or a "Business Day" will mean a period of 24 hours running from midnight to midnight. Any reference to "month" means a calendar month.
3. EVALUATION LICENSE
3.1 Licensor grants Licensee the right to use the Software and/or Synchronization Toolkit upon the terms and conditions of this License for a period of 14 days ("Evaluation Period") for the purpose of evaluating whether or not the Software and/or Synchronization Toolkit meet the Licensee's requirements.
3.2 Upon expiry of the Evaluation Period:
3.2.1 The Licensee will, where the Software and/or Synchronization Toolkit has met Licensee's requirements, and where Licensee wishes to enter into a full License, become fully bound by this License and pay to Licensor the License Fee(s).
3.2.2 In the event that the Software and/or Synchronization Toolkit does not meet the Licensee's requirements, or where Licensee otherwise does not wish to enter into a full License, Licensee shall return or destroy (as Licensee shall instruct) the Software and/or Synchronization Toolkit and all copies, in whole or in part, in any form including partial copies or modifications of the Software and/or Synchronization Toolkit received from the Licensor or made in connection with this License and all documentation relating thereto and Licensee shall provide Licensor with a certificate (if requested) certifying that the same has been done and any rights of the Licensee to use the Software shall cease.
4. OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS
4.1 The Licensee's only right to use the Software and/or Synchronization Toolkit is by virtue of this License and the Licensee acknowledges that all Intellectual Property Rights in or relating to the Software and/or Synchronization Toolkit and all parts of the Software and/or Synchronization Toolkit are and shall remain the exclusive property of the Licensor.
4.2 The Licensee further acknowledges that all Intellectual Property Rights in or relating to any improvement, modification or adaptation of the Software and/or Synchronization Toolkit arising directly or indirectly from the Licensee using the Software and/or Synchronization Toolkit are and shall remain the exclusive property of the Licensor. As such the Licensee hereby assigns to the Licensor, with full title guarantee, all such improvements, modifications or adaptations with the intention that such improvements, modifications or adaptations should forthwith, upon creation, vest in the Licensor. The Licensor hereby grants to the Licensee a license to use such improvements, modifications or adaptations on the same terms as the License to use the Software set out in this License.
4.3 The Licensee agrees that it shall not remove or alter any trademarks, copyright notices or similar proprietary devices, including without limitation any electronic watermarks or other identifiers, that may be incorporated in the Software and/or Synchronization Toolkit or any copy of the Software and/or Synchronization Toolkit.
5. LICENSE
5.1 Provided that the Licensee has paid the appropriate License Fees and subject to clause 5.5 and clause 6 in relation to the Synchronization Toolkit and to the rights of the Licensor to terminate the License under this Agreement, the Licensor grants to the Licensee, in the country where the Software and/or Synchronization Toolkit was downloaded, for the term of this License a limited, personal, non-exclusive, non-sub-licensable and non-transferable license to:
5.1.1 use and copy the Software and/or Synchronization Toolkit for use subject to clause 5.4 on a single computer owned, leased and/or controlled by the Licensee or its employer or organization for whom the Licensee has installed the Software and/or Synchronization Toolkit for internal use;
5.1.2 make one copy of the Software and/or Synchronization Toolkit in machine readable form for normal operational security and back-up purposes provided that such copy is not installed on any computer at any time when the original copy of the Software and/or Synchronization Toolkit supplied to the Licensee is installed upon any computer. This License will apply to such copy as it applies to the original copy of the Software and/or Synchronization Toolkit installed by the Licensee. Such copy and the media on which it is stored will be the property of the Licensor and the Licensee shall ensure that such copy bears the Licensor's proprietary notice.
5.2 All rights not expressly granted to the Licensee under this License are reserved to the Licensor, and the Licensee agrees not to take or permit any action with respect to the Software and/or Synchronization Toolkit that is not expressly authorized under this License. For the avoidance of doubt the Licensee has no right to use, incorporate into other products, copy, publish, display, modify, translate the Software and/or Synchronization Toolkit or any modification, adaptation or copy of the Software and/or Synchronization Toolkit or any part thereof, nor to decompile, reverse engineer, or disassemble the source code of the Software and/or Synchronization Toolkit, either in whole or in part, other than as expressly permitted under the License or under Art. 50(A) and (B) of the UK Copyright, Designs and Patents Act 1988 or other applicable law.
5.3 If the Licensee breaches clause 5 or clause 6 the License or rights granted in clause 5 or clause 6 will automatically terminate. In respect of rights granted to third parties under clause 6, upon termination hereunder the Licensee shall assign the benefit of rights granted to the Licensor.
5.4 The Software and/or Synchronization Toolkit is licensed to the Licensee only. Except as permitted by this License under clause 5.5 and clause 6 in relation to the Synchronization Toolkit, the Licensee may not rent, lease, sub-license, sell, assign, pledge the Software and/or Synchronization Toolkit, on a temporary or permanent basis without the prior written consent of the Licensor.
5.5 Subject to clause 6, the Licensee may use or incorporate up to 100 copies of any set of the files which comprise Synchronization Toolkit and which are listed in Schedule 1 into up to 100 future products for onward distribution or internal use (the Licensed Products”) on license terms substantially similar as those contained herein.
5.6 If Licensee does use and/or distribute any of the files listed in Schedule 1 (the "Licensed Materials") in accordance with clause 5.5 and clause 6, the Licensee agrees to comply with the following provisions:
5.6.1 Licensee will distribute solely as part of a specific-purpose application program written using an authorized copy of Synchronization Toolkit;
5.6.2 Licensee remains solely responsible for support, service, upgrades and technical or other assistance;
5.6.3 Licensee will not use the name or logo of Licensor without Licensor's written permission;
5.6.4 Licensee will not copy, modify, translate, decompile or disassemble the source code of Synchronization Toolkit other than as expressly permitted under the License or under Art. 50(A) and (B) of the UK Copyright, Designs and Patents Act 1988 or other applicable law;
5.6.5 Licensee will indemnify and keep indemnified and hold Licensor harmless from and against all costs (including the costs of enforcement), expenses, liabilities, injuries, direct, indirect or consequential loss, or pure economic loss, or loss of profits, or loss of business, or loss of employment, or depletion of goodwill and like loss arising out of the use, reproduction or distribution of Licensed Products incorporating Licensed Materials;
5.6.6 Licensee will ensure that the third party complies with the terms of this License; and
5.7 Licensee will not use the Licensed Materials, Synchronization Toolkit or the Software to manufacture or distribute a product that is substantially similar to or competitive with Licensor's Software and/or Synchronization Toolkit.
6. DISTRIBUTION OF SYNCHRONIZATION TOOLKIT
6.1 Licensee will keep full and accurate records for copies and supplies of Licensed Products and shall, if requested, supply Licensor with a statement giving details of all Licensed Products supplied to any person.
6.2 The Licensee agrees that the Licensor shall have the right (where Licensor reasonably suspects that the terms of clause 5 or clause 6 have not been complied with) upon reasonable notice to enter the Licensee's premises to audit any computer system or electronic media onto which the Software and/or Synchronization Toolkit, Licensed Materials or any adaptation, modification or copy of the Software, Synchronization Toolkit and/or Licensed Materials has been installed in order to verify compliance with this License, provided that prior to exercising such right to audit the Licensor shall if required by the Licensee enter into an appropriate and reasonable confidentiality agreement.
6.3 Licensee shall only be permitted to distribute a maximum of 100 copies of Synchronization Toolkit or any part thereof. If Licensee wishes to distribute 101 or more copies of Synchronization Toolkit or any part thereof then Licensee must apply in writing to Licensor, at Licensor's registered office, requesting a full commercial license which will be subject to the payment of royalties as agreed between the parties.
6.4 In accordance with the right to audit set out in clause 6.2 the Licensor shall also have the right to audit through independent certified public accountants, who agree to abide by the Confidentiality provisions of this Agreement all records and accounts of Licensee which contain information bearing upon the amount of Licensed Products licensed, sold or distributed by the Licensee. Such examinations and audits shall be completed at Licensor’s expense and to the extent an examination and audit reveals more than 100 copies of Licensed Products incorporating Licensed Materials having been made, distributed, sold or licensed, an appropriate payment shall be made promptly by the Licensee to the Licensor to reflect and agreed amount of royalties due in relation to such Licensed Products, otherwise the Licensor may terminate the License under clause 5.3.
6.5 For the avoidance of doubt, all Licenses acquired by a Licensee shall be aggregated for the purposes of clause 6.
7. CONFIDENTIALITY
7.1 The structure, organization and source code of the Software and/or Synchronization Toolkit are the valuable trade secrets and proprietary confidential information of the Licensor and its licensors. The Licensee agrees not to provide or disclose any such confidential information in the Software and/or Synchronization Toolkit or derived from it to any third party, including where such confidential information is derived under any applicable law as set out in clause 5.2.
7.2 The provisions of clause 7.1 will not apply to any information which is:
7.2.1 lawfully obtained free of any duty of confidentiality (otherwise than directly or indirectly from the Licensor); or
7.2.2 already in the Licensee's possession, provided that Licensee can show such possession from written records (other than as a result of a breach of this clause 7); or
7.2.3 which the Licensee can demonstrate is in the public domain (other than as a result of a breach of this clause 7); or
7.3 To the extent that any information is necessarily disclosed pursuant to a statutory or regulatory obligation or court order, such disclosure shall not be a breach of this clause 7.
8. WARRANTY
8.1 The Software and/or Synchronization Toolkit is provided "as is" with no representation, guarantee or warranty of any kind as to its functionality. All other terms, conditions and warranties expressed or implied whether statutorily or otherwise are hereby expressly excluded.
9. LIMITATION AND EXCLUSION OF LIABILITY
9.1 The Licensor does not exclude its liability (if any) to the Licensee:
9.1.1 where the Licensee is not trading as a business, for breach of the Licensor's obligations arising under section 12 Sale of Goods Act 1979 or section 2 Supply of Goods and Services Act 1982; or
9.1.2 for personal injury or death resulting from the Licensor's negligence; or
9.1.3 under section 2(3) Consumer Protection Act 1987; or
9.1.4 for any matter for which it would be illegal for the Licensor to exclude or to attempt to exclude its liability; or
9.1.5 for fraud.
9.2 THE LICENSOR MAKES NO EXPRESS WARRANTIES WITH RESPECT TO THE SOFTWARE AND/OR SYNCHRONIZATION TOOLKIT AND THE LICENSOR HEREBY EXCLUDES TO THE FULLEST EXTENT PERMISSIBLE IN LAW, ALL CONDITIONS, WARRANTIES (INCLUDING WITHOUT LIMITATION ANY WARRANTY THAT THE SOFTWARE AND/OR SYNCHRONIZATION TOOLKIT WILL MEET THE LICENSEE'S REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR FREE) AND STIPULATIONS, EXPRESS (OTHER THAN THOSE SET OUT IN THIS LICENSE) OR IMPLIED, STATUTORY, CUSTOMARY OR OTHERWISE WHICH, BUT FOR SUCH EXCLUSION, WOULD OR MIGHT SUBSIST IN FAVOUR OF THE LICENSEE. EXCEPT AS SET OUT IN THIS LICENSE THE LICENSEE ASSUMES THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE AND/OR SYNCHRONIZATION TOOLKIT AND SHOULD THE SOFTWARE AND/OR SYNCHRONIZATION TOOLKIT PROVE DEFECTIVE, THE LICENSEE (AND NOT THE LICENSOR) ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.
9.3 SUBJECT TO CLAUSE 9.2, THE LICENSOR SHALL NOT BE LIABLE TO THE LICENSEE 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):-
9.3.1 ANY LOSS OF PROFITS, BUSINESS, CONTRACTS, ANTICIPATED SAVINGS, GOODWILL, OR REVENUE; OR
9.3.2 ANY LOSS OR CORRUPTION OF DATA; OR
9.3.3 ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE WHATSOEVER,
EVEN IF THE LICENSOR HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
9.4 SUBJECT TO CLAUSES 9.1 AND 9.3, THE LICENSOR'S AGGREGATE LIABILITY UNDER THIS LICENSE WHATSOEVER (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, RESTITUTION OR OTHERWISE) FOR ANY INJURY, DEATH, DAMAGE OR DIRECT LOSS HOWSOEVER CAUSED (OTHER THAN FOR DEATH OR PERSONAL INJURY CAUSED BY THE LICENSOR’S NEGLIGENCE) WILL BE LIMITED TO THE PRICE PAID FOR THE SOFTWARE AND/OR SYNCHRONIZATION TOOLKIT.
9.5 The Licensee acknowledges that the above provisions of these clauses 8 and 9 are reasonable and reflected in the price which would be higher without those provisions, and the Licensee will accept such risk. In the event that any of the limitations or exemptions in this Agreement shall be found to be void clauses 8 and 9 shall be construed in accordance with clause 14.
10. TERM AND TERMINATION
10.1 This License shall commence upon the earlier of the Licensee's acceptance of this License and shall continue until terminated in accordance with clause 10.2 or otherwise in accordance with this License.
10.2 This License will terminate automatically if the Licensee uninstalls the Software and/or Synchronization Toolkit, fails to comply with any term or condition of this License or uninstalls and destroys or voluntarily returns the Software and/or Synchronization Toolkit to the Licensor.
10.3 The Licensor may terminate this License immediately and without notice if it reasonably suspects that Licensee is using the Software and/or Synchronization Toolkit for any purpose which contravenes the laws of England and Wales. Licensee's sole remedy in this circumstance shall be limited to the purchase price of the Software and/or Synchronization Toolkit.
10.4 Upon termination of this License for any reason whatsoever the Licensee must uninstall the Software and destroy, and upon request of the Licensor certify the destruction of, all copies of the Software including all components of it in the Licensee's possession.
10.5 The termination of this License howsoever arising is without prejudice to the rights, duties and liabilities of either party accrued prior to termination.
On termination of this License howsoever arising clause 4 (Ownership of Intellectual Property Rights), clause 7 (Confidentiality), clause 10 (Term and Termination), clause 8 (Warranty), clause 9 (Limitation and Exclusion of Liability), clause 12 (Governing Law and Jurisdiction), clause 13 (compliance with Applicable Law) and clause 18 (Revision to Terms) will remain in effect.
11. LICENSEE INDEMNITY FOR MISUSE
11.1 If a third party claims that the Software Licensed under this Agreement to the Licensee, as a result of the Licensees misuse of the Software, causes loss or damage whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise, then the Licensee shall indemnify the Licensor from any such loss or damage.
12. GOVERNING LAW AND JURISDICTION
12.1 The formation, existence, construction, performance, validity and all aspects whatsoever of this License or of any term of this License will be governed by the law of England and Wales.
12.2 Subject to clause 12.3 the courts of England and Wales will have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this License. The parties irrevocably agree to submit to that jurisdiction.
12.3 The agreement contained in clause 12.1 above is included for the benefit of the Licensor. Accordingly the Licensor retains the right to bring proceedings in any other court of competent jurisdiction. The Licensee irrevocably waives any objection to, and agrees to submit to, the jurisdiction of such other courts.
12.4 The Licensee irrevocably agrees that a judgment or order of any court referred to in this clause is conclusive and binding upon it and may be enforced against it in the courts of any other jurisdiction.
13. COMPLIANCE WITH APPLICABLE LAW
The Licensee acknowledges and agrees that notwithstanding the fact that this License is governed by the laws of England and Wales, the Licensee may be subject to additional laws in other jurisdictions with respect to the Licensee’s use of the Software and/or Synchronization Toolkit. The Licensee will comply with the laws of any jurisdiction that apply to the Software and/or Synchronization Toolkit, including without limitation any applicable export laws or regulations.
14. SEVERABILITY
If any clause or part of this License is found by any court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision will, to the extent required, be severed from this License and will be ineffective without, as far as is possible, modifying any other clause or part of this License and this will not affect any other provisions of this License which will remain in full force and effect.
15. NO WAIVER
No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor will any partial exercise preclude any further exercise of the same, or of some other right, power or remedy.
16. NO THIRD PARTY RIGHTS
The parties to this License do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it and all rights by virtue of the Contracts (Rights of Third Parties) Act are hereby excluded.
17. ENTIRE AGREEMENT
This License contains all the terms which the parties have agreed in relation to the subject matter of this License and supersedes any prior written or oral agreements, representations (save for any fraudulent misrepresentations) or understandings between the parties in relation to such subject matter.
18. REVISIONS TO TERMS
The Licensor reserves the right to revise the terms of this License by updating the License on its website, or by notifying the Licensee by post or by email. The Licensee is advised to check this License periodically for notices concerning revisions. The Licensee’s continued use of the Software and/or Synchronization Toolkit shall be deemed to constitute acceptance of any revised terms.
19. NO ASSIGNMENT
The Licensee may not assign the benefit (including any present, future or contingent interest or right to any sums or damages payable by either party under or in connection with this License) or delegate the burden of this License or hold this License on trust for any other person.
20. ACCEPTANCE OF LICENSE
The Licensee will be deemed to have accepted the terms of this License by installing the Software and/or Synchronization Toolkit onto any computer.
SCHEDULE 1 "LICENSED MATERIALS"
SYNCHRONIZATION TOOLKIT FILES
SQLCompare.exe
SQLDataCompare.exe
SQLPackager.exe
RedGate.CommandLine.BuildInfo.dll
RedGate.CommandLine.Common.dll
RedGate.CommandLine.Distribution.dll
RedGate.CommandLine.Distribution.mod
RedGate.SQLCompare.CommandLine.dll
RedGate.SQLDataCompare.CommandLine.dll
RedGate.SQLPackager.CommandLine.dll
RedGate.Compression.ZLib.dll
zlib1.dll
SQL Packager Code Templates (directory)