liquibase/liquibase-4.9.1/licenses/Liquibase Pro EULA Software License Subscription and Support Agreement.txt

SOFTWARE LICENSE SUBSCRIPTION AND SUPPORT AGREEMENT

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SERVICE.

BY USING THE SOFTWARE OR CLICKING AGREE, CUSTOMER IS AGREEING TO BE BOUND BY 
THIS AGREEMENT. IF YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF OR FOR THE 
BENEFIT OF YOUR EMPLOYER OR A THIRD PARTY, THEN YOU REPRESENT AND WARRANT THAT 
YOU HAVE THE NECESSARY AUTHORITY TO AGREE TO THIS AGREEMENT ON YOUR EMPLOYER'S 
OR THAT THIRD PARTY'S BEHALF.

This agreement is between Liquibase, Inc. a Delaware corporation (Liquibase) and
you, the customer entering into this agreement (Customer). The LiquibasePro
software, updates, documentation and license keys provided to Customer
(Software) are licensed and are not sold.

SCOPE. This agreement describes the licensing of the Software and support
provided to Customer under an order. Third party contractors and majority owned
affiliates of Customer can use and access the Software under the terms of this
agreement, and Customer is responsible for each of their compliance with such
terms.

1. LICENSE. Subject to the other terms of this agreement, Liquibase grants
Customer, under an order, a term based non-exclusive, non-transferable license
up to the license capacity purchased to use the Software only in Customer’s
internal business operations. Third party licenses delivered with the Software
may be subject to additional license rights and restrictions a set forth at
https://download.liquibase.org/lbpro-third-party-licenses/.

2. RESTRICTIONS. Customer may not:
a. Transfer, assign, sublicense, rent the Software, create derivative works of
the Software, or use it in any type of service provider environment;
b. Reverse engineer, decompile, disassemble, or translate the Software; or
c. Evaluate the Software for the purpose of competing with Liquibase Pro or
operate the Software other than in accordance with its technical documentation.

3. PROPRIETARY RIGHTS AND MUTUAL CONFIDENTIALITY.
a. Proprietary Rights. The Software, workflow processes, user interface,
designs and other technologies provided by Liquibase as part of the Software are
the proprietary property of Liquibase and its licensors, and all right, title and
interest in and to such items, including all associated intellectual property
rights, remain only with Liquibase and its licensors. The Software is protected
by copyright and other intellectual property laws. Customer may not remove any
product identification, copyright, trademark or other notice from the Software.
Liquibase reserves all rights not expressly granted.
b. Mutual Confidentiality. Recipient may not disclose Confidential Information
of Discloser to any third party or use the Confidential Information in
violation of this agreement.
Confidential Information means all information that is disclosed to the
recipient (Recipient) by the discloser (Discloser), and includes, among other
things:
 * any and all information relating to products or services provided by a
Discloser, software code, flow charts, techniques, specifications, development
and marketing plans, strategies, and forecasts;
 * as to Liquibase, the Software and the terms of this agreement, including
without limitation, all pricing information.
Confidential Information excludes information that:
 * was rightfully in Recipient's possession without any obligation of
confidentiality before receipt from the Discloser;
 * is or becomes a matter of public knowledge through no fault of Recipient;
 * is rightfully received by Recipient from a third party without violation of
a duty of confidentiality; or
 * is independently developed by or for Recipient without use or access to the
Confidential Information.

Recipient may disclose Confidential Information if required by law, but it will
attempt to provide notice to the Discloser in advance so it may seek a
protective order. Each party acknowledges that any misuse of the other party’s
Confidential Information may cause irreparable harm for which there is no
adequate remedy at law. Either party may seek immediate injunctive relief in
such event.

4. WARRANTY, REMEDY and DISCLAIMER. For new license purchases, Liquibase warrants
that the Software will perform in substantial accordance with its accompanying
technical documentation for a period of 60 days from the date of the order.
This warranty will not apply to any problems caused by software not licensed to
Customer by Liquibase, use other than in accordance with the technical
documentation, or misuse of the Software. The warranty only covers problems
reported to Liquibase during the warranty period or 30 days after. Customer will
cooperate with Liquibase in resolving any warranty claim.
A. EXCLUSIVE REMEDY AND SOLE LIABILITY. Liquibase will use commercially
reasonable efforts to remedy covered warranty claims within a reasonable period
of time or replace the Software, or if Liquibase cannot do so it will refund to
Customer the license fee paid. THIS REMEDY IS CUSTOMER’S EXCLUSIVE REMEDY, AND
LIQUIBASE’S SOLE LIABILITY FOR THESE WARRANTY CLAIMS.
B. DISCLAIMER OF WARRANTIES. LIQUIBASE DISCLAIMS ALL OTHER EXPRESS AND IMPLIED
WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTY OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER UNDERSTANDS THAT
THE SOFTWARE MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED.

5. TERMINATION. This agreement expires at the end of the license period
specified. Either party may terminate this agreement upon a material breach of
the other party after a 30 days’ notice/cure period, if the breach is not cured
during such time period. Upon terminationof this agreement or a license,
Customer must discontinue using the Software, de-install and destroy or return
the Software and all copies, within 5 days. Upon Liquibase's request, Customer
will provide written certification of such compliance.

6. SUPPORT. Liquibase’s technical support and maintenance services (Support) is
included with the license fees. Customer will receive best efforts e-mail
response for support within two business days from receipt of issue. Liquibase
may change its Support terms, but Support will not materially degrade during
any Support term.

7. LIMIT ON LIABILITY. There may be situations in which (as a result of
material breach or other liability) Customer is entitled to make a claim
against Liquibase. In each situation (regardless of the form of the legal action
(e.g. contract or tort claims)), Liquibase is not responsible for any damage and
does not have any liability beyond the greater of the amount paid or payable by
Customer to Liquibase within the 12 months prior to the event that gave rise to
the claim and in no event is Liquibase responsible for any: loss of data or
information; lost profits, revenue, or productivity; or other special,
consequential, incidental or indirect damages.

8. INTELLECTUAL PROPERTY INDEMNITY
a. Defense of Third Party Claims. Liquibase will defend or settle any third party
claim against Customer to the extent that such claim alleges that the Software
violates a copyright, patent, trademark or other intellectual property right,
if Customer, promptly notifies Liquibase of the claim in writing, cooperates with
Liquibase in the defense, and allows Liquibase to solely control the defense or
settlement of the claim. Costs. Liquibase will pay infringement claim defense
costs incurred as part of its obligations above, and Liquibase negotiated
settlement amounts, and court awarded damages. Process. If such a claim appears
likely, then Liquibase may modify the Software, procure the necessary rights, or
replace it with the functional equivalent. If Liquibase determines that none of
these are reasonably available, then Liquibase may terminate the Software and
refund any prepaid and unused fees. Exclusions. Liquibase has no obligation for
any claim arising from: Liquibase’s compliance with Customer’s specifications; A
combination of the Software with other technology where the infringement would
not occur but for the combination; or Technology not provided by Liquibase. THIS
SECTION CONTAINS CUSTOMER’S EXCLUSIVE REMEDIES AND LIQUIBASE’S SOLE LIABILITY FOR
INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.

9. GOVERNING LAW AND EXCLUSIVE FORUM. This agreement is governed by the laws of
the State of Delaware (without regard to conflicts of law principles) for any
dispute between the parties or relating in any way to the subject matter of
this agreement. Any suit or legal proceeding must be exclusively brought in the
federal or state courts for Travis County, Texas, and Customer submits to this
personal jurisdiction and venue. Nothing in this agreement prevents either
party from seeking injunctive relief in a court of competent jurisdiction. The
prevailing party in litigation is entitled to recover its attorneys’ fees and
costs from the other party.

10. OTHER TERMS.
a. Entire Agreement. This agreement and the order constitute the entire
agreement between the parties and supersede any prior or contemporaneous
negotiations or agreements, whether oral or written, related to this subject
matter. Customer is not relying on any representation concerning this subject
matter, oral or written, not included in this agreement. No representation,
promise or inducement not included in this agreement is binding.
b. Non-Assignment. Neither party may assign or transfer this agreement to a
third party, nor delegate any duty, except that the agreement and all orders
may be assigned, without the consent of the other party, as part of a merger,
or sale of all or substantially all of the business or assets, of a party.
c. Independent Contractors. The parties are independent contractors with
respect to each other.
d. Enforceability. If any term of this agreement is invalid or unenforceable,
the other terms remain in effect.
e. Survival of Terms and Force Majeure. All terms that by their nature survive
termination of this agreement for each party to receive the benefits and
protections of this agreement, will survive. Neither party is liable for events
beyond its reasonable control, including, without limitation force majeure
events.
f. Modification Only in Writing. No modification or waiver of any term of this
agreement is effective unless signed by both parties.
g. Export Compliance. Customer must comply with all applicable export control
laws of the United States, foreign jurisdictions and other applicable laws and
regulations.
h. US GOVERNMENT RESTRICTED RIGHTS. If Customer is a United States government
agency or acquired the license to the Software hereunder pursuant to a
government contract or with government funds, then as defined in FAR §2.101,
DFAR §252.227-7014(a)(1) and DFAR §252.227-7014(a)(5) or otherwise, all
Software provided in connection with this agreement are “commercial items,”
“commercial computer software” or “commercial computer software documentation.”
Consistent with DFAR §227.7202 and FAR §12.212, any use, modification,
reproduction, release, performance, display, disclosure or distribution by or
for the United States government is governed solely by the terms of this
agreement and is prohibited except to the extent permitted by the terms of this
agreement.
i. No PO Terms. Liquibase rejects conflicting terms of a Customer’s
form-purchasing document.
j. Order of Precedence. If there is an inconsistency between this agreement and 
an order, the order prevails.