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Commercial End-User License Agreement ("Agreement")

Last updated: April 4th, 2022

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Ultimate vs Community Editions

This license only covers usage of Beekeeper Studio Ultimate Edition. Usage of the community edition is governed by the open source GPLv3 license.

Please read this End-User License Agreement carefully before downloading or using Beekeeper Studio Ultimate Edition.

End User License Agreement

By clicking ‘download’ or taking any step to install or use the software product, you (1) represent that you are of the legal age of majority in your state, province jurisdiction of residence and, if applicable, you are duly authorized by your employer to enter into this contract and (2) you agree to be bound by the terms of this EULA. If you do not accept the EULA terms, do not use the software product.

TERMS AND CONDITIONS

  1. Grant of License
    1. Grant. Subject to the terms and conditions of Section 2 and payment of all license fees required hereunder, Beekeeper Studio hereby grants to Customer a nonexclusive and nontransferable license to use the Software for its own internal business, and to make sufficient copies as necessary for such use. Customer acknowledges that Beekeeper Studio will retain title to the Software. Beekeeper Studio hereby reserves all rights to the Software, and any copyrights, patents, or trademarks, embodied or used in connection therewith, except for the rights expressly granted herein. No right to distribute the Software is granted under this Agreement.

    2. Delivery. Customer may download the Software at any time from Beekeeper Studio’s website (link). Customer may download Updates to the Software at any time, at this location [https://beekeeperstudio.io/get], and Customer is responsible for installation and configuration of the Software.
    3. Copies. Customer may make a reasonable number of machine-readable copies of the Software for backup or archival purposes. Whenever Customer is permitted to copy or reproduce all or any part of the Software, Customer shall reproduce and not efface any and all titles, trademark symbols, copyright symbols and legends, and other proprietary markings on the Software.
  2. License Restrictions
    1. Types of Purchases. Customer shall abide by the following applicable restrictions.
      1. Multi User Purchase. If a multi-user license is indicated in the Order, Customer, named in the Order may use the Software solely for Customer's own computing needs, and not on behalf of any other entity, and only by the number of Users indicated in the Order..
      2. Single User Purchase. If a "Single User License" is indicated on the Order, Customer shall not allow access to the Software by more than one User. Customer shall not allow access to the Software by any User other than Customer's employees.
    2. Third Party Open Source Components. Notwithstanding the license grant in Section 1.1, Customer acknowledges that certain components of the Software ("Open Source Components") may be licensed by third parties to Customer under "open source" software licenses, which means any software licenses approved as open source licenses by the Open Source Initiative or any substantially similar licenses, including without limitation any license that, as a condition of distribution of the software licensed under such license, requires that the distributor make the software available in source code format. Information regarding Open Source Components is available in the source code for the Software. To the extent required by third party licenses covering Open Source Components, the terms of such licenses will apply to such Open Source Components in lieu of the terms of this Agreement. To the extent the terms of the licenses applicable to Open Source Components prohibit any of the restrictions in this Agreement with respect to such Open Source Component, such restrictions will not apply to such Open Source Component. To the extent the terms of the licenses applicable to Open Source Components require Beekeeper Studio to make an offer to provide source code or related information in connection with the Open Source Components, such offer is hereby made. Any request for source code or related information should be directed only to: support@beekeeperstudio.io. Customer acknowledges receipt of notices for the Open Source Components for the initial delivery of the Software.
    3. Beekeeper Studio Open Source Components. Beekeeper Studio makes its own portions of the Software freely available under open source licenses (such as the MIT license). The license granted in Section 1.1 is in addition to any rights Customer may have under such open source licenses from Beekeeper Studio that are applicable to the Software, and when exercising the licenses granted in Section 1.1 in accordance with this Agreement, Customer is not obligated to abide by the conditions of such open source licenses (even if the Software contains open source licensing notices). However, (a) if Customer purchases support for the Software, Customer must purchase support for all its Users of the Software, regardless of the license that applies to such use, and (b) violation of any such open source license will be deemed a material breach of this Agreement.
  3. License Fee
    1. Payment of Fees. In consideration of the license granted in Section 1.1, Customer shall pay Beekeeper Studio the license fee specified in the Order form. Unless otherwise indicated therein, the license fee is due and payable in full upon the Effective Date.
    2. Additional Licenses. If a Business License is indicated in the Order Form, Customer will have the option to expand the license granted pursuant to Section 1.1 to increase the licensed number of Users during the current term, upon Beekeeper Studio's receipt of additional license fees for such expanded scope at the prices set forth on the Order form.
    3. Taxes. All charges and fees provided for in this Agreement are exclusive of any taxes, duties, or similar charges imposed by any government. Customer shall pay or reimburse Beekeeper Studio for all federal, state, dominion, provincial, or local sales, use, personal property, excise or other taxes, fees, or duties arising out of this Agreement or the transactions contemplated by this Agreement (other than taxes on the income of Beekeeper Studio). Beekeeper Studio shall pay to the applicable taxing authorities any such amounts invoiced to Customer.
  4. Support. Beekeeper Studio shall provide Support as specified in this Section.
    1. Support Services. Community Support means access to online materials published or maintained by Beekeeper Studio regarding the use of the Software. Premium Support means that Beekeeper Studio will provide support for use of the Software, including (i) clarification of functions and features of the Software; (ii) guidance in the operation of the Software; and (iii) error verification, analysis and correction. Support will be provided via email, or other means of communication provided in the dashboard for the Software. Email support will be available only during business hours, except as otherwise indicated in Beekeeper Studio's support policies or on the Order.
    2. Responsibilities of Customer. Customer shall provide Beekeeper Studio with access to Customer's personnel and equipment to assist with troubleshooting errors reported in Support. Customer shall document and promptly report all errors or malfunctions of the Software to Beekeeper Studio. Customer shall use reasonable efforts to maintain a current backup copy of all programs and data. Customer shall properly train its personnel in the use of the Software. Beekeeper Studio will have no obligations under Section 4.1 to the extent arising from the following:
      1. Improper installation or configuration by Customer or use of the Software that deviates from any operating procedures established by Beekeeper Studio in the applicable documentation;
      2. Modification, alteration or addition or attempted modification, alteration or addition of the Software undertaken by persons other than Beekeeper Studio or Beekeeper Studio's authorized representatives; or
      3. Software or technology of any party other than Beekeeper Studio.
  5. Limited Warranty and Limitation of Liability
    1. Performance. Beekeeper Studio warrants that the Software will perform in accordance with Beekeeper Studio's published documentation, for the first 30 days after the Effective Date. If the Software does not perform as warranted, Beekeeper Studio shall promptly, at its option, correct the Software. The warranty will not apply to errors to the extent resulting from causes listed in Section 4.4. The foregoing will be Beekeeper Studio's sole liability and obligation for failure of the Software to meet the warranty set forth above.
    2. Disclaimer. Except as set forth above, Beekeeper Studio makes no warranties, whether express, implied, or statutory regarding or relating to the Software, or any materials or services furnished or provided to Customer under this Agreement, including Support. Beekeeper Studio HEREBY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE, DOCUMENTATION AND SAID OTHER MATERIALS AND SERVICES, AND WITH RESPECT TO THE USE OF ANY OF THE FOREGOING.
    3. Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE OR USE OF THE SOFTWARE OR SERVICES PERFORMED HEREUNDER, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S LIABILITY UNDER THIS AGREEMENT FOR DAMAGES WILL NOT, IN ANY EVENT, EXCEED THE LICENSE FEE PAID OR PAYABLE BY CUSTOMER TO BEEKEEPER STUDIO UNDER THIS AGREEMENT. The provisions of this Section 5 allocate risks under this Agreement between Customer and Beekeeper Studio. Beekeeper Studio's pricing of the Software reflects this allocation of risks and limitation of liability.
  6. Indemnification for Infringement
    1. Indemnity. Beekeeper Studio shall, at its expense, defend, indemnify and hold harmless Customer, its affiliates, directors, agents, and users any claim, action or allegation brought against Customer that the Software, when used in accordance with this Agreement, infringes any copyright or trade secret of any third party and shall pay any damages or judgments awarded or settlements entered into. Customer shall give prompt written notice to Beekeeper Studio of any such claim, action or allegation of infringement and give Beekeeper Studio the authority to proceed as contemplated herein. Beekeeper Studio will have the exclusive right to defend any such claim, action or allegation and make settlements thereof at its own discretion, and Customer may not settle or compromise such claim, action or allegation, except with prior written consent of Beekeeper Studio. Customer shall give such assistance and information as Beekeeper Studio may reasonably require to settle or oppose such claims. Customer may participate in such defense with counsel of its own choice, at its own expense.
    2. Options. In the event any such infringement, claim, action or allegation is brought or threatened, Beekeeper Studio shall immediately, at its sole option and expense:
      1. procure for Customer the right to continue use of the Software or infringing part thereof; or
      2. modify or amend the Software or infringing part thereof, or replace the Software or infringing part thereof with other software having substantially the same or better capabilities; or,
      3. if neither of the foregoing is commercially practicable, terminate this Agreement and repay to Customer all amounts paid by Customer hereunder.
    3. Exclusions. The foregoing obligations will not apply to the extent the infringement arises as a result of causes set described in Section 4.2.
    4. Limitation. This Section states the entire liability of Beekeeper Studio with respect to infringement of any intellectual property right.
  7. Confidential Information
    1. Definition. "Confidential Information" means any information disclosed by either party to the other party that is designated as "Confidential," "Proprietary" or some similar designation, and not generally publicly available. Information communicated orally will be considered Confidential Information if such information is confirmed in writing as being Confidential Information within a reasonable time after the initial disclosure. Confidential Information will not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party's files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach of such third party's obligations of confidentiality; (v) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information, as shown by documents and other competent evidence in the receiving party's possession; or (vi) is required by law to be disclosed by the receiving party, provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure.
    2. Non-Use and Non-Disclosure. Each party agrees not to use any Confidential Information of the other party for any purpose except to exercise its rights and perform its obligations under this Agreement. Each party agrees not to disclose any Confidential Information of the other party to third parties or to such party's employees, except to those employees of the receiving party with a need to know.
    3. Maintenance of Confidentiality. Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other party. Without limiting the foregoing, each party shall take at least those measures that it takes to protect its own most highly confidential information and shall ensure that its employees who have access to Confidential Information of the other party have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees.
    4. Destruction of Materials. Upon the termination of this Agreement, or each party shall destroy all of such other party's Confidential Information that such party may have in its possession or control.
  8. Term and Termination
    1. Term. This Agreement will take effect on the Effective Date. For a perpetual license, this Agreement will remain in force until terminated as described below. For an annual license, this Agreement will expire upon the anniversary of the Effective Date. Renewal of this Agreement is subject to agreement by the parties, including as to fees for the renewal term.
    2. Termination by Customer. This Agreement may be terminated by Customer upon written notice to Beekeeper Studio, with or without cause, provided that no such termination will entitle Customer to a refund of any portion of the License Fee or Support Fee.
    3. Termination Events. Beekeeper Studio may, by written notice to Customer, terminate this Agreement if any of the following events (" Termination Events") occur:
      1. Customer fails to pay any amount due Beekeeper Studio within 30 days after Beekeeper Studio gives Customer written notice of such nonpayment; or
      2. Customer is in material breach of any other term, condition or provision of this Agreement, which breach, if capable of being cured, is not cured within 30 days after Beekeeper Studio gives Customer written notice of such breach; or
      3. Customer (i) terminates or suspends its business, (ii) becomes insolvent, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority, or (iii) becomes subject to any bankruptcy or insolvency proceeding under federal or state statutes; or
      4. Beekeeper Studio elects to refund Customer's fees in accordance with Section 6.2.3.
    4. Effect of Termination. If any Termination Event occurs, termination will become effective immediately or on the date set forth in the written notice of termination. Termination of this Agreement will not affect the provisions regarding Confidential Information, provisions relating to the payment of amounts due, or provisions limiting or disclaiming Beekeeper Studio's liability, which provisions will survive termination of this Agreement.
  9. Miscellaneous. This Agreement will be governed by the laws of the State of Texas, without regard to its conflict of laws principles. The parties consent to the personal and exclusive jurisdiction of courts located in Dallas County, Texas. This Agreement is the entire agreement between the parties on the subject matter hereof. No amendment or modification hereof will be valid or binding upon the parties unless made in writing and signed by the duly authorized representatives of both parties. In the event that any provision of this Agreement is held to be unenforceable, this Agreement will continue in full force and effect without said provision and will be interpreted to reflect the original intent of the parties. This Agreement will be binding upon and will inure to the benefit of the parties' permitted successors and/or assignees. Waiver by either party of a breach of any provision of this Agreement or the failure by either party to exercise any right hereunder will not operate or be construed as a waiver of any subsequent breach of that right or as a waiver of any other right. Nonperformance of either party will be excused to the extent that performance is rendered impossible by strike, fire, flood, epidemics, earthquake, governmental acts or orders or restrictions, or any other reason when failure to perform is beyond the reasonable control of the nonperforming party. Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by Customer, in whole or in part, whether voluntarily or by operation of law, including by way of sale of assets, merger or consolidation, without the prior written consent of Beekeeper Studio, which consent will not be unreasonably withheld. Beekeeper Studio may assign this Agreement to a party that agrees in writing to be bound in connection with a merger, acquisition, or sale of all or substantially all of Beekeeper Studio's assets related to this Agreement. Any notice required or permitted under the terms of this Agreement or required by law must be in writing and must be delivered in person or sent by overnight air courier, in each case properly posted and fully prepaid to the appropriate address in the Order. No terms, provisions or conditions of any purchase order, acknowledgement or other business form will be of any effect. Customer may not export or reexport the Software without the prior written consent of Beekeeper Studio and without the appropriate United States and foreign government licenses.

  10. Data Privacy. The Software occasionally communicates with Beekeeper Studio servers for the following reasons:
    1. To check for software updates.
    2. To validate your license key.
    3. To send automated error diagnostic reports.
    4. To send anonymous software usage information.

    You must explicitly opt-in for the Software to send anonymous usage data and error diagnostics, but if you do not want the Software to check for software updates, or validate license keys, you must uninstall the Software.

  11. Definitions
    1. " Users" means all end users authorized by Customer to use the Software.
    2. " Support" means the services described in Section 4.1.
    3. " Software" means the computer software programs specified in the Order, in executable form, along with all Updates thereof released by Beekeeper Studio at https://beekeeperstudio.io/get during the term of this Agreement.
    4. " Update" means a release or version of the Software containing functional enhancements, extensions, error corrections or fixes that is generally made available free of charge to Beekeeper Studio's customers that have contracted for Support.

Contact Us

If you have any questions about this Agreement, You can contact us by email at support@beekeeperstudio.io.