Terms of Service

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

1. Introduction and Acceptance

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and AVESYS OU ("Avesys," "we," "us," or "our"), a company registered in Estonia, governing your access to and use of Avesys products, services, and the avesys.net website (collectively, the "Services").

By creating an account, purchasing a subscription, downloading our software, or otherwise accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are accepting these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization.

If you do not agree to these Terms, you must not access or use the Services.

2. Definitions

"Account" means the user account created to access the Services.
"Avesys DPM" means the Avesys Database Performance Monitor, a real-time SQL Server monitoring solution deployed on-premise or cloud-hosted.
"Database Compare" means the Avesys Database Compare desktop application for SQL Server schema comparison and synchronization.
"DataForge" means the Avesys DataForge test data management platform for data discovery, masking, subsetting, and synthetic data generation.
"SQL Version Control" means the Avesys SQL Version Control extension for SQL Server Management Studio (SSMS).
"Instance" means a single SQL Server instance connected to and monitored or managed by an Avesys product.
"Subscription" means a time-limited license to use one or more Avesys products, as described in your Order.
"Order" means a purchase order, subscription agreement, or online checkout confirming the products, quantities, fees, and term.
"Partner" means an authorized reseller or referral partner operating under a separate Partner Agreement.
"Documentation" means the user guides, API references, and technical documentation available at avesys.net/docs.
"On-Premise Deployment" means installation of Avesys software within the Customer's own infrastructure.
"Collector Agent" means the software component that collects performance data from SQL Server instances (applicable to Avesys DPM).

3. Account Registration

3.1 Eligibility

You must be at least 18 years of age and have the legal capacity to enter into a binding agreement to use the Services. The Services are intended for business and professional use.

3.2 Account Creation

To access certain features, you must create an Account by providing accurate, current, and complete information. You agree to maintain and promptly update your Account information.

3.3 Account Security

You are responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account. You must notify Avesys immediately at security@avesys.net if you become aware of any unauthorized use of your Account.

3.4 Account Types

Customer Account: For end-user access to Avesys products and support.
Partner Account: For authorized resellers and referral partners (governed additionally by the Partner Agreement).
Admin Account: For Avesys-designated administrators managing customer deployments.

4. Subscription Plans and Payment

4.1 Pricing

Avesys products are licensed on a per-instance, per-year basis. The current standard price is EUR 650 per SQL Server instance per year, plus applicable support fees. Pricing may vary based on volume, promotions, or negotiated enterprise agreements.

4.2 Payment Terms

All fees are quoted in Euros (EUR) unless otherwise specified in your Order.
Payment is due within thirty (30) days of the invoice date, unless otherwise agreed.
All fees are exclusive of applicable taxes, duties, and levies, which are your responsibility.

4.3 Auto-Renewal

Subscriptions automatically renew for successive periods equal to the initial term unless either party provides written notice of non-renewal at least thirty (30) days before the end of the current term.

4.4 Price Changes

Avesys may adjust pricing for renewal terms by providing at least sixty (60) days' written notice before the start of the renewal term. The new pricing will apply to the renewal term and beyond.

4.5 Refunds

Annual Subscriptions: You may cancel within fourteen (14) days of the initial purchase for a full refund, provided you have not materially used the Services during that period.
Renewals: No refunds are provided for renewal terms once the renewal period has commenced.
Trials: Free trial periods carry no payment obligation.

4.6 Late Payment

Overdue amounts accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower. Avesys reserves the right to suspend access to the Services for accounts with overdue balances exceeding thirty (30) days.

5. License Grant and Restrictions

5.1 License Grant

Subject to your compliance with these Terms and payment of applicable fees, Avesys grants you a limited, non-exclusive, non-transferable, non-sublicensable license to:

Install and use Avesys products for the number of Instances specified in your Order;
Access the Documentation for internal business purposes;
Use the avesys.net portals for account and subscription management.

5.2 License Restrictions

You shall not:

Use the Services beyond the licensed number of Instances;
Reverse engineer, decompile, disassemble, or attempt to derive the source code of any Avesys software, except to the extent expressly permitted by applicable law;
Modify, adapt, translate, or create derivative works based on the Services;
Sublicense, rent, lease, loan, sell, or distribute the Services to any third party;
Remove, alter, or obscure any proprietary notices, labels, or marks;
Use the Services to develop a competing product or service;
Use the Services in violation of any applicable law or regulation;
Circumvent or disable any licensing, security, or access control mechanisms.

5.3 License Verification

Avesys software may periodically communicate with Avesys licensing servers to verify your license status. You agree to permit such communications. For air-gapped or restricted environments, Avesys provides offline activation mechanisms upon request.

5.4 Open-Source Components

Certain Avesys products incorporate open-source software components. These components are licensed under their respective open-source licenses, which are listed in the Open-Source Attributions page. In the event of a conflict between these Terms and an applicable open-source license, the open-source license prevails with respect to that component.

6. Acceptable Use

Your use of the Services is subject to the Acceptable Use Policy published at avesys.net/legal/aup, which is incorporated into these Terms by reference. Violations of the Acceptable Use Policy may result in suspension or termination of your Account.

7. Data Handling and Privacy

7.1 Privacy Policy

The collection and processing of personal data through the Services is governed by our Privacy Policy, available at avesys.net/legal/privacy, which is incorporated into these Terms by reference.

7.2 On-Premise Data

For On-Premise Deployments, performance data and database content collected by Avesys products remains on your infrastructure. Avesys does not access, transfer, or store your database content unless you explicitly grant Avesys remote access for support purposes.

7.3 Account Data

Avesys collects and processes Account registration data (name, email, company, contact information) for the purpose of account management, billing, and customer support.

7.4 Telemetry

Avesys products may collect anonymized usage telemetry (feature usage, error reports) to improve the Services. You may disable telemetry collection through the product settings where available. Details are provided in the Privacy Policy.

7.5 Data Processing Agreement

If your use of the Services involves processing personal data subject to the GDPR or similar data protection laws, you may request a Data Processing Agreement (DPA) by contacting legal@avesys.net.

8. Intellectual Property

8.1 Avesys Ownership

Avesys retains all right, title, and interest in and to the Services, including all software, documentation, designs, algorithms, interfaces, and intellectual property embodied therein. These Terms do not grant you any ownership rights in the Services.

8.2 Customer Data Ownership

You retain all right, title, and interest in your data. Avesys does not claim any ownership over data stored in your SQL Server instances or processed through the Services.

8.3 Feedback

If you provide Avesys with suggestions, ideas, or feedback regarding the Services ("Feedback"), you grant Avesys a worldwide, royalty-free, irrevocable, perpetual license to use, incorporate, and commercialize such Feedback without obligation to you.

8.4 Trademarks

"Avesys," "Avesys DPM," "Database Compare," "DataForge," and "SQL Version Control" are trademarks of Avesys. You may not use these trademarks without prior written consent, except to accurately refer to the Services.

9. Service Availability

9.1 Uptime

Avesys strives to maintain high availability for cloud-hosted components (avesys.net, licensing servers, update servers). Specific uptime commitments are detailed in the Service Level Agreement (SLA) available at avesys.net/legal/sla.

9.2 On-Premise Availability

For On-Premise Deployments, availability is dependent on your infrastructure. Avesys is not responsible for downtime caused by your hardware, network, or operating environment.

9.3 Maintenance

Avesys may perform scheduled maintenance on cloud-hosted components. We will provide reasonable advance notice for planned maintenance that may affect availability.

9.4 Support

Support is provided in accordance with the support plan included in your Subscription. Standard support includes email-based support during business hours (CET/CEST). Premium and enterprise support plans are available upon request.

10. Limitation of Liability

10.1 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AVESYS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE USE OF THE SERVICES.

10.2 Liability Cap

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

10.3 Exceptions

The limitations in this section do not apply to: (a) either party's indemnification obligations; (b) either party's breach of confidentiality; (c) your violation of Section 5 (License Restrictions); or (d) liability that cannot be excluded under applicable law.

11. Warranty Disclaimer

11.1 As-Is Basis

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

11.2 No Guarantee

Avesys does not warrant that the Services will be uninterrupted, error-free, secure, or free of viruses or other harmful components. Avesys does not warrant that the Services will meet your specific requirements or expectations.

11.3 Third-Party Systems

Avesys is not responsible for the performance, availability, or compatibility of third-party systems, including SQL Server, operating systems, or hardware.

12. Indemnification

12.1 By Avesys

Avesys shall defend you against any third-party claim that the Services infringe such third party's intellectual property rights, and shall indemnify you against any damages finally awarded or settlement amounts approved by Avesys.

12.2 By Customer

You shall defend Avesys against any third-party claim arising from: (a) your use of the Services in violation of these Terms; (b) your data or content; or (c) your violation of applicable law, and shall indemnify Avesys against any resulting damages.

12.3 Indemnification Procedure

The indemnified party must: (a) promptly notify the indemnifying party; (b) grant the indemnifying party sole control of the defense and settlement; and (c) provide reasonable cooperation.

13. Term, Termination, and Suspension

13.1 Term

These Terms are effective from the date you first access the Services and continue until terminated.

13.2 Termination for Convenience

Either party may terminate a Subscription by providing written notice at least thirty (30) days before the end of the then-current term.

13.3 Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure within thirty (30) days of notice; or (b) becomes subject to insolvency proceedings.

13.4 Suspension

Avesys may suspend your access to the Services immediately if: (a) your Account has overdue balances exceeding thirty (30) days; (b) your use poses a security risk; or (c) your use violates the Acceptable Use Policy.

13.5 Effect of Termination

Upon termination: (a) your license to use the Services ceases immediately; (b) you must uninstall all Avesys software; (c) each party shall return or destroy the other party's Confidential Information; (d) Avesys will provide a reasonable period (not less than thirty (30) days) for you to export your Account data.

13.6 Survival

Sections 2, 8, 10, 11, 12, 14, and 15 survive termination of these Terms.

14. Dispute Resolution and Governing Law

14.1 Governing Law

These Terms are governed by the laws of the Republic of Estonia, without regard to its conflict of law provisions.

14.2 Dispute Resolution

Any dispute arising out of or relating to these Terms shall be resolved as follows:

Negotiation: The parties shall first attempt to resolve the dispute through good-faith negotiation for a period of thirty (30) days.
Mediation: If negotiation fails, the parties shall attempt mediation under applicable Estonian mediation rules.
Arbitration: If mediation fails, the dispute shall be finally resolved by the Harju County Court in Tallinn, Estonia, or by arbitration as agreed by the parties. Proceedings shall be conducted in English.

14.3 Injunctive Relief

Nothing in this section prevents either party from seeking injunctive relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.

15. General Provisions

15.1 Changes to Terms

Avesys may modify these Terms at any time by posting the updated version at avesys.net/legal/terms with a revised "Last Updated" date. Material changes will be communicated via email or in-product notification at least thirty (30) days before they take effect. Your continued use of the Services after the effective date constitutes acceptance.

15.2 Entire Agreement

These Terms, together with the Privacy Policy, Acceptable Use Policy, SLA, any applicable EULA, DPA, and your Order, constitute the entire agreement between you and Avesys regarding the Services.

15.3 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

15.4 Waiver

No failure or delay by either party in exercising any right shall constitute a waiver of that right.

15.5 Assignment

You may not assign these Terms without Avesys's prior written consent. Avesys may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

15.6 Force Majeure

Neither party shall be liable for failure to perform due to causes beyond its reasonable control, including natural disasters, war, terrorism, epidemics, government actions, or internet or infrastructure failures.

15.7 Notices

Notices under these Terms shall be sent to:

To Avesys: legal@avesys.net
To Customer: The email address associated with your Account.

15.8 Language

These Terms are drafted in English. In the event of a conflict between the English version and any translated version, the English version shall prevail.

16. Contact Information

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

These Terms of Service were last updated on [INSERT DATE]. Please review them periodically for changes.

IMPORTANT NOTICE: This document is a template and should be reviewed by a qualified attorney in the relevant jurisdiction before publication. Specific clauses may need to be adapted to comply with local consumer protection laws, particularly for individual (non-business) customers.