End-User License Agreement

This End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single legal entity) and ThinkUI Software Inc. (THINKUI), which covers your use of the ThinkUI SQL Client and related software components ("Software Product").

A software license and a license key or serial number ("Software Product License"), issued only by THINKUI or its authorized agents to a designated user may be required according to the following agreement.

If you do not agree to the terms of this EULA, then do not download, install or use the Software Product or the Software Product License. By explicitly accepting this EULA you are acknowledging and agreeing to be bound by the following terms:

1. Grant of License

According to your order, THINKUI grants you a non-exclusive, non-transferable license to use the Software Product under certain obligations and limited rights as set forth in this agreement:

• Single-User License: THINKUI grants the non-exclusive, non-transferable right for a single user to use this Software Product. Each additional user of the Software Product requires an additional Software Product License. You may use each Software Product License on more than one computer system, as long as it is always used by the same user. You may transfer the Software Product License to a different user only if you remove all previous installations completely.
• Single-Machine License: THINKUI grants the non-exclusive, non-transferable right to install this Software Product on a single computer system. Each additional installation of the Software Product requires an additional Software Product License. You may transfer the Software Product License to a different computer system only if you remove the previous installation completely.
• Site License: THINKUI grants the non-exclusive, non-transferable right to install and use this Software Product on an arbitrary number of computer systems on one site.

THINKUI issues a Software Product License that allows you to use the Software Product accordingly. You may not disclose the Software Product License in any way.

Backup Copy: You may make copies of the Software Product and the Software Product License as reasonably necessary for the use authorized above, including as needed for backup and/or archival purposes. No other copies may be made. Each copy must reproduce all copyright and other proprietary rights notices on or in the Software Product.

2. License to Distribute Redistributable Files

• You don't manually include any other part of the ThinkUI SQL Client in generated files and don't violate any other part of this agreement or third-party rights
• You do not remove or alter any proprietary legends or notices contained in or on the redistributables
• You only distribute the redistributables with a license agreement that protects THINKUI's interests consistently with the terms contained in this agreement
• You agree to defend and indemnify THINKUI from and against any damages, costs, liabilities, settlement amounts and/or expenses (including attorneys' fees) incurred in connection with any claim, lawsuit or action by any third party that arises or results from the use or distribution of any redistributable files.

3. Restricted Use for Evaluation

4. Support Services

Any supplemental software code or related materials that THINKUI provides to you as part of the support services, in periodic updates to the Software Product or otherwise, is to be considered part of the Software Product and is subject to the terms and conditions of this EULA.

With respect to any technical information you provide to THINKUI as part of the support services, THINKUI may use such information for its business purposes without restriction, including for product support and development. THINKUI will not use such technical information in a form that personally identifies you without first obtaining your permission.

5. Restrictions

You may not tamper with, alter, or use the Software Product in a way that disables, circumvents, or otherwise defeats its built-in licensing verification and enforcement capabilities.

You may not remove or alter any trademark, logo, copyright or other proprietary notice, legend, symbol or label in the Software Product. You may not modify or create derivative copies of the Software Product License.

You may not reverse engineer, decompile, defeat license encryption mechanisms, or disassemble the Software Product or Software Product License except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. You may not rent, lease, lend, or in any way distribute or transfer any rights in this EULA or the Software Product to third parties without THINKUI's written approval, and subject to written agreement by the recipient of the terms of this EULA.

The Software Product is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, in which the failure of the Software Product, or any software, tool, process, or service that was developed using the Software Product, could lead directly to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). Accordingly, THINKUI and its suppliers and licensors specifically disclaim any express or implied warranty of fitness for High Risk Activities. You agree that THINKUI and its suppliers and licensors will not be liable for any claims or damages arising from the use of the Software Product, or any software, tool, process, or service that was developed using the Software Product, in such applications.

6. Third Party Rights

7. Limited Warranty

The limitation period is one year, if not otherwise regulated by law, and starts with the service provision.

To the maximum extent permitted by applicable law, THINKUI and its third party suppliers and licensors disclaim all other representations, warranties, and conditions, expressed, implied, statutory, or otherwise, including, but not limited to, implied warranties or conditions of merchantability, satisfactory quality, fitness for a particular purpose, title, and non-infringement. The entire risk arising out of use or performance of the software product remains with you.

8. Limitation of Liability

THINKUI is fully liable in case of intention, gross negligence, loss from physical injury, severe organizational failure or in case of an acceptance of guarantee.

Liability for slight negligence is limited to material breach of contractual obligations and in that case to the typically predictable loss. Any further liability is excluded. Contributory negligence of the licensee and other parties will be taken into account. Any liability under the terms of product liability laws remains unaffected.

You agree to ensure that a data backup is performed on all computers that the Software Product or redistributable parts of it are used on. In case of loss of data, liability is limited to the cost that would arise in the case where a proper backup has been performed.

The limitation period is one year, if not otherwise regulated by law, and starts with the service provision.

Any limitation of THINKUI's liability also applies to your staff, agents and associated companies.

9. General

This EULA is governed by the laws of Canada. Exclusive jurisdiction and place of performance is Ontario, Canada, as long as permitted by applicable law. The United Nations Convention for the International Sale of Goods shall not apply.

This EULA is the entire agreement between THINKUI and you, and supersedes any other communications or advertising with respect to the Software Product; this EULA may be modified only by written agreement signed by authorized representatives of you and THINKUI.

If any provision of this EULA is held invalid, the remainder of this EULA shall continue in full force and effect.

All rights not expressly granted in this agreement are retained by THINKUI.

10. Contact Information