DataStar License Agreement

Licensor: Absolute Technology Limited (Company No. 06255902) ("Absolute")

IMPORTANT — READ CAREFULLY

This End User License Agreement ("Agreement") is entered into between Absolute and the entity identified in the Order Form ("Licensee"). By signing an Order Form or installing, accessing, or using the Software, the Licensee agrees to be bound by this Agreement.

1. Definitions​

• "Software" means the DataStar™ software in object code form.
• "Documentation" means any user guides or materials provided by Absolute.
• "Order Form" means the commercial document specifying the Scope of Use.
• "Scope of Use" means the permitted usage rights set out in the Order Form.
• "Charges" means fees payable under the Order Form.
• "License Term" means the duration specified in the Order Form.
• "License Commencement Date" means the date on which the License Term begins, as specified in the Order Form.
• "Output" means scripts, code, or other materials generated using the Software.
• "Supported Technologies" means supported platforms specified by Absolute.
• "Support Period" means the support duration specified in the Order Form.

2. License Grant​

(a) Grant. Subject to payment of Charges, Absolute grants a non-exclusive, non-transferable, non-sublicensable license to install and use the Software in accordance with the Scope of Use.

(b) Restrictions. The Licensee shall not:

• reverse engineer, decompile, or disassemble the Software except where permitted by law;
• modify, adapt, translate, or create derivative works of the Software;
• distribute, resell, lease, or sublicense the Software;
• copy the Software except as expressly permitted under clause 2(c);
• use the Software, or any observation, study, or testing of it, to design, develop, benchmark, train (including the training of any machine learning or artificial intelligence model), or otherwise create any product or service that competes with the Software, or to derive any of the Software's ideas, features, functions, behaviour, user interface, or workflows;
• permit any third party to access or use the Software in connection with a commercial service offering;
• circumvent license controls or activation mechanisms;
• use the Software in any computer environment other than the Supported Technologies;
• use the Software in or in connection with the operation of nuclear facilities, aircraft navigation, communication systems, air traffic control, medical devices, life support systems, or other applications where failure could lead to death, personal injury, or severe physical or environmental damage;
• distribute, incorporate, or combine the Software or any part thereof with other software in any manner that would subject the Software to the terms of any copyleft, free software, or open source license that requires the Software to be disclosed in source code form.

(c) Backup. The Licensee may make one (1) backup copy of the Software for archival purposes only, provided it bears all original copyright and intellectual property notices.

(d) Output Ownership. All Output generated using the Software is owned by the Licensee. Absolute retains all rights in the Software and underlying intellectual property.

3. License Model​

The Software is licensed on a subscription basis, as specified in the Order Form. Where the Scope of Use specifies a user limit, access to the Software is restricted to authorised users. A "user" means an individual authorised to use the Software. A single user may access the Software from multiple devices, provided they are the sole user.

Where the Order Form specifies a Named User license:

• it may only be used by the identified individual(s);
• it may not be shared;
• it may be reassigned, provided reassignment is not frequent or used to circumvent limits.

If usage exceeds the Scope of Use, the Licensee shall: (i) notify Absolute; and (ii) purchase additional capacity at Absolute's then-current rates.

4. Evaluation License​

Evaluation use is limited to internal testing for up to thirty (30) days unless otherwise agreed. Evaluation Software is provided "as is". The Licensee retains ownership of all Output. Use is at the Licensee's own risk. Upon expiry, Software use must cease unless a paid license is purchased.

5. Intellectual Property​

The Software and all associated intellectual property rights are owned by Absolute or its licensors. DataStar™ and the DataStar logo are trademarks of Absolute Technology Limited. All other trademarks, service marks, and logos used in or in connection with the Software are the property of their respective owners. This Agreement does not transfer ownership of the Software or any trademark.

6. Support and Maintenance​

Where purchased:

• Absolute will provide updates and support during the Support Period;
• support is provided via email/web support during business hours;
• Absolute will use reasonable efforts to resolve reproducible issues.

Support excludes: misuse or unauthorised modifications; unsupported environments; third-party systems.

7. License Activation and Compliance​

The Software contacts the DataStar licence server via internet communication to validate licence status. This communication transmits only the licence identifier, the email address associated with the licence, and the version of the Software being run. The Software does not transmit any telemetry, usage analytics, diagnostic data, customer business data, or database contents. The Licensee must ensure usage does not exceed the Scope of Use.

8. Audit Rights​

(a) Routine audit. Absolute may audit the Licensee's compliance with this Agreement no more than once in any 12-month period, on not less than thirty (30) days' written notice, during business hours, and with minimal disruption to the Licensee's operations.

(b) For-cause audit. In addition to clause 8(a), if Absolute has reasonable grounds, supported by specific written evidence disclosed to the Licensee, to suspect material non-compliance, Absolute may conduct one further audit in any 12-month period, on not less than fourteen (14) days' written notice.

(c) Conduct. Audits shall be conducted by Absolute or by an independent third-party auditor, in each case under written confidentiality obligations no less protective than those in clause 13. The audit shall not require disclosure of the Licensee's customer data, source code, or other confidential business information not relevant to verifying compliance.

(d) Costs. The Licensee shall pay Absolute's reasonable audit costs only where material non-compliance (under-licensing of more than 5%) is found, in addition to any underpaid Charges. Where a for-cause audit identifies no material non-compliance, Absolute shall reimburse the Licensee's reasonable cooperation costs.

9. Term and Termination​

This Agreement continues for the License Term unless terminated. Either party may terminate: for material breach (30 days to remedy); for insolvency; or for convenience, by giving the other party ninety (90) days' prior written notice.

Absolute may suspend the Licensee's access to the Software and any support services if any undisputed payment remains overdue for more than thirty (30) days. If such payment remains outstanding for a further thirty (30) days after written notice, Absolute may terminate this Agreement.

Upon termination: use of the Software must cease; all copies of the Software must be destroyed or returned; Output may continue to be used; Absolute shall be entitled to payment of all sums due up to the date of termination.

Termination shall not affect the Licensee's ownership of, or right to continue using, Output created using the Software prior to the date of termination. Absolute does not hold the Licensee's databases or business data, and accordingly has no such data to return or delete on termination. The Licensee's personal data held by Absolute (such as the email address associated with the licence) shall be retained and deleted in accordance with Absolute's Privacy Notice.

The following clauses shall survive termination: 1 (Definitions), 5 (Intellectual Property), 8 (Audit Rights), 11 (Data Protection), 12 (Use of Data), 13 (Confidentiality), 14 (Limited Warranty, to the extent claims arose during the warranty period), 15 (Limitation of Liability), 19 (Transfer), 21 (IP Infringement), 22 (Licensee Indemnification), and 23 (Export Control and Sanctions). Clauses 23 and 24 shall continue to apply to any conduct or transactions that occurred or were entered into prior to termination.

10. Third Party Software​

The Software may include third-party components subject to their own license terms. Third-party license notices are set forth in the "Licenses" directory of the Software installation directory. By accepting this Agreement, the Licensee also accepts the terms of each third-party component license.

11. Data Protection​

Both parties shall comply with UK GDPR and the Data Protection Act 2018. Each party acts as an independent controller in respect of personal data it processes for its own purposes. If Absolute processes personal data on behalf of the Licensee (for example, in connection with the provision of support services), Absolute shall do so as the Licensee's processor, and the parties shall enter into a separate data processing agreement on Absolute's standard terms before such processing begins.

12. Use of Data​

Absolute processes the email address and licence identifier associated with each licence, together with the Software version information transmitted at validation, for purposes of licence administration, customer communications, and support. Absolute does not collect telemetry, usage analytics, or diagnostic data from the Software. Personal data is handled in accordance with Absolute's Privacy Notice.

13. Confidentiality​

Each party shall keep confidential all non-public information received from the other and shall not disclose such information to any third party without the prior written consent of the disclosing party.

Confidentiality obligations do not apply to information that: (a) was already known to the receiving party without restriction; (b) is or becomes publicly available other than through breach of this Agreement; (c) is independently developed by the receiving party without use of confidential information; (d) is received from a third party without restriction and without breach of any obligation of confidentiality; or (e) is required to be disclosed by law, regulation, or court order, provided the receiving party gives reasonable prior notice to the disclosing party where permitted.

This clause shall survive termination of this Agreement.

14. Limited Warranty​

For ninety (90) days from the License Commencement Date ("Warranty Period"): the Software will perform substantially in accordance with the Documentation; if the Licensee notifies Absolute in writing of a material defect during the Warranty Period, Absolute shall, at its option: (i) repair the Software; (ii) replace the Software; or (iii) terminate the license and refund Charges paid, less a reasonable amount for use to date. Any replacement Software shall be warranted for the remainder of the original Warranty Period or thirty (30) days, whichever is longer.

To the maximum extent permitted by applicable law, and except for the express warranty above, the Software is provided "as is". Absolute and its suppliers disclaim all other warranties, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, satisfactory quality, and non-infringement. No oral or written information or advice given by Absolute shall create a warranty.

The Licensee acknowledges that the Software is a productivity tool that assists with database scripting and deployment, and is not intended to operate as the Licensee's sole system of record or sole source of truth. The Licensee is responsible for: (i) reviewing, testing, and validating any Output produced by the Software before relying on it in production or business-critical environments; (ii) maintaining its own backups and independent records of its database schemas, scripts, and deployment artefacts; and (iii) operating appropriate quality assurance and change-control processes when applying Output to production systems. Absolute does not guarantee that Output is error-free, complete, or fit for any particular purpose, and the Licensee assumes all risk associated with the use of Output.

15. Limitation of Liability​

(a) Liabilities not excluded by law. Nothing in this Agreement excludes or limits either party's liability for: (i) death or personal injury caused by its negligence; (ii) fraud or fraudulent misrepresentation; (iii) any liability that cannot be excluded or limited by applicable law.

(b) Excluded losses. Subject to clauses 15(a) and 15(d), neither party shall be liable for: (i) indirect, special, incidental or consequential damages; (ii) loss of profit, loss of revenue, loss of business, loss of goodwill, or loss of anticipated savings; (iii) loss of, or damage to, data.

(c) Liability cap. Subject to clauses 15(a) and 15(d), each party's total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the Charges paid by the Licensee in the twelve (12) months preceding the event giving rise to the claim.

(d) Exceptions to the cap. The cap in clause 15(c) does not apply to: (i) Absolute's obligations under clause 21 (IP Infringement); (ii) the Licensee's obligation to pay Charges due; (iii) either party's breach of clause 13 (Confidentiality); (iv) the Licensee's breach of clause 2(b) (Restrictions) or clause 5 (Intellectual Property); (v) the Licensee's obligations under clause 22 (Licensee Indemnification); (vi) the Licensee's breach of clause 23 (Export Control and Sanctions); (vii) either party's breach of clause 24 (Anti-Bribery and Anti-Corruption).

(e) Statutory rights. The limitations and exclusions of liability in this clause do not prejudice applicable statutory consumer rights of any person acquiring the Software otherwise than in the course of business.

16. Escrow (If Applicable)​

If agreed in the Order Form, source code escrow may be provided.

17. General​

Governing law: England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales for any dispute arising out of or in connection with this Agreement.

This Agreement and the Order Form constitute the entire agreement and supersede all prior agreements, understandings, and representations. This Agreement may only be amended in writing signed by authorised representatives of both parties.

The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that party's right to enforce that provision or any other provision in the future.

Nothing in this Agreement is intended to confer any benefit on, or be enforceable by, any person who is not a party to this Agreement. The parties agree that the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.

Neither party may assign without consent (except within group companies). Neither party is liable for events beyond reasonable control (force majeure), including but not limited to acts of God, fire, flood, war, terrorism, pandemic, government action, or failure of third-party telecommunications or power supply.

Notices must be in writing and delivered by email or registered post. Notices are deemed received: on sending if by email; or 48 hours after posting if by registered post.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

18. Order of Precedence​

1. Order Form
2. Addenda / Schedules
3. This Agreement

19. Transfer​

The Licensee may not assign, transfer, or novate this Agreement or any rights under it without the prior written consent of Absolute, such consent not to be unreasonably withheld or delayed.

Notwithstanding the above, the Licensee may assign this Agreement without consent to: (a) an affiliate; or (b) a successor in connection with a merger, acquisition, or sale of substantially all of its assets, provided that: (i) the assignee agrees in writing to be bound by this Agreement; and (ii) the Licensee remains liable for any breach prior to assignment.

Absolute may assign, transfer, or novate this Agreement, in whole or in part, without the Licensee's consent: (a) to an affiliate; or (b) to a successor in connection with a merger, acquisition, reorganisation, or sale of substantially all of the business or assets to which this Agreement relates. Absolute shall give the Licensee written notice of any such assignment.

Any attempted transfer in breach of this clause shall be void.

20. Translations​

This Agreement is drafted in the English language. If this Agreement is translated into any other language, the English language version shall prevail in the event of any conflict or inconsistency.

21. IP Infringement​

(a) Absolute shall defend the Licensee against any claim brought by a third party that the Software infringes that party's intellectual property rights ("Claim"), provided that the Licensee: (i) promptly notifies Absolute in writing of the Claim; (ii) gives Absolute sole control of the defence and settlement of the Claim; and (iii) provides reasonable assistance at Absolute's expense.

(b) Absolute shall pay any damages finally awarded against the Licensee or agreed in settlement of the Claim.

(c) If the Software becomes, or in Absolute's opinion is likely to become, the subject of a Claim, Absolute may at its option: (i) procure the right for the Licensee to continue using the Software; (ii) modify or replace the Software so that it becomes non-infringing; or (iii) terminate the affected license and refund any prepaid Charges for the unused portion of the License Term.

(d) Absolute shall have no liability for any Claim arising from: (i) use of the Software in combination with other software or systems not supplied or approved by Absolute; (ii) use of the Software other than in accordance with this Agreement or the Documentation; or (iii) use of a version of the Software that is not the current supported version, where the Claim would have been avoided by using the current version.

(e) This clause sets out the Licensee's sole and exclusive remedy for any intellectual property infringement claims.

22. Licensee Indemnification​

(a) The Licensee shall defend Absolute and its affiliates, officers, directors, and employees ("Indemnified Persons") against any claim brought by a third party ("Licensee Claim") arising out of or in connection with: (i) the Licensee's breach of clause 2(b) (Restrictions); (ii) the Licensee's use of the Software in combination with software, hardware, data, or systems not supplied or approved in writing by Absolute, where the Licensee Claim arises from such combination; (iii) data, content, or other materials supplied by or on behalf of the Licensee for processing by the Software, including any allegation that such data infringes a third party's intellectual property, privacy, or other rights; (iv) the Licensee's breach of any applicable law in connection with use of the Software; or (v) any misrepresentation made by the Licensee in the Order Form.

(b) The Licensee shall pay any damages finally awarded against an Indemnified Person or agreed in settlement of a Licensee Claim, together with the Indemnified Person's reasonable costs of defence.

(c) The Licensee's obligations under this clause are conditional on Absolute: (i) promptly notifying the Licensee in writing of the Licensee Claim; (ii) giving the Licensee sole control of the defence and settlement of the Licensee Claim, provided that no settlement requiring Absolute to admit liability or take any action other than payment by the Licensee shall be made without Absolute's prior written consent (such consent not to be unreasonably withheld); and (iii) providing reasonable assistance at the Licensee's expense.

(d) The Licensee shall have no obligation under this clause to the extent a Licensee Claim arises from: (i) Absolute's negligence or wilful misconduct; (ii) Absolute's breach of this Agreement; or (iii) any matter for which Absolute is responsible under clause 21 (IP Infringement).

23. Export Control and Sanctions​

(a) Compliance. The Licensee shall comply with all applicable export control, re-export, and economic sanctions laws and regulations, including those of the United Kingdom, the European Union, and the United States, in connection with its access to and use of the Software.

(b) Prohibited use. The Licensee shall not, directly or indirectly, export, re-export, transfer, supply, or make the Software available, in whole or in part: (i) to any country, territory, person, or entity that is the subject of comprehensive sanctions or embargo administered by the United Kingdom, the European Union, or the United States; (ii) to any person or entity listed on any restricted-party or sanctions list maintained by such authorities (including the UK Sanctions List, the EU Consolidated Financial Sanctions List, and the US OFAC Specially Designated Nationals and Blocked Persons List); or (iii) for any end-use prohibited by such laws and regulations, including any end-use connected with the design, development, production, or use of nuclear, chemical, or biological weapons or missile technology.

(c) Warranty. The Licensee warrants that it is not, and is not owned or controlled (directly or indirectly) by, any person or entity described in clause 23(b)(i) or 23(b)(ii), and that it is not acting on behalf of any such person or entity.

(d) Personnel. The Licensee shall ensure that its employees, contractors, and any other persons to whom it grants access to the Software comply with this clause 23.

24. Anti-Bribery and Anti-Corruption​

(a) Compliance. Each party shall: (i) comply with all applicable anti-bribery and anti-corruption laws, including the UK Bribery Act 2010 and, where applicable, the US Foreign Corrupt Practices Act of 1977 (together, "Anti-Bribery Laws"); (ii) not engage in any activity, practice, or conduct in connection with this Agreement that would constitute an offence under sections 1, 2, or 6 of the UK Bribery Act 2010 if such activity, practice, or conduct had been carried out in the United Kingdom; and (iii) maintain in place its own policies and procedures, including (where required) adequate procedures under section 7 of the UK Bribery Act 2010, to ensure compliance with Anti-Bribery Laws and with this clause.

(b) No facilitation payments. Neither party shall make, offer, promise, or authorise any facilitation payment, kickback, or other improper payment in connection with this Agreement.

(c) Notification. Each party shall promptly notify the other in writing if it becomes aware of any actual or suspected breach of this clause in connection with the performance of this Agreement.

(d) Termination. Breach of this clause shall constitute a material breach of this Agreement that is not capable of remedy, and the non-breaching party may terminate this Agreement with immediate effect on written notice without further liability to the breaching party.