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Dataedo 24.2 License

Other versions: Dataedo 24.1, Dataedo 23.2, Dataedo 23.1, Dataedo 10, Dataedo 9, Dataedo 8, Dataedo 7.4.2, Dataedo 7.1, Dataedo 6, Dataedo 5

1. Parties
  • 1) This license agreement (Agreement) is entered into by and between:
    • a) Dataedo Sp. z o. o., with its registered offices in Gdansk (address: Al. Grunwaldzka 472, 80-309 Gdansk, Poland; registration: District Court Gdansk-Polnoc in Gdansk, 7th Commercial Department of the National Court Register under no.: 0000491619; EU tax ID: PL5833163875; share capital: PLN 20 000,00; Dataedo), and
    • b) Customer, meaning either (i) an individual using trial or educational Plan, or (ii) an entity (such as a company or other legal person) - that has purchased a License and has been identified on the purchase order or otherwise.
  • 2) By clicking “I accept” or otherwise accepting these terms and conditions, Customer is entering this Agreement. Unless expressly agreed otherwise in writing (hand-written, type-written, printed or electronically made, and resulting in a permanent record) by Customer and Dataedo (collectively, Parties), installation, copying, or other use of the Products (as defined in Section 2.1 of this Agreement) indicates Customer’s acceptance of these terms and conditions.
2. Products
  • 1) This Agreement sets forth the terms and conditions under which Customer and Users (as defined in Section 3.1 of this Agreement) may use Products, meaning (i) all software executables downloaded from Dataedo website and (ii) documents generated by such executables.
  • 2) The Products include
    • a) Dataedo Desktop, meaning a Windows desktop application (64 and 32 bit) that is the main user interface for Editors (as defined in Section 3.2 of this Agreement);
    • b) Dataedo Portal, meaning a self-hosted web application that provides web access for Editors (as defined in Section 3.2 of this Agreement) and other Users;
    • c) Dataedo Repository, meaning a self-hosted central database where all metadata collected and created by Dataedo is stored, which may take one of the following forms:
      • i) Server, that is a dedicated self-hosted Microsoft SQL Server database; or
      • ii) Azure, that is a dedicated self-hosted Microsoft Azure SQL database; and
    • d) Exports, meaning documents generated by Dataedo Desktop that provide Users with offline access to:
      • i) HTML, that is interactive HTML documents;
      • ii) PDF, that is a static PDF containing data documentation;
      • iii) Excel, that is Microsoft Excel spreadsheet containing data documentation; or
      • iv) DDL, that is a generation of DDL statements (create/alter table) for objects in the repository.
    3) The features of the Products offered by Dataedo, including but not limited to their functionalities, limitations, and requirements, are detailed and defined on Dataedo’s website under the section covering the pricing structure prevailing at the time of entering into this Agreement (Pricing), currently accessible at https://dataedo.com/pricing. Any changes to the website, including updates to Pricing or Product features, will be communicated to Customers with appropriate notice.
3. Users
  • 1) Individuals using Products under this Agreement are collectively named Users.
  • 2) Named Users are Users assigned by Customer to use Products under this Agreement. Named Users are identified by email address. Named User may be any individual, not necessarily Customer’s employee. This Agreement defines the following types of Named Users:
    • a) Editor(formerly Creator), who:
      • i) can build a catalog, edit descriptions and documentation, and generate and share the Exports;
      • ii) have full access to the Products’ capabilities; and
      • iii) have access to Dataedo Desktop, Dataedo Repository, and Dataedo Portal;
    • b) Viewer/Community User, who:
      • i) have read-only access to all Exports,
      • ii) have read-only access to a catalog/documentation, and can contribute to documentation through a Data Community functionality,
      • iii) have access to Dataedo Portal.
  • 3) For the purposes of this Agreement, the term Legacy Plans refers to specific plans that are no longer actively offered but remain available exclusively for renewal purposes. These Legacy Plans encompass the Data Dictionary, Metadata Manager, Data Catalog, Pro, Pro Plus, Enterprise, and Educational plans as they were defined in prior versions of this Agreement and in product documentation: https://dataedo.com/docs/plans It is understood that these Legacy Plans are subject to the terms and conditions previously established and may only be continued through renewal by existing Customers.
4. Plans
  • 1) Generally, Products are licensed in certain pre-set packages varying in terms of components, functionalities, User categories, level of support, and other features as defined in the Pricing (Plans).
  • 2) As a matter of exception, Dataedo may choose to offer custom Plans to selected Customers.
  • 3) The offline license option, designed for use with Dataedo Desktop through a “login file”, is available under exceptional circumstances that fall outside standard online licensing and trials. Customers subscribing to the Dataedo Unlimited Plan, or others approved on a case-by-case basis by Dataedo, may opt for this special arrangement. To access the offline license, Customers must refer to and agree to the terms set out in the “Offline License Agreement Supplement” (or otherwise titled; the “Supplement”). This document governs the use, distribution, and compliance specifics related to the offline license, including detailed protocols for audits and the resolution of any unauthorized use or excess utilization. Full compliance with the Named User policy as detailed in the Supplement is mandatory, ensuring that licenses are neither distributed nor shared improperly. In the event of non-compliance, Dataedo reserves the right to enforce measures as outlined in the Supplement to ensure proper usage and licensing adherence.
5. License
  • 1) The Products are licensed, not sold. Dataedo retains all copyright, moral rights, and other intellectual property rights in the Products.
  • 2) Dataedo grants to Customer a non-exclusive, non-sublicensable, non-transferable, worldwide license (License) to download, execute, and create necessary reproductions of the Products solely for Customer’s internal business purposes. Under the terms of this License, Customer is expressly prohibited from: (a) translating, modifying, or creating derivative works based on the Products; (b) integrating the Products into any other software or services; (c) utilizing the Products in a service bureau or any similar capacity that involves offering services processed by the Products to third parties; (d) engaging in the resale, lease, loan, distribution, or sublicensing of the Products to any third parties. This License is strictly limited to use within the Customer's own organization for its internal operations and efficiencies, and expressly excludes any resale, sublicensing, or external commercial exploitation of the Products.
  • 3) The License is granted for specified number of Named Users of each type (specified on the purchase order). Customer must assign individuals as Named Users, and may change those individuals, but not more often than once in 30 days.
  • 4) The License is granted for a specified limited period of time which is specified on the purchase order (Subscription Period). Upon the lapse of the Subscription Period, neither Customer nor Named Users are authorized to use the Products.
  • 5) Dataedo may terminate this Agreement for cause upon 30 days’ written notice to Customer of a material breach, such as use by in excess of the number of Named Users in the License, if the breach remains uncured at the expiration of the notice period. Any term or condition that by its nature is clearly intended to survive the expiration or termination of this Agreement, shall survive any expiration or termination of this Agreement.
  • 6) Without prejudice to the foregoing, Dataedo grants Free Users access to Exports free of charge and without time limitations.
  • 7) Customer has the right to upgrade Plan or add more Named Users at any point during the Subscription Period on a pro-rated basis.
  • 8) Customer may set up unlimited number of Dataedo Repositories. Customer may access data in Dataedo Repository in read-only manner during and upon the lapse of the Subscription Period.
6. Trial
    By provision of a trial access, Dataedo grants Customer a License for the sole purpose of the Products’ evaluation, for such limited time as determined by Dataedo. Dataedo reserves the right to terminate the trial at any point in time without notice. Once the trial period ends, Exports may be used only for evaluation and decision-making purposes. So licensed Products (Trialware) are provided “as is” and “as available”, without any warranty of any kind; moreover, Dataedo disclaims all obligation and liability under this Agreement for any harm or damage arising out of or in connection with the Trialware.
7. Support
  • 1) Maintenance. During the Subscription Period Customer is entitled to all released and supported versions of the Products that are part of the subscribed Plan. All deliveries will be made electronically through Dataedo website (https://dataedo.com). All updates must be installed by Customer.
  • 2) Hosting. Customer must create, secure, and maintain the environment and components necessary to operate Products with its own resources.
  • 3) Support. Dataedo offers the following support levels included in paid subscriptions, namely:
    • a) Response time: Specified response times as detailed in the Pricing,
    • b) Online forum: Access to the Dataedo online support forum,
    • c) Email support: Direct email support to address Customer’s inquiries and issues,
    • d) Ticketing system: Access to the Dataedo ticketing system for tracking and resolution of issues,
    • e) Live chat: Live chat support availability through the Dataedo website,
    • f) Onboarding webinars: Webinars available to facilitate Customer onboarding,
    • g) Individual onboarding: Individual onboarding sessions tailored to Customer‘s needs,
    • h) Dedicated account manager: A dedicated account manager to oversee support for Customer,
    • i) Quarterly meetings: Quarterly meetings scheduled to discuss service utilization,
    • j) Review meetings: Meetings to engage in discussion on Customer’s satisfaction and service improvement.
    4) Support, continued. Dataedo’s support services are offered in various packages, including the “Dataedo Unlimited” package, with each package's details provided in the Pricing. The Pricing is hereby incorporated by reference into this Agreement and binds the parties. Any amendments to the Pricing are subject to Section 11.4 of this Agreement, requiring mutual consent for modifications.
8. Payment
  • 1) In consideration of the License and other deliverables provided by Dataedo under this Agreement, Customer shall pay the subscription fees as specified on Dataedo website or quote provided by Dataedo representative.
  • 2) Customer warrants that all payments to be made under this Agreement will be made in cleared funds, without any deduction or set-off and free and clear of and without deduction for or on account of any taxes, levies, imports, duties, charges, fees and withholdings of any nature now or hereafter imposed by any governmental, fiscal or other authority save as required by law. If Customer is compelled to make any such deduction, it will pay to Dataedo such additional amounts as are necessary to ensure receipt by Dataedo of the full amount which Dataedo would have received but for the deduction.
9. Usage data
  • 1) Dataedo collects certain Products’ usage data related to the following events, namely:
    • a) installation and uninstallation of the Product (specific steps);
    • b) Product launch;
    • c) sign-up and License check;
    • d) connection to a metadata repository;
    • e) connection to the source; and
    • f) use of one of the Product’s key functions.
  • 2) The usage data includes:
    • a) date and time of an event;
    • b) Product, Plan and version;
    • c) operating system and version;
    • d) metadata repository type and version;
    • e) data source type and version, and connection attributes (excl. host, login or password);
    • f) User ID/email; and public IP address.
  • 3) Dataedo does not collect on its servers the following data (that excludes data collected in Dataedo Repository):
    • a) connection details,
    • b) data schema details (table names, column names, code of stored procedures, etc.) from Customer’s databases and data sources,
    • c) actual data from Customer’s databases and data sources.
  • 4) The usage data is collected for the following purposes, namely:
    • a) to be able to educate Customers by providing useful relevant information;
    • b) to improve Products based on usage and feedback;
    • c) to provide Customers with high quality support;
    • d) to protect Dataedo from unlawful or fraudulent use of our Products;
    • e) to inform Customer about new versions of Products, their new functionalities, and capabilities; and
    • f) to have information and evidence of provision of services and protect Dataedo in case of disputes.
  • 5) Customer can block this functionality using third party software that blocks outgoing network traffic (firewall).
10. Miscellaneous
  • 1) Functional Warranty. Dataedo represents and warrants that, during the Subscription Period, the Products will substantially conform to relevant specifications provided by Dataedo, if any, or reasonable expectations.
  • 2) IP Warranty. Dataedo represents and warrants that the Products do not and will not infringe any third-party’s copyright or trade secrets rights protected in Poland. Dataedo represents and warrants that, to the best of Dataedo’s knowledge as of the effective date of this Agreement with no further investigation, the Products do not infringe any third-party’s patent or trademark rights protected in Poland.
  • 3) Liability. In the event of breach of the Functional Warranty or IP Warranty, within the meaning set forth in Section 10.2 of this Agreement, Dataedo will, at its sole discretion, either:
    • a) replace the Products with their conforming counterparts, or
    • b) modify the Products to make them conforming, or
    • c) terminate this Agreement and return the paid-up fee on a pro-rated basis. The preceding sentence provides for Customer’s sole and exclusive legal remedies and Dataedo’s sole and exclusive liability.
  • 4) Limitation of liability. Dataedo liability to Customer under any provisions of this Agreement for damages finally awarded shall be limited to the amounts actually paid hereunder by Customer to Dataedo. In no event shall Dataedo be liable for indirect, incidental, special or consequential damages, including loss of use, loss of profits or interruption of business, however, caused or on any theory of liability.
11. Final provision
  • 1) Governing law and venue. This Agreement shall be governed and interpreted by the laws of the Republic of Poland and resolved by common courts having jurisdiction over the registered office of Dataedo. The Parties hereby consent to such personal and exclusive jurisdiction.
  • 2) Non-assignment. Customer may not assign or transfer any part of its rights or obligations under this Agreement without Dataedo’s prior written consent. Dataedo may assign or transfer any part of its rights or obligations under this Agreement subject only to prior notification to Customer.
  • 3) Entire Agreement. This Agreement, along with any quotes, invoices, and other documentation referencing or reasonably related to the subject matter hereof that have been issued by Dataedo, constitutes the entire agreement between the parties. Quotes issued by Dataedo may detail specific terms of the main body of this Agreement with regard to the selected Plan, support services, and the number of Named Users. This Agreement, along with the documentation referenced above forming an integral part hereof, supersedes all prior agreements, understandings, representations, and communications between the parties regarding the subject matter herein, and prevails over any contradictory or additional terms of Customer’s general terms of business or similar documents, whether written or oral.
  • 4) No Third-Party Beneficiaries. This Agreement is made solely for the benefit of the parties hereto and their respective successors and permitted assigns. Nothing herein – express or implied – is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. No person or entity other than the parties to this Agreement shall be considered an assignee or a beneficiary of this Agreement or have any claim against the parties as a result of this Agreement.
  • 5) Amendments. This Agreement may not be modified or amended except by an instrument in writing executed by the parties to this Agreement.