SQL Pretty Printer END USER LICENSE AGREEMENT
The individual installing or using this software represents and warrants that he or she has authority
to enter into this Agreement with Gudu Software on behalf of the Licensee, that he or she has readthe terms and conditions set out herein and that the Licensee accepts and agrees to be bound by thisAgreement.
If the Licensee does not agree with the terms and conditions, the Licensee must not use or permit
the use of the Product.
1. Definitions
Authorized Machine means a single installation of a copy of the Product on a single physicalcomputer.
Authorized Use means the defined number of copies or instances of the Product that may be used byLicensee, and where applicable, limited to the number of Authorized Machines, as designated in the
Quote/Receipt/Invoice issued by Gudu Software.
Authorized Users means the number of Authorized Machines, as designated in the
Quote/Receipt/Invoice issued by Gudu Software.
Authorized User means a person or user account who is licensed to use the Product, regardless ofwhether that person is an employee, contractor, subcontractor, vendor, partner or customer of theLicensee.
Commencement Date means the date that Gudu Software processes payment of the License or
Maintenance Fees from Licensee.
Desktop Version means a version of the Product that works outside host application such as Visualstudio or SQL Server management studio , as a standalone application.
Add-In Version means a version of the Product that works inside Visual studio or SQL Server
management studio.
License means the right to use the Product as defined by Authorized Use.
Licensee means the individual or entity (inclusive of affiliates and subsidiaries) that has licensed theProduct under the terms and conditions of this Agreement.
Product means the Gudu Software product defined in the Quote/Receipt/Invoice delivered by Gudu
Software to Licensee, including any documentation and updates provided under the terms of thisAgreement in accordance with Clause 5.
Protected Code means source code contained within the Product that is protected against access byGudu Software.
2. License Fee
A one-time fee paid by Licensee to Gudu Software, as designated by Product, in consideration for theAuthorized Use of the Product. License fee is nonrefundable and payable upon acceptance of theterms and conditions set out herein.
3. Grant of LicenseSubject to the terms of this Agreement, including limitations defined by the License, Gudu Software
hereby grants to Licensee, and Licensee accepts from Gudu Software, a perpetual, irrevocable, fullypaid, worldwide, non-exclusive, nontransferable (except pursuant to Clause 18 below), nonsublicensable (except to Licensee's related entities) License to use the Product as defined byAuthorized Use.
4. No Warranty
Except as described in this Agreement and save as provided in Clauses 13 and 14 below, the Productis provided on an "as is" and "as available" basis without warranty, express or implied, of any kind ornature, including, but not limited to, any warranties of performance or merchantability or fitness fora particular purpose, including without limitation that Gudu Software does not warranty that theProduct will be error-free, complete, or correct. Gudu Software provides evaluation copies of theProduct so that customers can assess the Product.
5. Gudu Software's Obligations
Upon receipt of Licensee Fee from Licensee, Gudu Software will (a) supply the Licensee with theProduct via electronic download; and (b) provide Software Maintenance as defined in Clause 6
below.
6. Software Maintenance6.1. For Add-in Versions
Software Maintenance includes Gudu Software's provisioning to Licensee Product updates and/or
enhancements made generally available to customers from time to time, and online technicalsupport to one Licensee-designated technical contact for the sole purpose of addressing technicalissues relating to the use of the Product (excluding any form of on-site visits by Gudu Software
personnel or contractors), for a period of twelve (12) months from the Commencement Date (the"Add-in Initial Maintenance Period"). The Add-in Initial Maintenance Period may be renewed for
additional twelve (12) month periods ("Renewal Period") at Licensee's sole and absolute discretion at
the then-current rate or Software Maintenance. Subsequent Renewal Periods commence upon theexpiration of the prior Software Maintenance regardless of when it is purchased.
6.2. For Desktop Versions
If Licensee has purchased an Add-in Version of the Product, support for the Desktop Version will be
provided with the terms specified in Clause 6.1 above. Otherwise Software Maintenance includes
Gudu Software's provisioning to Licensee Product updates and/or enhancements made generally
available to customers from time to time, and online technical support via email only to one
Licensee-designated technical contact for the sole purpose of addressing technical issues relating tothe use of the Product, for a period of twelve (12) months from the Commencement Date (the"Desktop Initial Maintenance Period"). No additional support will be provided after the Desktop
Initial Maintenance Period.
6.3 For APIs
If Licensee has purchased an Add-in Version of the Product, support for the APIs Version will be
provided with the terms specified in Clause 6.1 above. Otherwise Software Maintenance includes
Gudu Software's provisioning to Licensee Product updates and/or enhancements made enerally
available to customers from time to time, and online technical support via email only to one
Licensee-designated technical contact for the sole purpose of addressing technical issues relating tothe use of the Product, for a period of twelve (12) months from the Commencement Date (the "APIs
Initial Maintenance Period"). No additional support will be provided after the APIs Initial
Maintenance Period.
You can't use this API to create a competitor product of SQL Pretty Printer.
7. Licensee Obligations
The Licensee must at all times: (a) ensure that only an Authorized User may use the Product and onlyfor Authorized Use in accordance with the terms and conditions of this Agreement; (b) promptlyadvise Gudu Software, including in writing, if the Licensee becomes aware of any unauthorized use
or distribution of the Product by any person.
8. Unauthorized Use or Distribution
Licensee may not, whether through deliberate or negligent act or act of omission, distribute or cause
the distribution of the Product to any third party other than an Authorized User.
9. Investigation of Unauthorized Use and Distribution
If Gudu Software reasonably suspects that the Product has been distributed to or obtained by any
person or party without Gudu Software's prior written consent, Gudu Software has the right toreasonably request once per calendar year from the Licensee an unqualified certificate executed by
the Licensee's auditor at the Licensee's cost for the purpose of verifying compliance with Authorized
Use of the Product.
10. Licensee's Restrictions
Licensee will not, without the prior written consent of Gudu Software, which may be withheld in
Gudu Software's sole discretion and which may include certain conditions:(a) decompile, reverse engineer, disassemble, analyze, modify, adapt, convert, create derivative
works from, or otherwise attempt to derive, the Protected Code;(b) sell, sublicense, redistribute, reproduce, transmit, circulate, disseminate, translate or reduce to orfrom any electronic medium or machine readable form the Product or any data/information
provided to the Licensee through the Product to a person (except that nothing in Clause 10(b) isintended to prevent an Authorized Person undertaking Authorized Use);(c) vary or amend the Authorized Use without Gudu Software's prior written approval;(d) publish, promote, broadcast, circulate or refer publicly to the Gudu Software name, trade name,trademark, service mark or logo or(e) commit any act or omission the likely result of which is that Gudu Software's reputation will be
brought into disrepute or which act or omission could reasonably be expected to have or does have amaterial and adverse effect on Gudu Software's interests.
In addition, the Product includes license protection mechanisms that are designed to manage andprotect the intellectual property rights of Gudu Software. Licensee must not modify or alter thosefeatures to try to defeat the Product use rules that the license protection mechanisms are designedto enforce.
11. Term

The term of this Agreement begins on the Commencement Date and will continue in full force andeffect unless terminated in accordance with Clause 12 below.
12. TerminationLicensee may terminate this Agreement at any time by destroying all copies of the Product in itspossession. Either party hereto may terminate this Agreement if the other party commits a material
breach and such party does not cure such material breach within thirty (30) days of written notice ofsuch breach. Licensee agrees upon termination of this License to destroy all copies of the Product inyour possession. Clauses 1, 4, 8 - 10, 13 - 24 shall survive any termination of this Agreement.
13. Infringement Indemnification(a) Gudu Software will defend, indemnify, hold Licensee and its directors, officers, employees andother agents (collectively, "Licensee Indemnitees") harmless, at Gudu Software's sole cost andexpense, any action brought against any Licensee Indemnitee based upon the claim that the Product,
if used within the scope of the License granted under this Agreement, infringes, violates, ormisappropriates a patent, trademark, copyright, trade secret, or other intellectual property orproprietary right ("IP Claim"); provided, however, that:(i) Licensee shall notify Gudu Software promptly in writing of any such IP Claim;(ii) Licensee shall not enter into any settlement or compromise on any IP Claim without Gudu
Software's prior written consent;(iii) Gudu Software shall have sole control of any such action and settlement negotiations so long as
there is no detriment or liability to Licensee; and(iv) Licensee shall provide Gudu Software with reasonable information and assistance, at Gudu
Software's request and sole cost and expense, necessary to settle, defend, indemnify or holdharmless such IP Claim. The foregoing states the sole liability of Gudu Software and the exclusive
remedy of Licensee for any infringement of intellectual property rights by the Product or any otheritems provided by Gudu Software hereunder.
(b) If the Product becomes, or in the opinion of Gudu Software may become, the subject of a claim of
infringement of any third party right, Gudu Software may, at its option and in its discretion promptly:(i) procure for Licensee the right to use the Product free of any liability;(ii) replace or modify the Product to make it noninfringing; or(iii) refund any License Fees related to this Product paid by Licensee.
(c) Exclusions from Defense Obligation. Gudu Software will have no duty to defend any IP Claim tothe extent such IP Claim is based on:(i) use of a superseded release of the Product, if such infringement would have been avoided by theuse of a current release of the Product and Gudu Software timely notified Licensee of the availabilityof the non-infringing Product at no additional cost;(ii) the combination,operation, or use of the Product with programs or data not furnished by Gudu
Software or at Gudu Software's direction, or with hardware or operating system software other thanthe hardware platform and operating system with which the Product is designed to function, if such

infringement would have been avoided by the use of the Product without such programs, data,
hardware or operating systems;(iii) modification or attempted modification of the Product by anyone except Gudu Software or at
Gudu Software's direction, or use or distributions of such modifications; or(iv) Licensee's use of the Product in a manner that results in defamation, violates the privacy rights ofindividuals, transmits material in violation of any applicable law, rule, regulation, or uses any
proprietary thirty party content without legally binding consent of such third party.
(d) To the extent an IP Claim is excluded from Gudu Software's defense obligation, is based upon theclaim that any modifications to the Product or combination of the Product with products, notprovided by Gudu Software or at Gudu Software's direction, infringes or violates any third party,
Licensee will defend or settle, at its expense, any action brought against Gudu Software provided,
however, that:(i) Gudu Software shall notify Licensee promptly in writing of any such claim;(ii) Gudu Software shall not enter into any settlement or compromise any such claim without
Licensee's prior written consent;(iii) Licensee shall have sole control of any such action and settlement negotiations; and(iv) Gudu Software shall provide Licensee with information and assistance, at Licensee's request andexpense, necessary to settle or defend such claim. Licensee agrees to pay all damages and costs
finally awarded against Gudu Software attributable to such claim. Gudu Software may elect toassume control of the defense and settlement of any such claim with counsel of its choosing;provided however, that if Licensee will not have breached its defense and settlement obligations
hereunder, Licensee will have no obligation to pay the costs and expenses of such Gudu Softwarecontrolled defense or settlement. The foregoing states the sole liability of Licensee and the exclusive
remedy of Gudu Software for any infringement of intellectual property rights by the Licensee
modifications or combinations or any other items provided by Licensee hereunder.
(e) Notwithstanding Clause 13(a) above, Gudu Software assumes no liability hereunder for, and shallhave no obligation to defend Licensee or to pay costs, damages or attorney's fees for, any claim
based upon any modifications to any of the Product not approved by Gudu Software or at Gudu
Software's direction or combination of any of the Product with products not approved by Gudu
Software or at Gudu Software's direction.
14. Limitation of Liability
Excluding breaches of Gudu Software's indemnification obligations described in Clause 13 hereof,
neither party hereto will be liable to any third-party for any loss, damage, cost, expense or otherclaim (including consequential, directly, indirect, special, punitive or other damages and loss of dataor profits) in relation to this Agreement or the Product including, without limitation:(a) any use or reliance on a Product by the third-party (including the form and content of errors in
and/or omissions from any information contained in a Product);(b) any delay,interruption or other failure in the provision of the Product; or(c) any change in the form or content of the Product. Excluding breaches of Gudu Software'sindemnification obligations described in Clause 13 hereof, in no event will either party's liability
under any claims arising out of this Agreement exceed the fees paid by licensee under thisAgreement. Except for each party's indemnification obligations or breach of Clauses 2 ("LicenseeFee"), 8 ("Unauthorized Use or Distribution"), or 10 ("Licensee's Restrictions"), neither party will be
liable for lost profits or for special, indirect, incidental or consequential damages, regardless of theform of action, even if such party is advised of or aware of the possibility of such damages. Theforegoing liability limitations shall apply to the maximum extent allowed by applicable law. To theextent the foregoing liability limitations or the warranty disclaimers of Clause 4 are not allowed byapplicable law, then the liability of Gudu Software, and the remedy of Licensee, shall be limited tothe prompt:(d) re-supply of any defective Product; or(e) refund of any license fees paid by Licensee for such defective Product.
15. Ownership / Intellectual Property
This Agreement only confers the right to use the Product and does not convey any rights ofownership in or to the Product. The Licensee acknowledges that the Product and all intellectual
property rights in relation to the Product are the property of Gudu Software and Gudu Software isentitled to take whatever action it may decide in order to protect its intellectual property rights inthe Product.
16. Open Source Code
Gudu Software don't use any open source code in their products.
17. Publicity Rights(a) The Licensee grants Gudu Software the right to include the Licensee as a customer in Productpromotional material.
(b) Licensee can deny Gudu Software this right by submitting a written request via email tosupport@dpriver.com, requesting to be excluded from Product promotional material. Confirmationof such denial (via reply email) must be received prior to purchasing for this exclusion to be effective.
(c) Should the Licensee come to be or already be included in Product promotional material, as aresult of any prior purchases where the Licensee did not request exclusion from Product promotional
material, the Licensee can at any point in time, submit a written request via email tosupport@dpriver.com to have Gudu Software remove the Licensee's name from Product promotional
material. Upon receipt of such request, Gudu Software will remove any reference to the Licensee
from such promotional material within 30 days and make no further reference to the Licensee.
18. No Assignment or Amendment
Licensee may not amend this Agreement without prior written consent of Gudu Software. Licensee
may assign this Agreement to succeeding parties in the case of a merger, acquisition or change ofcontrol so long as in doing so, Gudu Software is notified in writing within ninety (90) days of theclosure of such transaction. If Licensee merges into or with a direct competitor of Gudu Software, as
determined in Gudu Software's sole discretion, then this Agreement will automatically terminate asof the effective date of such merger. Gudu Software may assign its rights and obligation under thisAgreement without consent of Licensee.
19. Tax

Payments made by the Licensee under this Agreement exclude any taxes or duties payable in respectof the goods or services supplied in the jurisdiction where the payment is made or received. To theextent that any such taxes or duties are payable by Gudu Software, the Licensee must pay to Gudu
Software the amount of such taxes or duties in addition to the license fee under this Agreement
unless Licensee is exempt from paying such taxes or duties at the time such taxes or duties are leviedor assessed. Gudu Software will provide the Licensee with documents requested by Licensee
necessary to enable the Licensee to obtain a tax or duty refund or credit.
20. Governing Law
This Agreement is governed by the laws of the State of California, USA, regardless of conflict of law
provisions, and the parties hereby irrevocably and unconditionally submit to the exclusive
jurisdiction of the courts in San Francisco, California, USA.
21. Attorneys Fees
The prevailing party in any legal action or arbitration relating to this Agreement will be entitled torecover its attorneys' fees and litigation costs and expenses incurred in connection with such action
or arbitration as part of the same proceeding.
22. Counterparts/Faxed Signatures
This Agreement may be executed in any number of counterparts, each of which will be an originaland all of which will constitute together one and the same document. Signatures transmitted bytelecopier or electronically will be deemed originals.
23. No Waiver
The failure of either party hereto to prosecute its rights with respect to a breach hereunder will notconstitute a waiver of the right to enforce its rights with respect to the same or any other breach.
24. Notices
Gudu Software may give notice by means of a general notice on the Gudu Software website,
electronic mail to your e-mail address on record with Gudu Software, or by written communication
sent by first class mail or pre-paid post to your address on record. Such notice will be deemed tohave been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail orpre-paid post) or 12 hours after sending (if sent by email). You may give notice to Gudu Software atany time by any of the following: letter delivered by nationally recognized overnight delivery service
or first class postage prepaid mail to Gudu Software's addresses on its website.