Software License Agreement (EULA) & Operational Terms of Service
Effective Version: 2.1.0
This End User License Agreement and Software Terms of Service ("Agreement") constitutes a legally binding contract between you (either an individual, enterprise, or legal entity, hereinafter referred to as "Licensee" or "User") and the software developer, architect, and licensor ("Application Designer", "Licensor", or "Author") governing the deployment, access, and use of this database backup and management platform ("Software", "Platform", or "Application").
The Software, including without limitation its source code, compiled binaries, schemas, user interface design, visual assets, documentation, cryptographic orchestration workflows, and proprietary database synchronization algorithms, is and remains the sole and exclusive intellectual property of the Application Designer. Nothing in this Agreement transfers any ownership, copyright, patent, trademark, or trade secret to the Licensee. All rights not expressly granted herein are strictly reserved by the Application Designer.
The Software is licensed, not sold. This applies equally to a Perpetual Licence: what is owned permanently is the right to use the Software as granted in Section 3.3, not the Software itself.
3.1 Restrictions applying to every licence. Whatever its type, the licence granted is non-exclusive, non-transferable and non-sublicensable, is limited to the Licensee's internal database management operations, and is subject to the Node limit stated in the Licensee's entitlement. The Licensee shall not, directly or indirectly:
3.2 Evaluation Licence. Granted for the stated evaluation period only, for assessment and non-production use. It expires automatically at the end of that period and may be revoked by the Licensor at any time.
3.3 Perpetual Licence. Upon receipt of the one-time licence fee in full, the Licensor grants the Licensee a perpetual, irrevocable right to install and operate the Software, subject to Sections 3.1 and 15. This right does not expire, is not conditional on any further payment, and is not affected by the lapse of Maintenance. The Licensee may continue to operate, and to restore from, the versions of the Software it holds, indefinitely. The Licensor shall not disable, time-limit, or withhold operation of a Perpetual Licence for non-payment of Maintenance.
3.4 Subscription Licence. Granted for the stated term and conditional on payment for that term. It lapses at the end of the term unless renewed in accordance with Section 5.
4.1 The Software contacts the Licensor's licence service. The Licensee acknowledges that the Software is licensed software which verifies its own entitlement, and that this requires periodic network communication with the Licensor. On activation, and periodically thereafter, each Node transmits to the Licensor: its Licence Key, a hardware fingerprint, installation identifier, hostname, operating system, Software version, the name and email address of the administrator performing the activation, and timestamps of contact. This is described further in the Privacy Policy.
4.2 Offline operation. The Software is issued a cryptographically signed entitlement that remains valid for a defined period without further contact, so that temporary loss of connectivity does not interrupt operations. If the Software cannot reach the licence service before that period lapses, its entitlement will expire until contact is re-established.
4.3 Node limits. Activating more Nodes than the entitlement permits will be refused. The Licensee may release a Node to free its allocation.
4.4 Enforcement. Where the Licensee's licence is absent, expired, suspended or revoked, the Licensor may configure the Software to refuse to operate. Functions necessary to restore a valid licence — activation, authentication, setup and health reporting — remain available at all times.
5.1 A Subscription Licence runs for the term stated at purchase and is billed for that same term. Renewal is not automatic; the Licensor will raise a renewal invoice and the licence is extended on settlement.
5.2 Renewal keeps the same Licence Key. Renewing extends the expiry date of the existing licence. No Node needs to be re-activated, and no entitlement is lost. Where a licence is renewed before its current expiry, the new term runs from that expiry and not from the date of renewal, so no paid time is forfeited.
5.3 Expiry. On expiry of a Subscription Licence the right to operate the Software ends and the Software may cease to function in accordance with Section 4.4. Expiry does not delete, alter or render unreadable any backup archive the Licensee has already produced; those remain the Licensee's property and, where encrypted, remain decryptable using the Licensee's own keys independently of the Software's licence state.
5.4 A Perpetual Licence has no term and does not expire. Section 5 applies to it only in respect of Maintenance renewal.
6.1 What Maintenance includes. While Maintenance is current, the Licensee is entitled to all Updates made generally available for the licensed edition, and to Support as described in Section 7.
6.2 What lapsing Maintenance does. If Maintenance lapses, the Licensee:
6.3 Security Updates are provided regardless. The Licensor will make Security Updates available to every holder of a valid Perpetual Licence whether or not Maintenance is current. The Licensor considers it unacceptable to withhold a remedy for a vulnerability from a customer who has paid for the Software, and this clause is given as a binding commitment rather than a statement of practice.
6.4 Reinstatement. Maintenance that has lapsed may be reinstated on the Licensor's then-current terms. The Licensor may require payment in respect of the lapsed period as a condition of reinstatement.
6.5 For a Subscription Licence, Updates and Support are included for the duration of the subscription term and no separate Maintenance charge applies.
7.1 Support is available to Licensees whose subscription term or Maintenance is current, and is governed by the Licensor's published Support & Service Level Policy, which forms part of this Agreement.
7.2 What is committed, and what is not. The Licensor commits to the response times set out in that policy. Resolution is pursued on a commercially reasonable efforts basis with regular progress reporting; no resolution deadline is guaranteed, because the time required to remedy a defect cannot be known before it is diagnosed.
7.3 No uptime guarantee for the Software. The Software is installed and operated on the Licensee's own infrastructure. The Licensor does not operate it, has no access to it, and accordingly gives no availability or uptime warranty in respect of it. Availability of the Licensor's own licence service is addressed in the Support & Service Level Policy.
7.4 Where a separate written order form or service level agreement is executed by both parties, it prevails over this Section and over the published policy to the extent of any inconsistency.
8.1 Fees are those stated at the time of purchase. The Licensor may change its published prices at any time; a change does not affect a term already purchased.
8.2 All fees are exclusive of taxes. Goods and Services Tax and any other applicable tax, levy or duty is payable by the Licensee in addition, at the rate in force at the time of supply.
8.3 Invoices are payable by the due date stated on them. The Licensor may suspend a licence, or decline to renew it, where an invoice remains unpaid after its due date.
8.4 Where the Licensee is invoiced in a currency other than the Licensor's base currency, the invoice records the exchange rate applied on its issue date, and that rate is not revisited.
THE SOFTWARE IS PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS, WITH ALL FAULTS, DEFECTS, AND ERRORS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE APPLICATION DESIGNER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT. THE LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE'S SPECIFIC OPERATIONAL REQUIREMENTS, THAT BACKUP OR RESTORE OPERATIONS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL DATABASE SYSTEM DEFECTS WILL BE CORRECTED.
10.1 Consequential Damages Waiver. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL THE APPLICATION DESIGNER, LICENSOR, ITS DIRECTORS, DEVELOPERS, AFFILIATES, OR SUPPLIERS BE HELD LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE, INABILITY TO USE, OR PERFORMANCE OF THIS SOFTWARE.
This exclusion applies unconditionally and without limitation to:
10.2 Cumulative Financial Liability Ceiling. IN NO EVENT SHALL THE APPLICATION DESIGNER'S OR LICENSOR'S TOTAL CUMULATIVE AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, WARRANTY, OR OTHERWISE, EXCEED THE LESSER OF: (A) THE TOTAL NET LICENSE FEES ACTUALLY PAID BY THE LICENSEE TO THE LICENSOR IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM; OR (B) INR 5,000 (FIVE THOUSAND INDIAN RUPEES) OR USD $100. IF LICENSEE IS OPERATING UNDER A FREE OR EVALUATION LICENSE, LICENSOR'S AGGREGATE LIABILITY SHALL BE ZERO ($0.00 / INR 0.00).
The Software implements robust client-controlled encryption (including AES-256-GCM algorithms). All master keys, salt vectors, and passphrase credentials reside under the exclusive custody and operational control of the Licensee. THE APPLICATION DESIGNER POSSESSES NO BACKDOOR, MASTER ESCROW, OR RECOVERY KEYS. If the Licensee loses, misplaces, or corrupts encryption keys or master passwords, the encrypted backup payloads are permanently unrecoverable. The Application Designer disclaims all liability for any unrecoverable data resulting from lost, forgotten, or compromised keys.
The Licensee acknowledges and agrees that automated backup software cannot replace active disaster recovery verification. The Licensee assumes sole responsibility for:
The Licensee agrees to defend, indemnify, and hold harmless the Application Designer, developers, and contractors from and against any and all third-party claims, liabilities, losses, damages, penalties, and legal expenses (including reasonable attorney fees) arising from or relating to: (a) Licensee's operation of the Software; (b) any breach of this Agreement; (c) any data stored, backed up, or processed through the Software; or (d) any violation of third-party privacy or property rights.
All sales, digital license acquisitions, and subscription fees are strictly non-refundable once an invoice is settled or a digital License Key is issued, governed by the Licensor's published Strict No-Refund & Cancellation Policy, which forms a binding part of this Agreement. Delays in deployment, failure to use the Software, or customer infrastructure limitations do not warrant any refund, credit, or chargeback.
15.1 Immediate Revocation & Suspension. The Licensor reserves the right to immediately suspend access, revoke License Keys, and terminate this Agreement without prior notice or cure period where: (a) Licensee breaches Section 3.1 (intellectual property, reverse engineering, node limits); (b) Licensee initiates an unauthorized chargeback or payment clawback; (c) Licensee fails to settle any due invoice; or (d) Licensee engages in fraud, license tampering, or unauthorized distribution.
15.2 Standard Termination. For other non-critical breaches, Licensor may terminate upon written notice if the breach is not remedied within fourteen (14) days.
15.3 Effect of Termination. On termination or revocation, the Licensee shall immediately cease all use of the Software, uninstall it from every Node, and destroy all cryptographic credentials. Sections 2, 9, 10, 11, 13, 14, 16 and 17 survive termination indefinitely.
The Application Designer reserves the right to revise or update these terms at any time. When updated, users will be required to review and accept the revised agreement before continued access to the Application is granted. Continued use of the Software following any modification constitutes full and irrevocable acceptance of the revised terms. A revision does not retrospectively reduce an entitlement already paid for, and in particular does not affect the rights granted under Section 3.3.
This Agreement is governed by and construed in accordance with the laws of India. The courts having jurisdiction at the Licensor's registered place of business, as stated on the Licensor's tax invoices, shall have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement.
If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect. This Agreement, together with the Privacy Policy, the Refund & Cancellation Policy and the Support & Service Level Policy, constitutes the complete and exclusive understanding between the parties regarding the subject matter hereof.
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