Redgate Master Perpetual EULA
Unless expressly agreed otherwise in writing by the parties, any use of Our software (other than subscription software,
which is subject to Our Subscription EULA) is subject to the terms of this end user license agreement (“Agreement”).
Please read the full Agreement carefully.
You confirm that You accept and agree to be legally bound by all terms and conditions of this Agreement by placing anorder and/or downloading and/or installing and/or using the Licensed Software. If You do not accept these terms, do not
download, install or use the Licensed Software. Where an individual downloads and/or installs the Licensed Software forbusiness use, such individual represents that they have the authority to agree to the terms of this Agreement on behalf of
their employer.
IMPORTANT NOTICE:
This Agreement and Your Redgate quote shall prevail over Your standard terms and conditions (if any) attached to,
enclosed with, or referred to in, Your purchase order or order confirmation.
TERMS AND CONDITIONS
1LICENSE

1.1

Evaluation License. You are entitled to a free trial of any Licensed Software (other than Freeware) for the purposesof deciding whether or not the applicable Licensed Software meets Your requirements (“Evaluation Period”).
During each Evaluation Period the terms in Schedule 1 will apply.

1.2

Perpetual License. We grant You in perpetuity a limited, personal, non-exclusive, and non-transferable license
to use the Licensed Software, subject to any applicable Product Specific Terms. Use of any Preview Software may
be time limited and shall only be used for evaluation.

1.3

The rights under this Agreement are personal to You. You may not rent, lease, sub-license, sell, pledge, assign thebenefit or delegate the burden of this Agreement or Licensed Software or hold this Agreement on trust for any otherperson. You shall ensure that Your employees comply with the terms of this Agreement, and You agree to be
responsible for the acts and omissions of Your employees with respect to the use of the Licensed Software.

1.4

Except as stated in this Agreement, You have no right to use, copy, publish, display, distribute in whole or in part,modify or translate the Licensed Software or any part thereof. You may only decompile, reverse engineer, ordisassemble the object code of the Licensed Software either in whole or in part, as expressly permitted by any
intellectual property law.

1.5

You shall not use the Licensed Software to develop or license a product that is substantially similar to or competitive
with Our software.

1.6

Third Party Files. The Licensed Software may contain or be provided with Third Party Files, which are subject totheir own separate license terms. We shall not be liable under this Agreement for Your access and use of such
Third Party Files. Your use of any Third Party Files is subject to Your compliance with the applicable license terms.

2

OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS

2.1

You acknowledge that: (a) the Licensed Software is licensed and not sold, and all Intellectual Property Rights in or
relating to the Licensed Software are owned by or licensed to Us; (b) except as expressly granted under the
Agreement, You have no rights in the Licensed Software; and (c) We shall have the right to use Your name and/or
logo on customer lists on Our website and in other marketing material.

2.2

You hereby agree to refrain from any action which would diminish Our Intellectual Property Rights in or relating to
any Licensed Software or which would call those rights into question.

2.3

You agree not to delete, remove or alter any trade marks, logos, copyright notices or similar proprietary notices ormarks of Ours or Our licensors, including without limitation any electronic watermarks or other identifiers that may
be incorporated in the Licensed Software. All representations of Our name or logo must remain as originally
distributed.

3

PAYMENT

3.1

Fees shall be paid by You in full, and any levies, duties and/or taxes imposed on You in Your jurisdiction (including,but not limited to, value added tax, sales tax, use tax and withholding tax), shall be borne solely by You. You may
not deduct any amounts from the Fees.
13.2

License Fees shall be paid by You on the payment due date set out in the Redgate invoice issued to You.

3.3

The Support Fees shall be due on the applicable anniversary of the Support Package renewal date and shall be
paid by You on the payment due date on the Redgate invoice issued to You.

3.4

We reserve the right to charge interest of 2% above Bank of England base rate in force from time to time, on anylate payments due under this Agreement until such amount is paid.

3.5

Where You have obtained any Licensed Software through a Reseller, the terms You have agreed with such
Reseller solely in relation to payment and invoicing will apply instead of this clause 3, all other terms of thisAgreement shall apply to You and will remain in full force and effect.

3.6

Where You have chosen to pay Us using Recurring Billing the additional terms set out in Schedule 2 shall apply.

4

CONFIDENTIALITY AND FEEDBACK

4.1

The structure, organization, and source code of the Licensed Software, and any information related thereto in any
documentation are proprietary confidential information of Ours and Our licensors, together with the terms of thisAgreement and any pricing information contained in Your Redgate quote. You agree not to provide or disclose any
such proprietary confidential information of Ours (including relating to or derived from the Licensed Software) to
any third party.

4.2

The provisions within clause 4.1 will not apply to the extent that:
4.2.1

such information is in the receiving party’s possession free from any restriction as to its use or
disclosure; or

4.2.2

the receiving party can demonstrate that such information is in the public domain (other than as a resultof an unauthorized disclosure).

4.3

Regardless of clause 4.1, You are permitted to disclose Our proprietary confidential information which You arerequired to disclose by law provided that prior to such disclosure You have: (a) (i) given Us reasonable written
notice of such proposed disclosure,(b) agreed with Us the content of the disclosure, provided that it shall not limit
the disclosure in a manner which would prevent You from complying with a statutory or regulatory obligation or
court order; and (c) You take all steps to ensure that the recipient agrees to maintain the confidentiality of theinformation.

4.4

If You provide any ideas, suggestions or other input to Redgate relating to any Redgate products including Preview
Software (“Feedback”), Redgate may use such Feedback at its sole discretion including in the development andlicensing of its products, without an obligations or restrictions.

5

WARRANTY AND SUPPORT

5.1

Other than as provided in clause 10.10.2(i), We warrant to You that:
5.1.1

We own the Intellectual Property Rights in the Licensed Software and/or have the right to grant alicense to You;

5.1.2

in creating the Licensed Software, We have not knowingly infringed the intellectual property rights ofthird parties; and5.1.3

for a period of 90 days from the first installation of the Licensed Software (or, if applicable,90 days
from the end of the Evaluation Period if You continue to use the Licensed Software) the Licensed
Software shall operate substantially in accordance with its description. However, You acknowledge
that the Licensed Software is of such a complexity that there may be inherent defects and that therefore
We can give no warranty that the Licensed Software is free from error or defect or that operation of theLicensed Software shall be uninterrupted.

5.2

Other than as provided for in clauses 5.1 and 10.10.2(i), We do not offer any warranty related to the Licensed
Software and/or the Support Package, either express or implied, including but not limited to implied warranties offitness for purpose or satisfactory quality, save for any non-excludable rights and remedies You may have underlaw. The Licensed Software has been developed as a standard product for use by a wide variety of users and so
We are unable to warrant that the Licensed Software will meet any particular user needs. You shall take full
responsibility for ensuring that the Licensed Software is suitable for Your intended purposes and to facilitate
investigation into such suitability, We offer a free Evaluation Period.

5.3

Regardless of clause 5.1, any Core Edition Software, Preview Software and Freeware are provided “AS IS” withno representation, guarantee or warranty of any kind as to their functionality, quality, performance, suitability or
fitness for purpose. All other terms, conditions, representations and warranties expressed or implied whether bystatute or otherwise are hereby expressly excluded, and the provisions of clauses 5.1, 5.4 and 9.2 shall not apply2

to the Core Edition Software, Preview Software and Freeware. Further Redgate is under no obligation to release
Preview Software as part of the Licensed Software or any other software.
5.4

Support. You may purchase a Support Package with certain of the Licensed Software, and when purchased,
provision of the Support Package shall be subject to the terms of this Agreement. In relation to and without
prejudice to the generality of clause 5.2 above, We provide support to Our users on Support Packages via Our
website and user forums. You accept that, although We will use reasonable efforts to solve problems identified bypurchasers of the Support Package, the nature of software is such that no guarantee can be provided that any
particular problem will be solved. You accept that, where a particular problem requires an update to the Licensed
Software, the scheduling of any new releases and the functionality those releases contain shall be under Our solecontrol. If You have not purchased a Support Package, You will not be entitled to any support including, updates,
upgrades or new releases for the Licensed Software.

6

LIMITATION AND EXCLUSION OF LIABILITY

6.1

Nothing in this Agreement shall limit or exclude either party’s liability for: (a) personal injury or death resulting fromnegligence; (b) fraud; or (c) any other matter for which liability cannot be excluded by law.

6.2

Subject to clause 6.1 and other than as provided in clause 10.10.2(ii), neither party shall be liable to the other party
for any indirect, special or consequential loss or damage whatsoever arising under or in relation to this Agreement(whether in contract, tort (including negligence), or otherwise). We shall not be liable to You for any of the following
types of loss or damage arising under or in relation to this Agreement: (a) any loss of profits, business, contracts,
anticipated savings, goodwill, or revenue; or (b) any loss, or corruption, of software or data; or (c) any loss of useof hardware, software or data.

6.3

Subject to clauses 6.1 and 6.2, Our aggregate liability under and in connection with this Agreement howsoever
caused shall be limited in all cases to the aggregate sum of the License Fees paid in the 12 months prior to theevent giving rise to the liability. In relation to the Core Edition Software, Preview Software and Freeware, Our soleliability under this Agreement, subject to clause 6.1 shall be limited to ten pounds (GBP10).

6.4

The provisions of this clause allocate risks under this Agreement between You and Us, and the Fees reflect thisallocation of risks and these limitations of liability.

7

LICENSE TERM, INITIAL SUPPORT TERM, RENEWAL TERM, TERMINATION AND RETIRED SOFTWARE

7.1

Your license shall commence upon the License Start Date and shall continue in perpetuity unless terminated inaccordance with clause 7.3.

7.2

Any Support Package You purchase will be provided for the Initial Support Term, unless terminated in accordancewith clause 7.3. Thereafter, Your Support Package for the certain Licensed Software shall be automaticallyrenewed for 12 months (each a “Renewal Term”), unless either party notifies the other party of termination of the
Support Package in writing, at least 30 days before the end of the Initial Support Term or any Renewal Term, inwhich case the Support Package shall terminate upon the expiry of the applicable Initial Support Term or Renewal
Term.

7.3

We may terminate Your license and/or Support Package immediately upon written notice to You if: (a) You fail tomake payments for the Licensed Software and/or any Support Package, when due and You do not make payment
within 10 days of being notified in writing to do so; or (b) You breach any of the provisions of this Agreement otherthan payment, which are either not capable of being remedied or where they are capable of being remedied You
fail to remedy within 30 days of being notified to do so; or (c) You take or have taken against You (other than inrelation to a solvent restructuring) any step or action which would result in You; (i) entering into bankruptcy,
administration, provisional liquidation or any composition or arrangement with Your creditors; (ii) being wound up(whether voluntarily or by order of the court), (iii) being struck off the register of companies; (iv) having a receiverappointed to any of Your assets, or You entering a procedure in any jurisdiction with similar effect to the provisions
in this subclause (c).

7.4

Where all of your licenses have been terminated in accordance with clause 7.3, then the Agreement shall terminate
in its entirety.

7.5

Upon termination of this Agreement: (a) You must cease use of the Licensed Software, and uninstall, destroy or
put beyond use all copies of the Licensed Software in Your possession or control; and (b) the provisions of clauses
1.5, 1.6, 2, 3 (for any Fees that remain due and owing), 4, 5.2, 5.3, 6, 7, 9, 10.1 to 10.911 and 11 will remain in
effect.

7.6

The termination of this Agreement howsoever arising shall not affect the rights, duties and liabilities of either party
accrued prior to termination.

3

7.7

Retired Software. We reserve the right to retire the Licensed Software on 30 days' written notice by Us at any time
during the License Term.

7.8

We shall continue to provide the Support Package for the Retired Software for the remainder of Your Initial Support
Term or Renewal Term (as applicable), except in the circumstances set out in clause 7.9. On the expiry of such
Initial Support Term or Renewal Term, or if none, on expiry of the notice period in clause 7.7, Your continued useof the Retired Software shall be subject to the terms of the Retired Software EULA, which can be viewed at:https://www.red-gate.com/assets/purchase/assets/retired-software-eula.pdf.

7.9

If You take a license of a new or alternative software product offered by Us as a replacement for Your license of
the Retired Software, clause 7.8 shall not apply to You and with effect from the date You are granted access tosuch replacement product: (a) Your license to the Retired Software shall terminate; (b) the replacement productshall become the Licensed Software governed by the terms of this Agreement, and the applicable Product SpecificTerms shall apply; and (c) any Support Package shall apply to the replacement product and not the Retired
Software.

8

DATA COLLECTION AND PRIVACY NOTICE

8.1

Information collected by Us will only be used for the purposes described in this Agreement. Please see Our Privacy
Notice, for further information on how We collect and use data which can be viewed at: https://www.redgate.com/privacy.

8.2

Nothing herein shall be construed as prohibiting Us from utilizing any Usage Data, which We may collect tooptimize and improve the Licensed Software, or otherwise operate Our business. We will only share Your Usage
Data with Our third party processors as required to operate Our business, Our third party processor list can beviewed at: https://www.red-gate.com/website/third-parties.

8.3

You hereby authorize Us to aggregate and collect, for Our own purposes and analysis, user information, usage
stats and other relevant data about Your use of the Licensed Software as part of the Usage Data.

9

THIRD PARTY CLAIMS

9.1

You agree to indemnify Us from any loss or damage whether in contract, tort (including negligence), or otherwise,
if a third party claims that Your use of the Licensed Software causes Us any loss or damage, except in thecircumstances in clause 9.2 below.

9.2

If any claim is brought against You alleging that Your use of the Licensed Software in accordance with thisAgreement infringes the rights of any third party, You shall promptly notify Us and supply full details of the claim.
The two of us shall consult together on an appropriate course of action and seek to minimize the effect of any claimon the respective businesses. We shall have the right, but not the obligation, to take control of all negotiations andlitigation arising out of the claim. We will pay any damages and costs awarded against You in connection with any
claim subject to the limitations of liability in clause 6. We shall have the right, at Our sole choice, to either: (i) use
reasonable efforts to negotiate terms for continued use by You of the claimed infringing software; or (ii) use
reasonable efforts to amend the Licensed Software to make it non-infringing; or (iii) terminate this Agreement withimmediate effect.

10

GENERAL

10.1

Governing law and settlement of disputes. This Agreement (and any dispute or claim relating to it, or its
formation, existence, construction, performance, validity or termination) will be governed by and construed inaccordance with the laws of England. The courts of England and Wales shall have non-exclusive jurisdiction tosettle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation(including non-contractual disputes or claims). Without prejudice to any other rights or remedies that We may have,
You acknowledge and agree that damages alone would not be an adequate remedy for any breach of clauses 1,
2, 4 and/or the Product Specific Terms by You. Accordingly, We shall be entitled to seek an injunction or other
equitable relief for any threatened or actual breach of those clauses.

10.2

Compliance with applicable law. You agree that, notwithstanding clause 10.1 above, You may be subject toadditional laws in other jurisdictions with respect to Your use of the Licensed Software in such jurisdictions. You
agree to comply with the laws of any such jurisdiction including, without limitation, any applicable export laws or
regulations.

10.3

Severability. If any provision or part of any provision in this Agreement is found to be illegal, invalid or
unenforceable for any reason then the remaining provisions or part provisions remain unaffected and the parties
shall meet promptly to discuss in good faith and agree an alternative provision or part provision that provides as
closely as possible, the same commercial effect as the original.
4

10.4

No waiver. No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it,
nor will any partial exercise preclude any further exercise of the same, or of some other right, power or remedy.

10.5

No third party rights. We and You do not intend that any of this Agreement will be enforceable by virtue of theContracts (Rights of Third Parties) Act 1999 by any person not a party to it and all rights by virtue of the Contracts(Rights of Third Parties) Act 1999 are hereby excluded.

10.6

No Assignment. You are not permitted to assign or transfer this Agreement or any rights granted to You to any
third party without Our prior written consent. If We consent to the assignment, this Agreement will be binding onYour successors and assigns.

10.7

Audit. Where the business model and payment for any Licensed Software is dependent on Your level of use (e.g.
number of people or servers), You agree that We shall be entitled to inspect Your records annually to ensure that
You are in compliance with the terms of this Agreement and have not exceeded the use that You have paid for.
Any audit may be conducted by Us or Our third party agents during normal business hours.

10.8

Entire agreement. This Agreement including its schedules which are incorporated herein and form part of theAgreement, together with Your Redgate quote contains all the terms which the parties have agreed in relation to
the subject matter of this Agreement and supersedes any prior oral agreements, representations or understandings
between the parties in relation to such subject matter.

10.9

Revisions to terms. We reserve the right to revise the terms of this Agreement by updating this Agreement on
Our website. You are advised to check the website periodically for notices concerning such revisions. If You do notagree with any such revision You may terminate Your agreement within 10 days of the relevant revision without
liability to Us. Your continued use of the Licensed Software after this period shall be deemed to constituteacceptance of any revised terms. No revisions will apply retrospectively.

10.10

Consumer regulations.

10.11

10.10.1

This clause applies to Consumers only. You shall have the right to cancel this Agreement 14 days
from the date You agree to be obliged to pay for the Licensed Software and/or Support Package under
this Agreement. Should You wish to cancel this Agreement under this clause 10.10, You must notify
Us of Your decision to cancel by either: (a) returning a completed Model Cancellation Form (a copy ofwhich is available here: https://www.red-gate.com/privacy) to Us; or (b) sending Us an email clearly
confirming Your decision to: orders@red-gate.com. If You have any complaints about this Agreement,
including complaints about the Licensed Software and/or Support Package, please raise these withRedgate using the relevant contact details: https://www.red-gate.com/our-company/contact-us.

10.10.2

Australian Consumer Law.
(i)

Despite clause 5 Our goods and services come with guarantees that cannot be excluded underthe Australian Consumer Law. For major failures with the service, You are entitled:(i) to cancel
Your service contract with Us; and (ii) to a refund for the unused portion, or to compensation
for its reduced value. You are also entitled to choose a refund or replacement for major failureswith goods. If a failure with the goods or a service does not amount to a major failure, You areentitled to have the failure rectified in a reasonable time. If this is not done You are entitled toa refund for the goods and to cancel the contract for the service and obtain a refund of any
unused portion. You are also entitled to be compensated for any other reasonably foreseeable
loss or damage from a failure in the goods or service. If You think that the Licensed Software
does not operate substantially in accordance with its description within the warranty period
specified in clause 5.1.3, and You wish to make a claim under the warranty in clause 5.1.3,
You must contact Us using the relevant contact details: https://www.red-gate.com/ourcompany/contact-us and provide details of how You think that the Licensed Software does notmeet that warranty. You are responsible for any expenses You may incur in connection withmaking a claim under the warranty in clause 5.1.3.

(ii)

Despite clause 6 and any other provision in this Agreement, if the Competition and Consumer
Act 2010 (Cth) (including the Australian Consumer Law in Schedule 2 of that Act) provides that
there is a guarantee in relation to any good or service supplied by Us in connection with thisAgreement, and Our liability for failing to comply with that guarantee cannot be excluded but
may be limited, then clauses 6.2, 6.3, clause 3 of Schedule 1, and any other limitation of Our
liability in this Agreement, do not apply to that liability and instead Our liability for such failure
is limited to (at Our election): (i) in the case of a supply of goods, replacing the goods or
supplying equivalent goods, repairing the goods, paying the cost of replacing the goods or of
acquiring equivalent goods, or paying the cost of having the goods repaired; or (ii) in the caseof a supply of services, supplying the services again or paying the cost of having the services
supplied again.

Notices. References to notices being “written” or “in writing” includes email.
5

10.12Updating Your information. Where You have updated Your company details including but not limited to Youraddress, name or email domain, You are required to notify Us to ensure the parties can continue to meet their
obligations under this Agreement, please email Us at: legal@red-gate.com.

11

DEFINITIONS

11.1

In this Agreement, capitalized terms shall have the meanings set out below or the relevant Schedule.
“Core Edition Software” means the software identified as available for licensing on a free basis as “Core Edition
Software” on Our website https://www.red-gate.com/support/license/software-editions#perpetual, selected by You
and licensed to You under this Agreement, but expressly excluding the Third Party Files;“Fees” means the License Fee(s) and, if applicable, the Support Fee(s), excluding VAT and all other relevant taxes,
where applicable;“Freeware” means the software identified as available for licensing on a free basis as “Freeware” on Our website
https://www.red-gate.com/support/license/software-editions#perpetual selected by You and licensed to You under
this Agreement, but expressly excluding the Third Party Files;“Intellectual Property Rights” means patents, registered designs, registered trade and service marks, registeredcopyright and modifications to and applications for any of the foregoing and the right to apply for protection for suchregistered rights anywhere in the world and inventions, discoveries, copyright, database right, unregistered tradeor service marks, brand names or know-how and any similar or equivalent rights whether capable of registration or
not arising, applied for or granted worldwide;“Initial Support Term” means the initial term for which We agreed to provide the Support Package to You, startingon the License Start Date;“License Fee(s)” means the fee(s) payable by You under this Agreement to Us for the license(s) granted to the
Licensed Software as detailed by Us from time to time including through Our website, as part of a written quotation
or renewal;“Licensed Software” means the software, identified as available for licensing on a perpetual basis as “Perpetual
Software” on Our website https://www.red-gate.com/support/license/software-editions#perpetual and as is selectedby You and licensed to You under the this Agreement, including any related manuals, help files or otherdocumentation but expressly excluding the Third Party Files;“License Start Date” means the earlier of: (a) the date of the invoice issued to You by Us under this Agreement;or (b) the date You pay the applicable Fees;“Our”, “Redgate”, “Us” and “We” means Red Gate Software Limited, a company registered in England withcompany number 3857576 and registered office at Cavendish House, Cambridge Business Park, Cambridge CB40XB, England;“Preview Software” means any beta version of the software made available to You for evaluation prior to full
release;“Privacy Notice” means the document entitled Privacy Notice on Our website (https://www.red-gate.com/privacy);“Product Specific Terms” means the terms applicable to a specific item of Licensed Software as set out on Our
website: https://www.red-gate.com/support/license/product-specific-terms#perpetual;“Recurring Billing” means where You have chosen and give Us authority to charge You and take payment for the
Licensed Software on a recurring basis;“Renewal Term” has the same meaning set out in clause 7.2;
“Reseller” means any third party authorised by Us to sell licenses to the Licensed Software;"Retired Software" is Licensed Software that has been retired as per clause 7.7;
“Support Fees” means the fee(s) for supporting the Licensed Software as detailed by Us from time to time including
through Our website, as part of a written quotation or renewal;“Support Package” means the support and upgrade package purchased by You for the Licensed Software as
described here: https://www.red-gate.com/support/policy;“Third Party Files” means the files identified in the installer, documentation, readme’s or notice files for theapplicable Licensed Software as third party files, including any open source software or third party plug-ins;“Usage Data” means the statistical usage data derived from the operation of the Licensed Software, including any
activity data of Yours and Your employees and the performance results for the Licensed Software. This Usage
Data shall exclude Your confidential information; and“You” and “Your” means either: (a) an individual, where such individual downloads and/or installs the Licensed
Software for their own personal use (also referred to as a “Consumer”); or (b) an organization or legal entity
6

whereby either: (i) an employee or individual contractor of such organization or legal entity, or (ii) the Licensed
Software has been installed automatically or via a script for use by or in such organization or legal entity.

7

Schedule 1
Evaluation Period1

We grant You the right to use any Licensed Software for the applicable Evaluation Period. The length of the
Evaluation Period is confirmed on the relevant product page for the applicable Licensed Software on Our website.
The Evaluation Period may be extended by written agreement with Us.

2

To the extent permitted by law and subject to the other non-excludable rights and remedies You may have under
law in relation to the relevant Licensed Software, during the Evaluation Period, You hereby agree that:
2.1

any Licensed Software is provided “AS IS” with no representation, guarantee or warranty of any kind as toits functionality, quality, performance, suitability or fitness for purpose; and2.2

all other terms, conditions, representations and warranties expressed or implied whether by statute orotherwise are hereby expressly excluded.

3

Other than as provided in clause 10.10.2(ii) of this Agreement, We shall not be liable for any claim, damages orother liability arising from or in connection with Your use of any Licensed Software during the Evaluation Period.

4

For the avoidance of doubt, during any Evaluation Period: (a) clauses 5.1, 6.3 and 9.2 of this Agreement shall not
apply; and (b) clause 9.1 shall apply except that the reference to clause 9.2 is deleted.

5

Before or upon expiry of the Evaluation Period:
5.1

if, in Your sole opinion, the Licensed Software has met Your requirements, and You wish to continue to
use the Licensed Software beyond the end of the Evaluation Period, You can decide whether to obtain alicense to the Core Edition Software or the equivalent License Fee version. The Evaluation Period shall
automatically terminate when You place an order for the Licensed Software. Once the appropriate license
has been obtained or You have placed Your order, this Agreement shall continue in force (except that thisSchedule 1 shall no longer apply).

5.2

if You decide that the Licensed Software does not meet Your requirements, or otherwise do not wish toenter into a paid up License, then You shall destroy the Licensed Software and all copies, in any form
including partial copies of the Licensed Software received from Us or made in connection with thisevaluation and all documentation relating thereto. Any rights of Yours to use the Licensed Software shallcease.

8

Schedule 2
Recurring BillingThis Schedule 2 is only applicable where You have chosen to pay for the Licensed Software using Recurring Billing.
1

Definitions“Billing Account” means the account number associated with Your billing information and set out within Your
Redgate quotes and invoices; and“Redgate ID” means Your user account to Redgate’s website (www.red-gate.com), which enables You to accessthe Customer Portal.

2

Order Placement and Acceptance

2.1

You can sign up for Recurring Billing with Us by:
2.1.1

online via Redgate’s website (www.red-gate.com); or

2.1.2

using the payment link on Your Redgate quote or invoice.

2.2

All order details shall be written in English. You can modify Your order details before Redgate’s acceptance ofYour order by emailing Us at: orders@red-gate.com. English is the preferred language for all order related inquiries.

2.3

Tax. Where You are subject to indirect taxes including but not limited to VAT, sales tax, goods and services tax,
You shall provide Us with Your valid tax number or if You are exempt from tax, You shall provide us with Your valid
tax exemption certificate by emailing Us at: orders@red-gate.com.

2.4

You will be required to sign in to Redgate’s website using Your Redgate ID or will be required to create a Redgate
ID if You are a new customer.

2.5

If You are new to Recurring Billing, We will ask You to provide Us with Your payment information and authorization
to charge You on a Recurring Billing basis. The authorization shall be used to pay Your first Recurring Billing orderand any future orders that are applied to Your Billing Account. These payment details shall be used to collectpayment either: (a) immediately for Your first Recurring Billing order; or (b) when due for payment as set out onYour Redgate invoice.

2.6

Once Your order is placed You shall receive an email confirming Your order has been placed to the “Bill to” email
address on Your Redgate quote or invoice.

2.7

Acceptance. Where We have accepted Your order You shall receive an invoice from Us sent to the “Bill to” email
address on Your Redgate invoice. You shall be able to access Your license to the Licensed Software by logging
into the Customer Portal.

3

Payment

3.1

Payments by credit card. Redgate accepts major debit and credit cards via Our third party payment gateway
provider Stripe. Redgate is not responsible for any payment failure resulting from inaccurate card details provided
by You when placing Your order, any restrictions applicable to Your card by Your bank, or payment gateway failure.
When processing Your credit card transactions, these details are solely collected by Our third party payment
gateway provider, Redgate does not record or access Your card details. Where Your card details have expired,Your new card details will automatically be updated by Stripe.

3.2

Payments via third parties. Redgate accepts payment via GooglePay and ApplePay. Your use of any third party
payment is subject to Your compliance with the applicable terms of service.

4.

Recurring Billing

4.1

Where an individual enters into Recurring Billing, they represent that they have full authority to do so and that they
are over 18 years of age.

4.2

You agree that the payment method specified by You for Recurring Billing is and will continue to be linked to an
account that You own or are otherwise legally authorized to use, and that You will maintain funds or credit limit in
the account linked to Your chosen payment method, as applicable to pay using Recurring Billing.

4.3

Renewals. If Your license renews in accordance with clause 7.2 of the Agreement, You authorize Redgate tocharge Your chosen payment method automatically at the payment due date and amount set out on Your Redgate
invoice.
94.4

Where You wish to change the payment method associated with Recurring Billing, please email us at: orders@redgate.com.

4.5

Where You have signed up to pay Us through Recurring Billing Your payment for all subsequent orders associatedwith Your Billing Account shall be taken using Your selected payment method, unless You advise Us otherwise inwriting by emailing Us at: orders@red-gate.com.

LAST UPDATED: September 06 202410