flyway-extensibility-commons
Used in:
components
- OverviewOverview
- VersionsVersions
- DependentsDependents
- DependenciesDependencies
<dependency>
<groupId>org.flywaydb.enterprise</groupId>
<artifactId>flyway-extensibility-commons</artifactId>
<version>9.0.0</version>
</dependency><?xml version="1.0" encoding="UTF-8"?>
<!--
Redgate EULAs
If you are using any of our products (other than those listed as subscription software on our
website https://www.red-gate.com/support/license/software-editions), the Redgate Standard
EULA will apply.
If you are using subscription software the Redgate Subscription EULA will apply.
IMPORTANT NOTICES:
1 Where you sign a paper version or a bespoke version of the Redgate Standard EULA
and/or the Redgate Subscription EULA, that paper/bespoke version will take precedence over
any subsequent click to agree versions of the EULAs presented on download and/or installation;
and
2 The Redgate Standard EULA and/or the Redgate Subscription EULA (whichever one is
applicable to you) shall prevail over your standard terms and conditions (if any) attached to,
enclosed with, or referred to in, the purchase order or confirmation of order.
Redgate Subscription EULA
Any use of our Subscription Software is subject to the terms of this subscription 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 downloading and/or installing and/or using the Subscription Software. If you do
not accept these terms, do not download, install or use the Subscription Software.
TERMS AND CONDITIONS
1 SUBSCRIPTION
1.1 Evaluation. You are entitled to a free trial of the Subscription Software for the purposes
of deciding whether or not the Subscription Software meets your requirements
("Evaluation Period"). During the Evaluation Period the terms in Schedule 1 will apply.
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non-exclusive, non-transferable right to access and use the Subscription Software during
the Subscription Period in accordance with this Agreement, and subject to any
applicable Product Specific Terms.
1.3 The Subscription is personal to you. You may not rent, lease, sub-license, sell, pledge,
assign the benefit or delegate the burden of this Agreement or Subscription Software or
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1.4 Except as stated in this Agreement, you have no right to use, incorporate into other
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may only decompile, reverse engineer, or disassemble the source code of the
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Patents Act 1988 (as amended or updated from time to time) or other applicable law.
1.5 You shall not use the Subscription Software to manufacture or distribute a product that is
substantially similar to or competitive with our software.
2 OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS
2.1 You acknowledge that i) all Intellectual Property Rights in or relating to the Subscription
Software are owned by or licensed to us, ii) except as expressly granted under this
Agreement, you have no rights in the Subscription Software, and iii) 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 the Subscription 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 devices of ours, including without limitation any electronic watermarks
or other identifiers that may be incorporated in the Subscription Software. All
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3 PAYMENT
3.1 The Subscription Fee (together with 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 due and payable by you when we issue a licence key to you for
the Subscription Software.
3.2 The Renewal Fee (together with any levies, duties and/or taxes imposed on you in your
jurisdiction (including, but not limited to, value added tax, sales tax and withholding tax))
shall be due and payable by you on the payment date of the invoice.
3.3 You may not deduct any amounts from the Subscription Fees or the Renewal Fees,
unless otherwise specified in this Agreement.
3.4 Where you have obtained the Subscription Software through a Reseller, the terms you
have agreed with such Reseller in relation to payment and invoicing will apply instead of
this clause 3.
4 CONFIDENTIALITY
4.1 The structure, organisation, and source code of the Subscription Software are
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derived under any applicable law as set out in clause 1.4.
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disclose to any third party any information of a confidential nature in any form
whatsoever which is disclosed to us by you or on behalf of you.
4.3 The provisions of clauses 4.1 and 4.2 will not apply to the extent that:
4.3.1 such information is in the receiving party's possession free from any
restriction as to its use or disclosure; or
4.3.2 the receiving party can demonstrate that such information is in the
public domain (other than as a result of an unauthorised disclosure); or
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4.4 No information to which clause 4.3.3 applies shall be disclosed to a third party unless
and until the receiving party has (unless prevented from doing so by law) (i) given the
disclosing party reasonable written notice of such proposed disclosure, (ii) consulted with
the disclosing party, and (iii) agreed with the disclosing party the content of the
disclosure, provided that it shall not limit the disclosure in a manner which would prevent
the receiving party from complying with a statutory or regulatory obligation or court order.
4.5 If you have entered into a separate confidentiality agreement with us, and there are
inconsistencies between the terms of the confidentiality agreement and this clause 4, the
terms of the confidentiality agreement shall prevail over this clause 4.
5 WARRANTY AND SUPPORT
5.1 Subject to clause 10.8.2(i), we warrant that:
5.1.1 we own the Intellectual Property Rights in the Subscription Software
and/or have the right to grant a licence to you;
5.1.2 in creating the Subscription Software, we have not knowingly infringed
the intellectual property rights of third parties; and
5.1.3 for a period of 90 days from the first installation of the Subscription
Software (or, if applicable, 90 days from the end of the Evaluation Period if you continue
to use the Subscription Software) the Subscription Software shall operate substantially in
accordance with its description. However, you acknowledge that the Subscription
Software is of such a complexity that there will be inherent defects and that therefore we
can give no warranty that the Subscription Software is free from error or defect or that
operation of the Subscription Software shall be uninterrupted.
5.2 Other than as provided for in clauses 5.1 and 10.8.2(i), we do not offer any warranty
related to the Subscription Software and/or the support provided, either express or
implied, including but not limited to implied warranties of fitness for purpose or
satisfactory quality, save for any non-excludable rights and remedies you may have
under law. The Subscription 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 Subscription
Software will meet any particular user needs. You shall take full responsibility for
ensuring that the Subscription Software is suitable for your intended purposes and to
facilitate investigation into such suitability, we offer a free Evaluation Period.
5.3 Support. In relation to and without prejudice to the generality of clause 5.2 above, we
provide support to users of Subscription Software via our web site, user forums, by email
and by phone. The support is provided subject to the terms of this Agreement. You
accept that, although we will use reasonable endeavours to solve problems identified by
you, 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 Subscription Software, the scheduling of any new releases and the functionality
those releases contain shall be under our sole control.
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 from negligence, (b) fraud; or (c) any other matter for which
liability cannot be excluded by law.
6.2 Subject to clauses 6.1 and 10.8.2(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), breach of
statutory duty, restitution 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 use of hardware, software or
data.
6.3 Subject to clauses 6.1, 6.2 and 9.2 our aggregate liability under and in connection with
this Agreement howsoever caused shall be limited in all cases to the aggregate sum of
the Subscription Fees paid in the 12 months prior to the event giving rise to the liability.
6.4 The provisions of this clause allocate risks under this Agreement between you and us,
and the Subscription Fees reflect this allocation of risks and these limitations of liability.
7 SUBSCRIPTION PERIOD, TERMINATION AND RETIRED SOFTWARE
7.1 The Subscription shall commence on the Subscription Start Date and, unless terminated
earlier in accordance with this clause 7, shall continue for the Initial Subscription Period
and, thereafter, the Subscription shall be automatically renewed for successive periods
of 12 months (each a "Renewal Period"), unless either party notifies the other party of
termination, in writing, at least 30 days before the end of the Initial Subscription Period or
any Renewal Period, in which case the Subscription shall terminate upon the expiry of
the applicable Initial Subscription Period or Renewal Period.
7.2 If we do not receive the Subscription Fee or the relevant Renewal Fee from you, we
reserve the right to terminate your Subscription 30 days after the payment due date.
7.3 The Subscription will terminate automatically if you uninstall and cease use of the
Subscription Software, or uninstall and destroy or voluntarily return the Subscription
Software to us, and notify us that you have done so.
7.4 Where the Subscription is terminated in accordance with clause 7.4 or 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 Subscription
Software, and uninstall, destroy or put beyond use all copies of the Subscription
Software in your possession or control; and (b) the provisions of clauses 1.5, 4, 5.2, 6, 7,
9, 10.1 to 10.7 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.
7.7 Retired Software. We reserve the right to retire the Subscription Software (and
therefore terminate the Subscription) on written notice by us at any time to come into
effect at the end of the then current Initial Subscription Period or Renewal Period (as the
case may be).
8 DATA COLLECTION AND PRIVACY NOTICE
8.1 Information on the data we collect about you and how we treat that data is set out in our
Privacy Notice, which can be viewed at
https://www.red-gate.com/our-company/about/legal.
9 THIRD PARTY CLAIMS
9.1 You agree to indemnify us from any loss or damage whether in contract, tort (including
negligence), breach of statutory duty, restitution or otherwise, if a third party claims that
your use of the Subscription Software causes any such loss or damage, except in the
circumstances in clause 9.2 below.
9.2 If any claim is brought against you alleging that your use of the intellectual property
associated with the Subscription Software in accordance with this Agreement 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 minimise the effect of any claim on the respective businesses. We shall have the right,
but not the obligation, to take control of all negotiations and litigation arising out of the
claim. We will pay any damages and costs awarded against you in connection with any
claim subject to a maximum of the aggregate sum of Subscription Fees paid to us by you
in the 12 months prior to the claim. We shall have the right, at our sole choice, to either:
(i) use reasonable endeavours to negotiate terms for continued use by you of the
claimed infringing software; or (ii) use reasonable endeavours to amend the Subscription
Software to make it non-infringing; or (iii) terminate this Agreement with immediate effect
and in such event, we shall refund to you all Subscription Fees paid.
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 in accordance with the laws of England.
The courts of England and Wales shall have non-exclusive jurisdiction to settle 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
Schedule 2 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 to additional laws in other jurisdictions with respect to your use of the
Subscription 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.
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 the Contracts (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 Entire agreement. This Agreement 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.
10.7 Revisions to terms. For click to agree versions of the Agreement only, 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 not agree 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
Subscription Software shall be deemed to constitute acceptance of any revised terms.
No revisions will apply retrospectively. Any bespoke versions of this Agreement shall
continue to apply to all future downloads or installation of Software and shall always take
precedence over any click to agree versions presented at download or installation of
such Software.
10.8 Consumer regulations.
10.8.1 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 Subscription
Software under this Agreement. Should you wish to cancel this Agreement under this
clause 10.8, you must notify us of your decision to cancel by either: (a) returning a
completed Model Cancellation Form (a copy of which is available here:
https://www.red-gate.com/website/legal) 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 Subscription Software, please raise these with Red Gate using the
relevant contact details: https://www.red-gate.com/our-company/contact-us
10.8.2 Australian consumer law
(i) Despite clause 5 our goods and services come with guarantees that cannot be excluded
under the 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 failures with goods. If a failure with the goods or a
service does not amount to a major failure, you are entitled to have the failure rectified in
a reasonable time. If this is not done you are entitled to a 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 Subscription 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/our-company/contact-us and provide details of how you think
that the Subscription Software does not meet that 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 this Agreement, and our liability for failing to comply with that
guarantee cannot be excluded but may be limited, then clauses 6.2, 6.3 and 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 of acquiring equivalent goods, or paying the
cost of having the goods repaired; or (ii) in the case of a supply of services, supplying
the services again or paying the cost of having the services supplied again.
11 DEFINITIONS
11.1 In this Agreement, capitalised terms shall have the meanings set out below or the
relevant Schedule.
"Initial Subscription Period" means the initial Subscription period agreed with us, and
as stated on the invoice starting on the Subscription Start Date;
"Intellectual Property Rights" means patents, registered designs, registered trade and
service marks, registered copyright and modifications to and applications for any of the
foregoing and the right to apply for protection for such registered rights anywhere in the
world and inventions, discoveries, copyright, database right, unregistered trade or
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;
"OSE" means an Operating System Environment which is all or part of an operating
system instance, or all or part of a virtual (or otherwise emulated) operating system
instance which enables separate machine identity (primary computer name or similar
unique identifier) or separate administrative rights;
"Privacy Notice" means the document entitled Privacy Notice on our website
(https://www.red-gate.com/our-company/about/legal);
"Product Specific Terms" means the terms applicable to a specific item of Subscription
Software as set out in Schedule 2;
"Renewal Fee" means the fees payable by you under this Agreement to us for the
Subscription during the Renewal Period (excluding VAT and all other relevant taxes,
where applicable), as detailed by us from time to time including through our website, as
part of a written quotation or renewal;
"Renewal Periods" has the same meaning set out in clause 7.1;
"Reseller" means any third party authorised by us to sell licences to the Subscription
Software;
"Subscription" means the right to use the Subscription Software, set out in clause 1
and/or Schedules 1 and 2 as appropriate;
"Subscription Fee" means the fee payable by you under this Agreement to us
(excluding VAT and all other relevant taxes, where applicable), as detailed by us from
time to time including through our website, as part of a written quotation or renewal;
"Subscription Period" means the Initial Subscription Period together with any
subsequent Renewal Periods;
"Subscription Software" means the software, listed under "Subscription Software" on
our website: https://www.red-gate.com/support/license/software-editions, selected by
you and licensed to you under this Agreement;
"Subscription Start Date" means the date of the invoice issued to you by us under this
Agreement;
"We", "Our", "Us" and the non-capitalised versions means Red Gate Software Limited, a
company registered in England with company number 3857576 and registered office at
Newnham House, Cambridge Business Park, Cambridge CB4 0WZ, United Kingdom;
"You", "Your" and the non-capitalised versions means, whether the Subscription
Software is obtained directly from us or through a Reseller, (a) where an individual
downloads and/or installs the Subscription Software on an OSE for his own personal
use, that individual (a "Consumer"); or (b) where an individual downloads and/or installs
the Subscription Software on a OSE for business use, that individual's employer (and we
will assume that such individual has the authority to purchase on behalf of their
employer); or (c) where an entity or organisation downloads and/or installs the
Subscription Software on a OSE for use by its employees, that entity or organisation
(and such entity shall be responsible for all use by its employees of the Subscription
Software).
Schedule 1
Evaluation Period
1 We grant you the right to use the Subscription Software for the Evaluation Period. The
length of the Evaluation Period is confirmed on the relevant product page for the
Subscription 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 Subscription Software, during the
Evaluation Period, you hereby agree that the Subscription Software is provided AS IS
with no representation, guarantee or warranty of any kind as to its functionality, quality,
performance, suitability or fitness for purpose. All other terms, conditions,
representations and warranties expressed or implied whether by statute or otherwise are
hereby expressly excluded.
3 Subject to clause 10.8.2(ii) of this Agreement, we shall not be liable for any claim,
damages or other liability arising from or in connection with your use of the Subscription
Software during the Evaluation Period.
4 For the avoidance of doubt, during the 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:
(a) if, in your sole opinion, the Subscription Software has met your requirements, and you
wish to continue to use the Subscription Software beyond the end of the Evaluation
Period, you can decide whether to obtain the equivalent Subscription Fee version. Once
the appropriate Subscription has been obtained, this Agreement shall continue in force
(except that this Schedule 1 shall no longer apply).
(b) if you decide that the Subscription Software does not meet your requirements, or
otherwise do not wish to enter into a paid up Subscription, then you shall destroy the
Subscription Software and all copies, in any form including partial copies or modifications
of the Subscription Software received from us or made in connection with this
Subscription and all documentation relating thereto. Any rights of yours to use the
Subscription Software shall cease.
Schedule 2
Product Specific Terms
1 Definitions
1.1 In this schedule, the following definitions shall apply:
"Client Component" means, where the Subscription Software is Per OSE Subscription
Software, any component of the Per OSE Subscription Software directed to or otherwise
provided for accessing the Server Component;
"Per Capacity Software" means any or all of the software listed on our website:
https://www.red-gate.com/support/license/software-editions, as licensed on a capacity
basis;
"Per OSE Subscription Software" means any or all of the Subscription Software listed
on our website: https://www.red-gate.com/support/license/software-editions, as licensed
on a "Per OSE" basis;
"Server Component" means, where the Subscription Software licensed to you under
this Agreement is Per OSE Subscription Software, the server-based components on a
single OSE;
"Tier" means a pricing tier as defined on our website, at
http://www.red-gate.com/support/license/capacity-model for the Subscription Software;
and
"True Up" means an annual evaluation of the suitability of the Tier chosen for the Per
Capacity Software.
2 Type of Software
2.1 Where the Subscription Software is Per Capacity Software or Per OSE Subscription
Software the relevant additional terms below shall apply to limit the Subscription granted
in clause 1 of this Agreement:
Per Capacity Software
* It is your responsibility to decide, at the point of purchase, which Tier is suitable for
your intended use of the Subscription Software over the Initial Subscription Period.
* You will receive an email annually requiring you to conduct a True Up. You are
required to notify us of the outcome of the True Up if a different Tier is applicable to
your Subscription, and:
* if your Initial Subscription Period was for a period of 12 months, we will issue to
you an invoice for the new applicable Tier which will apply from the start of the
Renewal Period; or
* if you have purchased a multi-year Initial Subscription Period, we will issue you
with an invoice for any increase in Subscription Fees between the Tier you have
paid for and the Tier that is applicable after the True Up for the remainder of the
Initial Subscription Period, based on the Subscription Fee.
* The Subscription Fee payable to us will vary depending on the Tier applicable to
your Subscription.
* If you do not True Up before the expiry of the Initial Subscription Period or the expiry
of any Renewal Period and you do not terminate your Subscription, your
Subscription will automatically renew for the same Tier and we will issue an invoice
for the relevant Renewal Period based on that Tier.
Per OSE Subscription Software
* The Server Component is licensed for use on a single OSE owned, leased and/or
controlled by you for internal use.
* Where the Per OSE Licensed Software includes a Client Component, you may use
and install such Client Component on more than one OSEs leased and/or controlled
by you for internal use.
3. SQL Data Catalog
3.1 SQL Data Catalog is licensed on a Per OSE basis;
3.1.1 If you are using SQL Data Catalog with an Azure Database (PaaS)
environment, you are entitled to deploy either 1 managed instance or up to 5
single Databases for each Per OSE Licensed Software entitlement.
LAST UPDATED: JANUARY 29 2020
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