MFSQL Connector License Agreement

End-User License Agreement for MFSQL Connector

This end-user license agreement (“EULA”) is a legally binding agreement between you (a single natural or legal person, hereinafter referred to by the term “YOU” or “YOUR”) and Laminin Solutions Limited and Laminin Solutions USA, LLC (“LAMININ”). LAMININ authorizes YOU to use and install the Software (as defined below) under the terms and conditions set forth herein.

PLEASE READ THIS EULA CAREFULLY BEFORE USING THE SOFTWARE. BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, YOU CONFIRM THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS EULA AND THAT YOU AGREE TO BE BOUND BY IT. IF YOU DO NOT AGREE OR DO NOT WISH TO BECOME A PARTY TO THIS EULA, DO NOT INSTALL OR USE THE SOFTWARE.

1. Definitions

“LAMININ” shall refer to Laminin Solutions Limited, a company registered under the laws of the United Kingdom, Laminin Solutions USA, LLC, a company registered under the laws of the United States of America, or any of their associated companies.

“DOCUMENTATION” shall mean online or manual materials and accompanying printed matter describing the use of SOFTWARE.

“SOFTWARE” shall mean all of the applications, files, documents, and other content, owned by LAMININ or its licensors, that are delivered to YOU by LAMININ at the same time or as downloaded separately as part of this EULA but that are not defined as “Third-Party Software.”

“LICENSE” shall mean use of the SOFTWARE to manipulate or update metadata and/or files as set out in this agreement for the MODULES that are included in the license. The license is restricted for use to the designated M-Files software serial number, for the MODULES as set out in the purchase invoice, and for the period of the subscription.

“SUBSCRIPTION” shall mean the period set in the license purchase invoice.

“MODULE” shall mean the functional composition of the SOFTWARE into collections of functionality. The SOFTWARE is provisioned in a number of different modules of which one or more may be included in the terms of the license.

“UPGRADE” shall mean software offered to YOU by LAMININ for the purpose of replacing an older version of the SOFTWARE and the related agreement and licenses with the latest versions.

“THIRD-PARTY SOFTWARE” shall mean third-party-originated files and content that are delivered to YOU by LAMININ with the SOFTWARE, or required by SOFTWARE to operate but licensed to YOU by a third party under the terms and conditions of a separate agreement. Nothing in this EULA shall be construed as authorizing YOU to deviate from obligations under third-party licenses, including but not limited to by removing copyright or other notices.

2. Granting of License

If YOU acquired the SOFTWARE from LAMININ or one of its authorized distributors, then, subject to payment of the applicable fees and compliance with the terms of this EULA, LAMININ grants YOU a limited license to use and install the MODULES included in the license for the SOFTWARE in the manner described below.

YOU are authorized to utilize only the modules included in the license of the SOFTWARE, for YOUR internal needs, or—if YOU are a legal person—only for internal business purposes pursued by YOUR employees or other persons who are working for YOU, on YOUR behalf, and for YOUR benefit.

2.1 Documentation

LAMININ grants YOU a worldwide, non-exclusive, non-transferable, and perpetual license to use the DOCUMENTATION. YOU may make copies of the DOCUMENTATION or redistribute it for YOUR own internal business purposes only. Permission is granted to translate the DOCUMENTATION or parts thereof for YOUR internal use only. The DOCUMENTATION or any parts thereof may not be incorporated or distributed in any material for any other purpose outside YOUR organization unless the recipient holds a license to use the SOFTWARE.

2.2 Evaluation

If YOU acquired the SOFTWARE for evaluation purposes, LAMININ grants YOU a non-exclusive, non-transferable license for 30 days, or such number of days as agreed in writing, to install and use the SOFTWARE in order to find out whether the SOFTWARE is suitable for YOUR needs. YOU are authorized to use and run the SOFTWARE solely for testing and evaluation purposes. YOU may not use the evaluation-licensed SOFTWARE for any other purposes, including but not limited to profit-seeking purposes, for productive use and benefit, or use to gain technical or other information for commercial use. The SOFTWARE and all its components must be permanently removed from any computers or servers when the evaluation period expires.

2.3 Subscription license use

If YOU purchased a LICENSE, LAMININ grants YOU a non-exclusive, non-transferable, and restricted license to install, run, and use the modules of the SOFTWARE for the duration of the SUBSCRIPTION term of the license on a designated SQL Server within YOUR infrastructure for use with one M-Files Server for productive use. The number of applications of the SOFTWARE using the designated M-Files Server is restricted only by the modules included in the license.

The SUBSCRIPTION must be renewed before the expiration date. The SOFTWARE will cease to operate upon expiration of the SUBSCRIPTION.

YOU may create backup servers and make copies of the SOFTWARE but solely for backup purposes. YOU may not use, run, load, or copy (temporarily or permanently, in whole or in part) the SOFTWARE that is installed on YOUR backup server, other than to the extent technically necessary for an up-to-date backup.

2.4 Development use of SOFTWARE

If YOU have acquired a license to use the SOFTWARE, LAMININ grants YOU a license to install, run, and use the SOFTWARE for prototyping, testing, and development on another SQL Server within YOUR infrastructure. YOU are not permitted to use this instance in any production capacity.

Audit rights related to development use are set out in section 9.6.

3. Restrictions

YOU do not have permission to make any modifications to the SOFTWARE or to create derivative works or make alterations to the SOFTWARE for any purpose. YOU are not allowed to decompile, disassemble, or reverse-engineer the SOFTWARE. Should YOU have any questions or need guidance in relation to interoperability issues, please contact support@lamininsolutions.com for further information.

YOU do not have permission to distribute, install, or use the SOFTWARE on an M-Files Server for the benefit of any third party. In such a case, the other party requires a license for the SOFTWARE.

4. Upgrades

Subject to the license agreement, YOU are invited to replace YOUR SOFTWARE and accompanying licenses with the latest versions from time to time. Hotfixes and functional upgrades of existing functionality in the modules are included in the subscription price. Additional functionality or modules may be separately priced and require an additional fee to be included in an upgrade of the SOFTWARE.

It is YOUR responsibility to evaluate and control the impact of upgrades on modifications, additions, or changes made by YOU for the purposes of using the SOFTWARE.

5. Ownership

The SOFTWARE, any copy made thereof, and all rights therein, including but not limited to copyrights, trade secrets, and industrial rights, are owned by LAMININ and/or its licensors. These rights are protected by the provisions of international treaties and applicable national law. All rights not expressly granted to YOU in sections 2.1–2.4 of this EULA are reserved to LAMININ and its licensors. The SOFTWARE is licensed, not sold, and YOU do not acquire any rights of ownership in the SOFTWARE. All rights that YOU have in information processed by the SOFTWARE shall remain in YOUR ownership.

6. Confidentiality

The structure, organization, and code of the SOFTWARE are confidential information of LAMININ and/or its licensors. Technical and non-technical information that YOU may receive in connection with access to the SOFTWARE shall be kept confidential. YOU may use such information only in accordance with this EULA.

7. Warranty

YOU AGREE THAT THE SOFTWARE IS PROVIDED TO YOU “AS IS,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW NEITHER LAMININ NOR ITS LICENSORS MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE SOFTWARE WILL NOT INFRINGE ANY THIRD-PARTY PATENTS, UTILITY MODELS, COPYRIGHTS, TRADEMARKS, OR OTHER RIGHTS. LAMININ DOES NOT WARRANT THAT THE SOFTWARE MEETS YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.

8. Limitation of Liability

IN NO EVENT SHALL LAMININ, ITS EMPLOYEES, OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, REGARDLESS OF HOW THESE WERE CAUSED AND WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE, OR ANY OTHER AREA OF LAW OR FROM LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF LAMININ OR ITS LICENSORS ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOUR JURISDICTION DOES NOT ALLOW EXCLUSION OF LIABILITY, THE FOREGOING DOES NOT APPLY TO YOU. HOWEVER, IN NO EVENT SHALL THE LIABILITY OF LAMININ EXCEED THE AMOUNTS PAID BY YOU FOR THE SOFTWARE.

9. Other Terms

9.1 Applicable law

This EULA is governed by, and interpreted in accordance with, the laws of England and Wales, excluding its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. Should any provision or portion of this EULA be found unenforceable or void, the rest of the EULA remains in full force and effect.

9.2 Settlement of disputes

If the parties are unable to reach mutual understanding by themselves in any case of dispute arising out of or related to this EULA, the dispute shall be finally settled by a single arbitrator appointed by the LCIA Court under the Rules of the London Court of International Arbitration (LCIA), which Rules are deemed to be incorporated by reference into this clause. The seat, or legal place, of arbitration shall be London, United Kingdom, and the language of the arbitration shall be English.

9.3 Order of precedence

This EULA takes precedence over any prior agreement and any prior communications or translations of this agreement. For the avoidance of doubt, the terms and conditions of the English-language version shall apply in the event of any discrepancies between the EULA and a translation thereof.

9.4 Termination

LAMININ may terminate this EULA and revoke the license with immediate effect in the event of YOUR gross breach of the EULA, YOUR entry into liquidation or other insolvency proceedings, or YOUR use of the SOFTWARE to commit criminal offences or otherwise illegal acts. Any breach of section 2, 3, or 4 is deemed to be a gross breach of this EULA.

9.5 References

LAMININ is allowed to mention YOU as a reference case. However, any use of logos or addition of YOUR name to publicly available websites will be agreed upon separately.

9.6 Audit

Should LAMININ find that YOUR use of the SOFTWARE does not accurately reflect YOUR license, YOU must provide LAMININ with a detailed report on YOUR usage. If LAMININ finds YOUR report unsatisfactory, YOU shall allow a third-party auditor to conduct an audit with the scope and extent needed for prompt gathering of information on usage. The cost of conducting the audit shall be borne by LAMININ unless YOU are found to be in default, in which case YOU shall be liable for all costs resulting from and related to the audit in which YOUR default was found.

9.7 Improvements to the SOFTWARE

Nothing in this agreement limits the rights of LAMININ to make improvements to, and revisions of, the SOFTWARE and related information.

9.8 Assignment

Neither party may assign or transfer this EULA, in whole or in part, without the prior written consent of the other party, except that LAMININ may assign this EULA in connection with a merger, acquisition, or sale of substantially all of its assets. Consent shall not be unreasonably withheld, conditioned, or delayed.

9.9 Force Majeure

Neither party shall be liable for any delay or failure to perform due to events beyond its reasonable control (including without limitation acts of God, epidemic, pandemic, war, terrorism, civil unrest, labor disputes, governmental action, utility failures, or Internet service disruptions), provided that the affected party uses reasonable efforts to mitigate the effects and resumes performance promptly.

9.10 Export Control and Sanctions

YOU represent and warrant that YOU are not located in, under the control of, or a national or resident of any country or party subject to applicable export control or sanctions laws. YOU agree to comply with all applicable export control and sanctions laws and regulations in connection with the SOFTWARE.

9.11 Data Protection

To the extent the SOFTWARE processes personal data, the parties shall comply with applicable data protection laws. Where required, the parties will enter into a separate data processing agreement governing such processing.

9.12 Survival

The following sections survive termination or expiration of this EULA: Ownership, Confidentiality, Warranty (disclaimers), Limitation of Liability, Governing Law and Dispute Resolution, Audit, and any other provisions that by their nature should survive.

9.13 Support and Maintenance

Support and maintenance (if any) are provided under separate terms or a support agreement. Unless expressly agreed, this EULA does not include support or maintenance obligations.

10. Third-Party Software and Acknowledgments

This SOFTWARE uses the M-Files API, which is subject to a separate license agreement with M-Files.