End User License Agreement (EULA)

Effective Date: [INSERT DATE] Last Updated: [INSERT DATE]

IMPORTANT: READ CAREFULLY BEFORE INSTALLING OR USING THIS SOFTWARE

This End User License Agreement ("EULA") is a legal agreement between you ("Licensee," "you," or "your") and AVESYS OU ("Avesys," "we," "us," or "our") for the use of Avesys software products, including but not limited to:

  • Avesys DPM (Database Performance Monitor)
  • Avesys Database Compare
  • Avesys DataForge
  • Avesys SQL Version Control

(each individually a "Product" and collectively the "Products").

By installing, copying, or otherwise using any Product, you agree to be bound by the terms of this EULA. If you do not agree, do not install or use the Product.

1. License Grant

1.1 Scope

Subject to the terms of this EULA and payment of applicable fees, Avesys grants you a limited, non-exclusive, non-transferable, revocable license to:

  • Avesys DPM: Install and use the software on your infrastructure to monitor the number of SQL Server instances specified in your Order.
  • Database Compare: Install and use the desktop application on up to two (2) computers owned or controlled by you (e.g., a workstation and a laptop) for the number of SQL Server instances specified in your Order.
  • DataForge: Install and use the software on your infrastructure for the number of SQL Server instances specified in your Order.
  • SQL Version Control: Install and use the SSMS extension on up to two (2) installations of SQL Server Management Studio owned or controlled by you.

1.2 Authorized Users

The license is granted to you as an organization. Your employees and contractors may use the Products on your behalf, provided that total usage does not exceed the licensed number of instances.

1.3 Evaluation License

If you received the Product under a free trial or evaluation license:

  • The license is valid for the evaluation period specified (typically 14 days);
  • Use is limited to internal evaluation purposes only;
  • The Product may have reduced functionality during the evaluation period;
  • No support obligations apply during the evaluation period;
  • Avesys may terminate the evaluation license at any time.

2. License Restrictions

You shall not:

a) Copy or Distribute: Copy, distribute, or make the Product available to any third party, except as expressly permitted in Section 1;

b) Modify: Modify, adapt, translate, or create derivative works based on the Product;

c) Reverse Engineer: Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Product, except to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;

d) Circumvent: Circumvent, disable, or interfere with any licensing mechanism, activation process, or usage tracking feature;

e) Exceed License: Use the Product beyond the licensed number of instances, users, or any other quantity limitation;

f) Compete: Use the Product to develop, directly or indirectly, any product or service that competes with Avesys products;

g) Sublicense: Rent, lease, lend, sell, sublicense, or otherwise transfer the Product or any rights therein to any third party;

h) Remove Notices: Remove, alter, or obscure any copyright, trademark, or other proprietary notices contained in the Product;

i) Benchmark: Publish performance benchmarks or comparisons of the Product without Avesys's prior written consent;

j) Illegal Use: Use the Product in any manner that violates applicable law or regulation.

3. Ownership and Intellectual Property

3.1 Avesys Ownership

The Product is licensed, not sold. Avesys and its licensors retain all right, title, and interest in the Product, including all intellectual property rights. This EULA does not grant you any ownership rights.

3.2 Your Data

You retain all rights to your data. The Product processes your data locally on your infrastructure. Avesys does not claim any rights to data stored in your SQL Server instances or processed by the Product.

3.3 Proprietary Technology

Certain components of the Products (including but not limited to comparison algorithms, performance analysis engines, and AI/ML models) constitute proprietary trade secrets of Avesys. The license restrictions in Section 2 are essential to protecting these trade secrets.

4. Support and Maintenance

4.1 Updates

During an active Subscription, Avesys will provide:

  • Bug fixes and security patches;
  • Minor version updates (e.g., 2.1 to 2.2);
  • Major version updates (e.g., 2.x to 3.x), subject to Avesys's release schedule.

4.2 Support

Support is provided in accordance with the support plan included in your Subscription:

  • Standard Support: Email-based support during business hours (CET/CEST), Monday through Friday.
  • Premium Support: Extended hours support with priority response times (available under separate agreement).

4.3 End of Life

Avesys reserves the right to discontinue support for older Product versions. Avesys will provide at least twelve (12) months' notice before ending support for any major version.

5. Data Collection by Software

5.1 On-Premise Data Processing

All Products process data locally within your infrastructure. SQL Server performance data, query content, schema information, and any other database content remains within your network.

5.2 License Verification

The Products periodically communicate with Avesys licensing servers to verify license validity. This communication transmits only:

  • License key identifier;
  • Product version;
  • Number of connected instances;
  • Operating system type and version.

No database content, query text, schema information, or performance data is transmitted during license verification.

5.3 Telemetry (Optional)

The Products may collect anonymized usage telemetry to help Avesys improve the Products. Telemetry data includes:

  • Feature usage frequency;
  • Error and crash reports;
  • Product performance metrics.

Telemetry can be disabled in the Product settings. When disabled, no usage data is transmitted to Avesys.

5.4 Crash Reports

In the event of a Product crash, you may be prompted to send a crash report to Avesys. Crash reports may contain:

  • Stack traces and error messages;
  • Product configuration (non-sensitive);
  • System environment information.

Crash reports are sent only with your explicit action and are used solely for debugging and improvement.

6. Third-Party Components

6.1 Open-Source Software

The Products incorporate open-source software components licensed under various open-source licenses. A complete list of third-party components and their licenses is available:

  • In the Product installation directory (THIRD-PARTY-LICENSES.txt);
  • Online at avesys.net/legal/open-source.

6.2 Third-Party Licenses

To the extent that any open-source license requires Avesys to make source code available, such source code may be obtained by contacting opensource@avesys.net.

6.3 Third-Party Services

Certain Product features may integrate with third-party services (e.g., email providers for alerts, version control systems). Your use of such services is subject to their respective terms and privacy policies.

7. Warranty Disclaimer

7.1 As-Is

THE PRODUCT IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

7.2 No Guarantee of Results

AVESYS DOES NOT WARRANT THAT THE PRODUCT WILL MEET YOUR SPECIFIC REQUIREMENTS, THAT THE OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE PRODUCT WILL BE CORRECTED.

7.3 SQL Server Compatibility

WHILE AVESYS STRIVES TO SUPPORT SQL SERVER VERSIONS 2014 THROUGH 2025, AVESYS DOES NOT WARRANT COMPATIBILITY WITH ALL SQL SERVER CONFIGURATIONS, EDITIONS, OR CUSTOM MODIFICATIONS.

7.4 Performance Impact

AVESYS DESIGNS ITS PRODUCTS TO MINIMIZE PERFORMANCE IMPACT ON MONITORED SQL SERVER INSTANCES. HOWEVER, AVESYS DOES NOT WARRANT THAT THE PRODUCT WILL HAVE NO IMPACT ON YOUR SQL SERVER PERFORMANCE. YOU ARE RESPONSIBLE FOR TESTING THE PRODUCT IN YOUR ENVIRONMENT BEFORE PRODUCTION DEPLOYMENT.

8. Limitation of Liability

8.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AVESYS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS EULA OR YOUR USE OF THE PRODUCT.

8.2 Liability Cap

AVESYS'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS EULA SHALL NOT EXCEED THE TOTAL LICENSE FEES PAID BY YOU TO AVESYS FOR THE PRODUCT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8.3 Essential Purpose

THE ABOVE LIMITATIONS SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND REGARDLESS OF WHETHER AVESYS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.4 Jurisdictional Limitations

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IN SUCH JURISDICTIONS, AVESYS'S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

9. Term and Termination

9.1 Term

This EULA is effective from the date you install or first use the Product and continues for the duration of your Subscription.

9.2 Termination by You

You may terminate this EULA at any time by uninstalling the Product and destroying all copies in your possession.

9.3 Termination by Avesys

Avesys may terminate this EULA immediately if you breach any term of this EULA. Avesys will provide written notice specifying the breach and, where the breach is curable, a thirty (30) day cure period.

9.4 Effect of Termination

Upon termination:

  • Your license to use the Product ceases immediately;
  • You must uninstall the Product from all computers and destroy all copies;
  • You must certify destruction in writing upon Avesys's request;
  • Sections 2, 3, 7, 8, 10, and 11 survive termination.

9.5 Subscription Expiry

If your Subscription expires without renewal:

  • The Product will cease to function or operate in a reduced-functionality mode;
  • Your data remains accessible through standard SQL Server tools;
  • No data is deleted or modified by the Product upon Subscription expiry.

10. Export Compliance

You agree to comply with all applicable export control laws and regulations. You shall not export or re-export the Product to any country, entity, or person prohibited by applicable export laws.

11. Governing Law and Dispute Resolution

11.1 Governing Law

This EULA is governed by the laws of the Republic of Estonia, without regard to its conflict of law provisions.

11.2 Dispute Resolution

Any dispute arising out of or relating to this EULA shall be resolved through the Harju County Court in Tallinn, Estonia, or by arbitration as agreed by the parties. The arbitration shall be conducted in English.

11.3 Injunctive Relief

Notwithstanding the foregoing, Avesys may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights.

12. General Provisions

12.1 Entire Agreement

This EULA, together with the Terms of Service, Privacy Policy, and your Order, constitutes the entire agreement between you and Avesys regarding the Product.

12.2 Amendments

Avesys may update this EULA from time to time. Updated versions will be posted at avesys.net/legal/eula. Continued use of the Product after an update constitutes acceptance. Material changes will be communicated with at least thirty (30) days' notice.

12.3 Severability

If any provision is found unenforceable, the remaining provisions remain in full force.

12.4 Waiver

No waiver of any term shall be deemed a further or continuing waiver.

12.5 Assignment

You may not assign this EULA without Avesys's written consent. Avesys may assign this EULA in connection with a merger, acquisition, or asset sale.

12.6 Language

This EULA is drafted in English. In case of conflict with any translation, the English version prevails.

13. Contact

AVESYS OU Email: legal@avesys.net Website: avesys.net

BY INSTALLING OR USING THE PRODUCT, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS EULA, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

This EULA was last updated on [INSERT DATE].

IMPORTANT NOTICE: This EULA is a template and should be reviewed by a qualified attorney before use. Specific provisions may need to be adapted for compliance with local consumer protection laws, particularly regarding mandatory warranty rights that cannot be disclaimed in certain jurisdictions (e.g., EU Consumer Rights Directive). The reverse engineering restriction must comply with EU Software Directive (2009/24/EC) Article 6 regarding decompilation for interoperability.