SSIS Integration Toolkit is a cost-effective, and high-performance data integration solution that works for Salesforce by leveraging the full power of Microsoft SQL Server Integration Services (SSIS) platform.
End-User License Agreement for KingswaySoft SSIS Integration Toolkit Software
IMPORTANT – READ CAREFULLY: THIS IS A LEGAL AGREEMENT. BY DOWNLOADING, INSTALLING, COPYING, SAVING ON YOUR COMPUTER, OR OTHERWISE USING THIS SOFTWARE, YOU (LICENSEE, AS DEFINED BELOW) ARE BECOMING A PARTY TO THIS AGREEMENT AND YOU ARE CONSENTING TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.
(a) "Licensor" means KingswaySoft Inc., a company incorporated according to the laws of the Province of Ontario, Canada.
(b) "Licensee" means an individual or a legal entity exercising rights under, and complying with all of the terms of, this Agreement. For legal entities, "Licensee" includes any entity which controls, is controlled by, or is under common control with Licensee. For purposes of this definition, "control" means (a) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (b) ownership of fifty percent (50%) or more of the outstanding shares or beneficial ownership of such entity.
2.1 "Activation" means the process of entering a License Key or installing a License File to activate and enable some or all Software features.
2.2 "Authorized Third Party Agent" means a third party delivering information technology services to Licensee pursuant to a written contract with Licensee.
2.3 "Country" means the country in which you acquired the right to use the Software.
2.4 "Deactivation Code" means a code provided by Licensor, which enables Licensee to deactivate a license from where it is currently installed and activated.
2.5 "Developer Workstation" means a developer's workstation, laptop and/or home computer used to perform the development work using the Software.
2.6 "Documentation" means the manuals and other published material in hard copy or electronic form delivered with the Software or provided to Licensee by Licensor which include information about the Software and its functional specifications.
2.7 "Evaluation Period" means a limited length of time, usually 14 (fourteen) days, in which License is granted a temporary license to execute and evaluate the Software under activated mode.
2.8 "License" means a license granted under Section 4 of this Agreement.
2.9 "License File" means a file issued to Licensee by Licensor, which enables the Software to operate under activated mode. This file is generated and provided by Licensor upon the activation of a license key, and can be installed in the License Manager program shipped with the Software.
2.10 "License Key" means a unique serial number that enables a Licensee to activate and use the Software in activated mode. Only Licensor and/or its representatives are permitted to produce License Keys for the Software.
2.11 "Server" is defined as a server owned, leased or rented by the Licensee with Microsoft SQL Server Integration Services (SSIS) components installed. In the case that the server is leased or rented, the Licensee must be the sole tenant of a written leasing or rental agreement or contract, and the server shall not be shared with, or used by any third party.
2.12 "Site" means a single geographic location in which License conducts business, consisting of a single building or multiple buildings on a contiguous campus, owned, leased or rented by the Licensee, for its exclusive benefit.
2.13 "Software" means the software programs in binary form provided under the terms of this Agreement, including its documentation, upgrades provided pursuant to Section 6 of this Agreement, and any third party software programs that are owned and licensed pursuant to Section 5 of this Agreement by parties other than Licensor and that either integrated with or made part of the Software (collectively, "Third Party Software").
(a) Software is the property of Licensor or its suppliers. Notwithstanding any references to "purchase", the Software is licensed and not sold pursuant to this Agreement. This Agreement confers a limited license to the Software only and does not constitute a transfer of title to, or sale of, all or a portion of the Software or the underlying intellectual property. Title and copyrights to Software, in whole and in part and all copies thereof, and all modifications, enhancements, derivatives and other alterations of Software regardless of who made any modifications, if any, are, and will remain, the sole and exclusive property of Licensor and its suppliers.
(b) Software is protected by Canadian copyright laws and International Treaty provisions. Further, the structure, organization, and code embodied in Software are the valuable and confidential trade secrets of Licensor and its suppliers and are protected by intellectual property laws and treaties. Licensee agrees to abide by the copyright laws and all other applicable laws including, but not limited to, export control laws.
4.1 Grant of License Subject to the terms, conditions, and limitations set forth in this Agreement including any amendments thereto, Licensor hereby grants to Licensee a limited, non-exclusive, non-transferable license to install and use the Software. The Software is offered in several license types to meet the needs of different organizations and implementations. Licensee may only use the Software according to the License purchased or granted by Licensor.
(a) Free Developer License: Licensee may install and use the Software on any Developer Workstation without a license. Before the Software is activated using a License Key, the Software operates under the Free Developer License. In this form, the Software contains a feature that limits the functionality of the Software, so the Software only operates within a development tool such as Microsoft Visual Studio, SQL Server Business Intelligence Development Studio (BIDS), or SQL Server Data Tools (SSDT-BI). Licensee must not disable, destroy, or remove this feature of the Software. Any attempt to do so will be in violation of this Agreement and will terminate the Licensee's rights to use the Software. Licensee's use of the Software under the Free Developer License shall be limited to development, testing or evaluation purposes only.
(b) Single Server License: Under the terms of a Single Server License, the Software may be activated and used on one (1) Server in the Licensee's organization.
(c) Site License: Under the terms of a Site License, the Software may be activated and used on an unlimited numbers of Servers in the Licensee's organization at a single Site, as maybe specified in the License File, invoice or order receipt.
(d) Countrywide Enterprise License: Under the terms of a Countrywide Enterprise License, the Software may be activated and used on an unlimited number of Servers in the Licensee's organization at an unlimited number of Sites within a single country, as maybe specified in the License File, invoice or order receipt. Any use of the Software outside of the designated country is prohibited.
(e) Global Enterprise License: Under the terms of a Global Enterprise License, the Software may be activated and used on an unlimited number of Servers in the Licensee's organization at an unlimited number of Sites worldwide.
4.2 Term of License.
(a) Perpetual License: For software that is activated using a perpetual License Key or License File, the Software will be fully-functional without restrictions for an unlimited period of time.
(b) Subscription License. For software that is activated using a subscription License Key or License File, the Software will be fully-functional without restrictions for the period of time for which Licensee subscribed as indicated on Licensee's invoice or order receipt for the Software. Using a Subscription License, Licensee acknowledges that (i) Licensee's right to install and use the Software is limited to the term of Licensee's subscription, commencing on the date on which the license key is activated, (ii) the Software is designed to cease certain functions upon expiration of the subscription term if the subscription is not renewed, and (iii) Licensee may generally renew the subscription, but the terms of renewal upon which the Software is licensed are subject to change by Licensor in its sole discretion. Any attempt to defeat the time-control disabling function in the Software is a material breach of this Agreement and a violation of intellectual property law. At the end of this subscription period, the license and all associated rights, such as technical support, if any, will expire automatically, unless Licensee has renewed the subscription on Licensor's then-current terms.
(c) Time-Limited Trial License. Licensee may request a free trial license which can be used to activate the Software on a Single Server for an Evaluation Period of fourteen (14) days. Licensee's use of the Software during the Evaluation Period shall be limited to evaluation purposes only. The Software contains a feature that will automatically switch the Software to the Free Developer License upon expiration of the Evaluation Period. Licensor will have no liability to Licensee if the Software produces incorrect results because of these features. Licensee must not disable, destroy, or remove this feature of the Software. Any attempt to do so will be in violation of this Agreement and will terminate Licensee’s rights to use the Software. Licensee may request an extension of the Evaluation Period. However, it is at the Licensor's sole discretion as to whether such an extension is granted and is subject to approval on a case by case basis.
4.3 Authorized Third Party Use. Under the License granted in Section 4.1 and 4.2 above, Licensee may permit Licensee's Authorized Third Party Agents to access, use and/or operate the Software on behalf of the Licensee for the sole purpose of delivering services to Licensee, provided that the Software is activated and used on a Server or Developer Workstation owned, leased or rented by Licensee, and Licensee is fully responsible for the Authorized Third Party Agent's compliance with terms and conditions of this Agreement. Any breach of this Agreement by an Authorized Third Party Agent shall be deemed to be a breach by the Licensee.
4.4. Restrictions, Copies and Modifications. Licensee shall not and shall not allow any third party to: (a) sell, redistribute, encumber, give, lend, rent, lease, sublicense, or otherwise transfer Licensee's rights in the Software, Documentation, License Keys, License Files, as granted by this Agreement, to any party without prior written consent of Licensor;
(b) reverse engineer, decompile, disassemble, modify, translate, embed into any other product, make any attempt to discover the source code of Software, or create derivative works from Software;
(c) remove, alter or obscure any proprietary notices on the Software, or the applicable documentation therefore;
(d) allow third parties to access or use the Software, including without limitation any use in any application service provider environment, service bureau, or time-sharing arrangements.
(e) in case of Single Server License, use the same License key for running multiple Servers.
4.5 Permitted Copies. Licensee may make a reasonable number of copies of the Software as backup copies as long as each copy contains all proprietary notices that appear on the Software and the backup copies are used only for archival purposes.
4.6 Benchmarking. You may use the Software to conduct internal performance testing and benchmarking studies. You may only publish or otherwise distribute the results of such studies to third parties if Licensor has reviewed and approved of the methodology, assumptions and other parameters of the study (please contact Licensor at firstname.lastname@example.org to request such review and approval) prior to such publication and distribution.
4.7. Confidentiality. Licensee shall permit only authorized users, who possess rightfully, obtained license keys, to use the Software or to view the Documentation. Except as expressly authorized by this Agreement, Licensee shall not make available the Software, Documentation, any License Key or License File to any third party (except Authorized Third Party Agent as permitted under Section 4.3). Licensee will use Licensee's best efforts to cooperate with and assist Licensor in identifying and preventing any unauthorized use, copying, or disclosure of the Software, Documentation, or any portion thereof.
4.8. Transfer of License Keys. License Keys are non-transferable between parties except by written permission in advance from Licensor. A Single Server License may be transferred from one server to another within the Licensee's organization, provided Licensee has a current, valid Maintenance & Upgrade (as defined in Section 6) plan for the concerned License Key and the license is first removed from the original system, using "Deactivate License" feature within the Software. A Deactivation Code, which can be requested from Licensor, is required to deactivate a license. Licensee understands that it is at the Licensor's sole discretion as to whether such a deactivation code is granted based on its review of the information that Licensee provides. Licensee understands that Licensor limits the number of such system transfers per single License Key to two (2) per maintenance term (year) or subscription period (year). If Licensee does not have a Maintenance and Upgrade plan in effect, any maintenance or technical requests regarding the license (such as license transfers, updates, support requests, documentation) will be subject to additional charges or license transfer fees according to Licensor's prevailing rates.
5. THIRD PARTY SOFTWARE
(a) Licensee acknowledges that the Software may include or require the use of software libraries or programs created by third parties, and the Licensee acknowledges that its use of such third party software programs and libraries shall be governed exclusively by the third party's applicable license agreement.
(b) Licensor provides no warranty, express or implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, with respect to any third party software.
6. SOFTWARE MAINTENANCE & UPGRADE
Licensor will provide generally available Software upgrades to Licensee through a "Maintenance & Upgrade" ("M&U") program as described below:
(a) Under Perpetual License, Licensee receives an initial one (1) year Maintenance & Upgrade, commencing on the date on which the license key is activated. Licensee may purchase additional software Maintenance & Upgrade at the then-current rate for one or more years, before or after expiration of the software Maintenance & Upgrade term. Each Maintenance & Upgrade term will start on the date following expiration of the previous Maintenance & Upgrade term regardless of when it is purchased. When operating under the Perpetual License, the Software contains a feature that checks the Software's release date against the expiry date of the Maintenance & Upgrade associated with the License Key, and determines whether activated License is entitled to use the particular release of the Software. If the Maintenance & Upgrade has expired before the Software's release date, the Software will cease certain functions and revert the Software back to the Free Developer License. To rectify the problem, Licensee must purchase additional Maintenance & Upgrade to extend the Software maintenance, or downgrade to an older release of the Software.
(b) Under Subscription License, Licensee receives free Maintenance & Upgrade during the entire subscription term.
7. COMPLIMENTARY SUPPORT SERVICE
(a) Under the Maintenance & Upgrade program, Licensor offers a complimentary support service which entitles Licensee to raise up to, three (3) support requests in case of a Single Server License, or ten (10) support requests in case of a Site License or one of two Enterprise Licenses, for each Maintenance & Upgrade term (Year) or subscription term (Year). Any additional support requests are subject to charge at Licensor's then current standard rates.
(b) Licensee shall designate one (1) primary support contact who shall act as the conduit for all support requests from Licensee.
(c) Licensor does not provide guaranteed response time but will make good faith effort to answer emails and voice mails within twenty-four (24) hours or less during weekdays, excluding holidays.
(d) Licensee acknowledges that the complimentary support service is limited to the assistance in regard to the use of the Software only. Any issues beyond this scope are excluded, or otherwise subject to charge at Licensor's then current standard rates only if agreed by Licensor.
(e) Licensee agrees to provide adequate information to assist in the investigation and to confirm that any problems have been resolved.
(f) Licensee acknowledges that the support service is only provided for the current version of the Software and the immediately preceding version released within the last twelve (12) months, or otherwise specifically agreed in writing.
8. LIMITED WARRANTY
SOFTWARE IS PROVIDED TO LICENSEE "AS IS" AND WITHOUT WARRANTIES. LICENSOR MAKES NO WARRANTY AS TO ITS USE OR PERFORMANCE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR AND ITS AFFILIATES, SUPPLIERS AND RESELLERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES.
9. DISCLAIMER OF DAMAGES
(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR OR ITS AFFILIATES, LICENSORS, SUPPLIERS OR RESELLERS BE LIABLE TO LICENSEE UNDER ANY THEORY FOR ANY DAMAGES SUFFERED BY LICENSEE OR ANY USER OF SOFTWARE, OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR SIMILAR DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF THE USE OR INABILITY TO USE SOFTWARE, OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
(b) IN ANY CASE, LICENSOR'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY LICENSEE FOR SOFTWARE UNDER THIS AGREEMENT.
10. U.S. GOVERNMENT END USERS
The Software and any related documentation are deemed to be "commercial computer Software" and "commercial computer Software documentation," respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction release, performance, display or disclosure of the Software and any related documentation by the U.S. Government will be governed solely by the terms of this Agreement.
11. EXPORT REGULATIONS
Licensee agrees and accepts that Software may be subject to import and export laws of any country, including those of the Canada and United States (specifically the Export Administration Regulations (EAR)). Licensee acknowledges that it is not a citizen, national, or resident of, and is not under control of the governments of Cuba, Iran, North Korea, Sudan or Syria and is not otherwise a restricted end-user as defined by applicable export control laws. Further, Licensee acknowledges that it will not download or otherwise export or re-export Software or any related technical data directly or indirectly to the above-mentioned countries or to citizens, nationals, or residents of those countries, or to any other restricted end user or for any restricted end-use.
Without prejudice to Licensee's payment obligations, Licensee may terminate this Agreement at any time by notifying Licensor. If Licensee fails to comply with the terms and conditions of this Agreement, Licensor may terminate this Agreement and Licensee's right and license to use Software. Upon the termination of this Agreement, Licensee must delete Software from its archives and computer systems, and destroy any and all License Keys or License Files that Licensor may have issued to Licensee. LICENSEE AGREES THAT UPON TERMINATION OF THIS AGREEMENT FOR ANY REASON, LICENSOR MAY TAKE ACTIONS SO THAT SOFTWARE NO LONGER OPERATES. UNDER NO CIRCUMSTANCES WILL LICENSOR BE LIABLE FOR REIMBURSING THE PRICE OF THE SOFTWARE OR ANY OTHER DAMAGES.
Licensee agrees to be identified as a customer of Licensor and that Licensor may refer to Licensee by name, trade name and trademark, if applicable, and may briefly describe Licensee's business in Licensor’s marketing materials and on Licensor's web site. Licensee hereby grants Licensor a license to use Licensee's name and any of Licensee's trade names and trademarks solely in connection with the rights granted to Licensor pursuant to this marketing section.
14. GENERAL CONDITIONS
(a) Licensor reserves the right at any time to cease the support of the Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the Software.
(b) This Agreement, including the Third Party Software agreements, constitutes the entire agreement between the parties concerning Licensee’s use of Software, and supersedes any and all prior or contemporaneous oral or written representations, communications, or advertising with respect to Software. No purchase order, other ordering document or any handwritten or typewritten text which purports to modify or supplement the printed text of this Agreement or any schedule will add to or vary the terms of this Agreement unless signed by both Licensee and Licensor.
(c) Performance of any obligation required by a party hereunder may be waived only by a written waiver signed by an authorized representative of the other party, which waiver shall be effective only with respect to the specific obligation described therein.
(d) If any provision of this Agreement is held invalid, the remainder of this Agreement will continue in full force and effect. Either Licensor or Licensee may assign this Agreement in the case of a merger or sale of substantially all of its respective assets to another entity. This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and assigns.
(e) This agreement shall be governed, construed, and enforced in accordance with the laws of the Province of Ontario, Canada, without regard to its conflicts of laws principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any legal action or proceeding related to this Agreement shall be instituted in a provincial or federal court located in the Province of Ontario, Canada. Licensor and Licensee agree to submit to the jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding. Notwithstanding the foregoing, Licensor is entitled to seek immediate injunctive relief in any jurisdiction in the event of any alleged breach of Section 4 and/or to otherwise protect its intellectual property.
Last Updated – August 25, 2014