END USER LICENSE AGREEMENT

IMPORTANT: This END USER LICENSE AGREEMENT (“EULA” or “Agreement”) is a binding legal agreement
between You, an individual or a single entity, as Licensee ("You"), and ApexSQL, LLC ("ApexSQL"), a North
Carolina, U.S.A. Limited Liability Company, for the ApexSQL SOFTWARE LICENSE you have purchased
(together with all prior and/or subsequent versions, and all patches and updates thereto, the
"SOFTWARE"). By installing, copying, or otherwise using the “SOFTWARE” (as defined herein below), You,
as Licensee, agree to be bound by the terms of this Agreement. If You, as Licensee, do not agree to the
terms of this EULA, then do not use the SOFTWARE, and any further installation, use, copying, duplication,
and access of and to the SOFTWARE is not permitted. BY INSTALLING, COPYING, OR OTHERWISE USING
THE SOFTWARE, YOU AGREE THAT YOU HAVE READ THIS EULA, UNDERSTAND THE TERMS CONTAINED
HEREIN, AND AGREE TO BE BOUND BY THESE TERMS.

Should You choose not to accept the terms of this Agreement, ApexSQL requires that You immediately
remove and destroy any portion of the SOFTWARE in your possession.

ApexSQL hereby licenses the enclosed SOFTWARE, as hereinafter defined, to You, as Licensee, on the
condition that You accept all of the terms in this Agreement. If You are an employee or agent of a duly
organized and existing company, corporation, partnership, or other legal entity (the "Company") and are
entering into this Agreement to obtain the SOFTWARE for use by the Company for its own business
purposes, You hereby agree that You enter into this Agreement on behalf of the Company and that You
have been properly delegated by the authority to bind the Company to the terms and conditions of this
Agreement. For the purposes of this Agreement, the term “SOFTWARE” shall be defined to include, but is
not limited to, the following: i) underlying and related code; ii) computer software, components,
application programming interfaces (APIs), and other licensed materials; iii) associated media and printed
materials; iv) "online" or electronic documentation; v) help files; vi) any incorporated, imbedded, or
associated images, graphics, icons, photographs, animations; video, audio, music, and text; or other
media; vii) any Updates/Upgrades ApexSQL may furnish You from time to time, including automatic
updates; and viii) all related support services (collectively referred to as the "SOFTWARE").

DEFINITIONS

USER: a) The person, otherwise referred to as You, the Licensee, who installs the ApexSQL SOFTWARE on
a COMPUTER for his own personal use; or b) the entity on whose behalf the SOFTWARE has been installed.

COMPUTER: A single device that accepts information in digital or similar form and manipulates it for a
specific result based on a sequence of instructions; is also defined by a unique Hardware ID.

INSTANCE: A single installation of SQL Server

1 ApexSQL LLC | 11312 US 15-501 N, suite 107-212, Chapel Hill, NC, 27717, USA

INDIVIDUAL LICENSE. Such permission will not be unreasonably withheld. 1. laptop. Activate a copy of the SOFTWARE on one COMPUTER b. All terms and conditions of this Agreement shall apply to the USER License. an INDIVIDUAL LICENSE is for the use of a single user only. depending on the particular product. an INDIVIDUAL LICENSE is to be activated on a single INSTANCE only. SOFTWARE licensed per INSTANCE (See the section 2 of the Agreement) a. suite 107-212. Additional Activations of the SOFTWARE are in violation of this EULA unless expressly allowed by written permission from ApexSQL. ApexSQL SOFTWARE is licensed per USER. i) For LICENSED PER USER software. B. A. LICENSED PER USER. LICENSE TYPES. or home COMPUTER for the exclusive use of the primary USER of the first copy of the SOFTWARE for each license B. ApexSQL grants You the following rights when You purchase a License provided that you comply with all terms and conditions of this EULA: A. LICENSE PARADIGMS. Such permission will not be unreasonably withheld. LICENSE PARADIGM: ApexSQL SOFTWARE is licensed per USER or per INSTANCE. transfer of the SOFTWARE to another INSTANCE requires ApexSQL’s written consent. Activate an additional copy of the SOFTWARE on a second. SOFTWARE licensed per USER (see the section 2 of the Agreement): a. 2. Chapel Hill. ApexSQL offers several types of licenses. GRANT OF LICENSE.ACTIVATION: The event when a valid ACTIVATION Key is entered into the SOFTWARE and used to unlock the SOFTWARE. portable device. and the INSTANCE License unless specifically excluded herein. LICENSED PER INSTANCE. 2 ApexSQL LLC | 11312 US 15-501 N. a permanent record of the ACTIVATION is made. converting the evaluation copy to a fully functional version of the SOFTWARE on the same computer/INSTANCE. For all License Paradigms. or licensed per INSTANCE depending on the specific ApexSQL SOFTWARE product. USA . A. NC. The SOFTWARE is licensed on ONE Instance of SQL Server where the SOFTWARE is installed. The SOFTWARE is licensed for use by a specific USER only. Activate a copy of SOFTWARE on one INSTANCE Once a license is activated. 3. 27717. ii) For LICENSED PER INSTANCE software.

An enterprise license can be activated on an unlimited number of INSTANCES. A site license can be activated on an unlimited number of INSTANCES and can be used by an unlimited number of USERS. YOU MAY NOT: i) prepare derivative works based on the SOFTWARE. D. You may not distribute. B. 3 ApexSQL LLC | 11312 US 15-501 N. or disassemble the SOFTWARE. or iii) remove any proprietary notices. The use of ACTIVATION Keys obtained via other means constitutes violation of this Agreement and may result in termination of this. ENTERPRISE LICENSE. RESTRICTIONS. USA . license agreement(s) with ApexSQL.6 Km. and other intellectual property rights. USERS must belong to a single entity or employed by the LICENSEE or the licensed company. or otherwise disseminate the SOFTWARE ACTIVATION Keys to any other persons. 4. INSTANCES and USERS must be at a single geographic work site. and use the SOFTWARE. and has no geographical limitations. organizations. A. and/or sites whatsoever. C. patents. You must complete the ACTIVATION of the SOFTWARE. or Your employees or agents. publish. copyright. locations. INSTANCES must be owned/leased/controlled by the LICENSEE or the licensed company. subject to applicable law to the contrary. Except as provided herein. used by an unlimited number of USERS. and You shall maintain the SOFTWARE in confidence. restrictions concerning privacy. NC. newsgroups. entities. B. it is a violation of this Agreement to distribute. 5. 27717. In order to convert the SOFTWARE from an evaluation version to a fully functional version of the SOFTWARE. Chapel Hill. Note: For all license types. Only ACTIVATION Keys provided by ApexSQL or approved reseller may be used to unlock. and any other. but not limited to. suite 107-212. and any such use must be consistent with the terms. and copyrights owned by ApexSQL. reverse engineer. SITE LICENSE. C. or otherwise disseminate SOFTWARE ACTIVATION Keys. You agree that you shall only use the SOFTWARE in a manner that complies with all applicable court orders in the jurisdiction in which you use the SOFTWARE. decompile. ALL RIGHTS TO THE SOFTWARE NOT EXPRESSLY GRANTED HEREIN ARE RESERVED BY APEXSQL. You shall not allow any access to or use of the SOFTWARE by anyone other than You. including. A single geographic work site is defined as one or more locations that are not physically separated by more than 1 mile/1. translate. MANDATORY ACTIVATION. conditions. or other identifying marks on the SOFTWARE. labels. and restrictions set forth in this Agreement. ii) modify. These Terms shall not be interpreted as granting to you any license or right not expressly granted herein. access. trademarks. The SOFTWARE contains trade secrets. publish.

ApexSQL makes no promises as to the availability of updates whether they are for additional features. You agree. for the license of the SOFTWARE. as part of the Support Services. without your written permission. For You to install. ownership. You. with support services related to the SOFTWARE ("Support Services"). Should ApexSQL choose. web). accessing. as a Licensee. TERM/TERMINATION. in its sole discretion. patches. including for product support and development. shall be considered part of the SOFTWARE and subject to the terms and conditions of this Agreement. or manipulating the SOFTWARE (the "Effective Date"). to provide future SOFTWARE updates or upgrades. the specified fees. SUPPORT SERVICES. if any. LICENSE FEES. then You may download and install these Updates/Upgrades. rights. perform. 8. 4 ApexSQL LLC | 11312 US 15-501 N. installing. to You. revisions or enhancements to the SOFTWARE ("Updates/Upgrades") to You. for as long as Your License is valid. email. ApexSQL may provide You. and this Agreement will terminate immediately upon notice to You or if You materially breach any term or condition of this Agreement. UPDATES/UPGRADES. as Licensee. and use these Updates/Upgrades. not sold. You are purchasing the SOFTWARE AS-IS and there is no guarantee that future upgrades or updates will be available for the SOFTWARE. NC. turnaround times. The Agreement becomes effective when You agree to the terms and conditions of this Agreement by opening. ApexSQL retains all ownership in and to all copies of the SOFTWARE itself. or any other fixes provided to You. 27717. as Licensee. defect correction. using. Your purchase must be recorded with ApexSQL through product activation or through a direct purchase from ApexSQL or from a retailer and/or Reseller. and ApexSQL reserves all rights not expressly granted to You. OWNERSHIP/TITLE. upon termination. You. The SOFTWARE is protected by the copyright laws of the United States and other countries.6. only to the extent that the terms of such "online" documentation and/or other ApexSQL-provided materials are consistent with the terms of this Agreement. 10. USA . 9. ApexSQL may use the technical information that. improved design. to promptly destroy the SOFTWARE and all copies thereof. performance. or successful resolution of any type of issues. ApexSQL makes no guarantees on the availability of Support (hours of operation) in whatever medium (phone. and by international copyright treaties. provide to ApexSQL as part of the Support Services for its business purposes. or for any other purpose deemed necessary by ApexSQL. You are responsible for paying ApexSQL or the retailer and/or Reseller from whom you purchased the SOFTWARE. ApexSQL will not utilize such technical information in a form that personally identifies You. Use of Support Services is governed by the ApexSQL policies and programs described in the "online" documentation and/or in other ApexSQL-provided materials. upgrades. Chapel Hill. as Licensee. 7. Any supplemental SOFTWARE code. The SOFTWARE is licensed. improvements. and applicable taxes. as Licensee. ApexSQL may make available and/or issue new releases. may use the updates/upgrades only in accordance with the terms of this Agreement. and intellectual property rights in and to the SOFTWARE shall remain in ApexSQL and/or its suppliers. Title. suite 107-212.

this Agreement. NC. then effective. OR OTHERWISE. WARRANTY DISCLAIMER. APEXSQL DOES NOT WARRANT THAT THE SOFTWARE OR SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE SOFTWARE WILL BE ERROR-FREE. the SOFTWARE is provided to You "as is" and Your use of it is entirely at Your own risk. APEXSQL IS NOT RESPONSIBLE FOR ANY LOSS OF DATA OR OTHER EFFECTS THAT THE INSTALLATION OF THE SOFTWARE MAY CAUSE TO YOUR COMPUTER OR COMPUTER NETWORK. APEXSQL’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO ANY AND ALL WARRANTY SHALL BE THAT APEXSQL USES COMMERCIALLY REASONABLE EFFORTS TO CORRECT NON-CONFORMITIES. suite 107-212. and you agree to resolve any disputes You may have with ApexSQL through a binding arbitration in accordance with the provisions of this paragraph. exclusively by arbitration pursuant to the commercial arbitration rules of the American Arbitration Association (AAA) or the National Arbitration Forum (NAF). APEXSQL SHALL PROVIDE MAINTENANCE AND SUPPORT SERVICES TO YOU IN ORDER TO FACILITATE YOUR USE OF THE SOFTWARE IN ACCORDANCE WITH SECTION 9 OF THIS AGREEMENT. AND APEXSQL SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY. Any dispute. DISPUTE RESOLUTION. 13. IT IS POSSIBLE THAT THE SOFTWARE MAY HAVE NEGATIVE INTERACTIONS WITH CERTAIN SOFTWARE. 5 ApexSQL LLC | 11312 US 15-501 N. IT IS POSSIBLE THAT THE SOFTWARE WILL NOT RECOVER ANY OR ALL AVAILABLE USER OR SYSTEM DATA FROM YOUR DATABASE FILES. STATUTORY. If you are using the SOFTWARE for evaluation." APEXSQL MAKES AND YOU RECEIVE NO WARRANTY EXPRESSED. or the Support Services. NONINFRINGEMENT. OR PROGRAMS INSTALLED ON OR ACCESSED BY YOUR COMPUTER OR COMPUTER NETWORK. controversy. THE SOFTWARE. During the Evaluation Period. ANY UPDATES/UPGRADES. including the right to litigate claims on a class-wide or class-action basis. PLEASE CONTACT APEXSQL FOR A FULL LIST OF ALL CURRENT LIMITATIONS PRIOR TO PURCHASING. 27717. AND ALL SUPPORT SERVICES ARE PROVIDED TO YOU "AS IS. You shall remove and destroy any portion of the SOFTWARE in your possession. At the end of the Evaluation Period. then You shall have a license under the terms of this Agreement to use the SOFTWARE beginning on the Effective Date for the number of days indicated in the materials which accompany the SOFTWARE (the "Evaluation Period") and solely for the purpose of determining whether to proceed with the purchase of one or more licenses of the SOFTWARE. controversies. DATABASES. AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE. without resort to any form of class action. APEXSQL ADVISES YOU TO MAKE BACKUP COPIES OF ALL OF YOUR PROGRAMS AND DATA PRIOR TO INSTALLING THE SOFTWARE ON YOUR SYSTEM. NO PRODUCT REFUNDS ARE AVAILABLE IF THE SOFTWARE FAILS TO MEET END USER REQUIREMENTS. USA . or claim whatsoever that You may have against ApexSQL including those disputes. or claims arising out of Your use of the SOFTWARE. IT IS POSSIBLE THAT THE SOFTWARE WILL NOT INTEGRATE WITH YOUR PARTICULAR SOFTWARE OR DATABASE. EVALUATION.11. TRANSACTION LOG FILES. unless You purchase a license to the SOFTWARE. You agree to waive any right to litigate disputes You may have with ApexSQL in court. IT IS POSSIBLE THAT THE SOFTWARE WILL NOT SUPPORT OR HANDLE ALL SYSTEM OR USER OBJECT TYPES. 12. THIS LIMITATION OR EXCLUSION OF WARRANTIES MAY BE SUBJECT TO EXCEPTIONS IN CERTAIN JURISDICTIONS. IMPLIED. shall be resolved individually. Chapel Hill. Any arbitration shall be conducted in the State of North Carolina. OR BACKUP FILES.

COMPUTER FAILURE. OR OTHER DAMAGES WHATSOEVER OR FOR DAMAGES FOR LOSS OF BUSINESS PROFITS. OR SUPPORT SERVICES. its officers. IN NO EVENT SHALL APEXSQL OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL. USA . export control laws and may be subject to export or import regulations in other countries. INCIDENTAL. GOVERNMENT END USERS. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH APEXSQL RELATED TO THIS AGREEMENT OR THE SOFTWARE. LIMITATION OF REMEDIES. You hereby agree to indemnify and hold ApexSQL harmless from any and all claims. EVEN IF APEXSQL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 17. damages. valid and binding obligation of the Company. You agree to hold harmless. damages. NC. Use. NC 27517 USA. that this Agreement has been duly authorized by the Company and that this Agreement will constitute the legal. indemnify and defend ApexSQL. AUTHORITY AND INDEMNITY. EXPORT LAW. 15. fines and expenses (including attorneys' fees and costs) arising out of or relating to any claims that you have violated any terms of this Agreement or used the SOFTWARE in a manner that violates any law. re-export or import as may be required. 16. You will not. BUSINESS INTERRUPTION. export or transfer 6 ApexSQL LLC | 11312 US 15-501 N. S. power and authority to enter into this Agreement on behalf of the Company. LLC Chapel Hill. OR OTHER PECUNIARY LOSS ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE. attorneys' fees) arising from any breach of this section on Authority and Indemnity. without limitation. suite 107-212.227-19. REPRESENTATION. You represent and warrant that You have the full corporate right. SPECIAL. If You have entered into this Agreement on behalf of (or to facilitate the use of the SOFTWARE by) a Company of which You are an employee or agent. Manufacturer is ApexSQL. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.227-7013 or subparagraphs (c)(1) and (2) of the Commercial COMPUTER SOFTWARE-Restricted Rights at 48 CFR 52. LOSS OF BUSINESS INFORMATION. PUNITIVE. losses and expenses (including. 27717.14.S. OR SUPPORT SERVICES SHALL BE CANCELLATION OF THE SOFTWARE LICENSE AND SERVICES. U. duplication. INDIRECT. ApexSQL hereby represents and warrants that it has the right to grant this license to you and that the granting of this license will not infringe the intellectual property rights or proprietary rights of any person or entity and it shall defend. Chapel Hill. The SOFTWARE and related technology are subject to U. as applicable. or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and COMPUTER SOFTWARE clause at DFARS 252. or trademark of a third party. directly or indirectly. from and against any losses. indemnify and save You harmless from and against any liability arising out of or based on any claim demand or action alleging that your use of the SOFTWARE within the scope of this Agreement infringes the copyright. IN THE EVENT A COURT AWARDS DIRECT DAMAGES DESPITE THE FOREGOING. SUCH DAMAGES SHALL NOT EXCEED THE AMOUNT YOU PAID FOR THE SOFTWARE. patent. directors and employees. You agree to strictly comply with all such laws and regulations and acknowledge that You have the responsibility to obtain such licenses to export. The SOFTWARE and documentation are provided with RESTRICTED RIGHTS. enforceable against the Company in accordance with its terms.

the application of which is hereby expressly excluded. No notice shall be required from ApexSQL to effect such an automatic termination. without regard to or application of any conflicts of law rules or principles. claims or controversies arising out of or relating to this Agreement brought by or on behalf of ApexSQL. HIGH RISK ACTIVITY. North Carolina shall have exclusive jurisdiction over any disputes. suite 107-212. You agree that you are bound by the Dispute Resolution provisions of Section 13 hereof. GENERAL. including. should such mandatory arbitration provision be invalidated by any court for any reason. Without limiting the prior sentence. USA . and that ApexSQL makes no warranty and shall have no liability arising from any use of the SOFTWARE in any high risk or strict liability activities. 7 ApexSQL LLC | 11312 US 15-501 N. This Agreement will be governed by the laws of the State of North Carolina in the United States of America. the SOFTWARE to any county in which transmission is prohibited by applicable stature. You acknowledge and agree that the SOFTWARE is not intended for use with any high risk or strict liability activity. The federal and state courts for Chatham County. air or space travel. 27717. Governing Law/Jurisdiction. you shall immediately discontinue use of the SOFTWARE. power plant design or operation. A. NC. your right to use the SOFTWARE will automatically terminate if you fail to comply with any term or provision of this Agreement. claim or controversy ApexSQL may assert against You. you hereby agree to bring any actions related to the terms of this Agreement. This Agreement is the complete and exclusive statement of the agreement between You and ApexSQL which supersedes any proposal or prior agreement. 20. life support or emergency medical operations or uses. If any provision of this Agreement is held to be unenforceable. Chapel Hill. you may terminate your use of the SOFTWARE. the SOFTWARE or the Support Services exclusively in state courts located in Chatham County. and You hereby irrevocably waive any objection to the jurisdiction of such courts over any such dispute. ApexSQL may provide notice to you of any such modification by e-mail or by publishing the changes on its Web site. technical building or structural design. that provision will be enforced to the extent permissible by law and the remaining provisions will remain in full force. The terms of this Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods. however. Upon any termination of your right to use the SOFTWARE. ApexSQL may modify the Terms of this Agreement upon notice to you at any time. oral or written. APEXSQL'S RIGHT TO TERMINATE OR MODIFY TERMS OF THIS AGREEMENT. 19. Your failure to comply with this provision is a material breach of the terms of this Agreement. North Carolina. ApexSQL may also terminate your right to use the SOFTWARE and/or support services at any time for any reason should You fail to comply with the terms of this Agreement. B. In the event that ApexSQL modifies the terms of this Agreement. but not limited to. Complete Agreement. 18.

and may not be assigned or transferred without ApexSQL’s written consent. or any other appropriate relief. suite 107-212. logo. ApexSQL may seek injunctive relief. Chapel Hill. service. No Assignment. API Redistribution Provisions. Revisions to Terms. If You have any questions regarding this Agreement or the SOFTWARE. in any court of competent jurisdiction. or a breach by reverse engineering). please contact the party that supplied the SOFTWARE to You. The SOFTWARE is personal to You. and any other communications between You and ApexSQL in relation to the subject matter of this Agreement. and technical or other assistance relating to redistributable Files iii) You do not supply any means by which an END USER can incorporate the SOFTWARE or portions of which into their own products iv) You do not use ApexSQL's name. C. To the extent that you have breached or have indicated your intention to breach these Terms of this Agreement in any manner which violates or may violate ApexSQL's intellectual property rights. The Licensee will be deemed to have accepted the terms of the EULA by installing the SOFTWARE onto any COMPUTER or INSTANCE. USA . Acceptance of Agreement. APPLICATION PROGRAMMING INTERFACES (APIs) REDISTRIBUTION. 27717. or may cause continuing or irreparable harm to ApexSQL (including. F. D. upgrades. The Licensor reserves the right to revise the terms of the EULA by updating the EULA on its website and in updated versions of the SOFTWARE. If you have licensed any ApexSQL API program and you redistribute the API redistributable files. E. The Licensee's continued use of the SOFTWARE shall be deemed to constitute acceptance of any revised terms. A. 21. The Licensee is advised to review the EULA for each new version of the SOFTWARE. Injunctive Relief. you agree to the following additional provisions. but not limited to. i) You distribute the redistributable Files only in conjunction with and as part of your SOFTWARE application products(s) ii) You remain solely responsible for support. any breach that may impact ApexSQL's intellectual property rights. NC. or trademarks to market a SOFTWARE application product without ApexSQL’s written permission v) You include a valid ApexSQL copyright notice on your SOFTWARE 8 ApexSQL LLC | 11312 US 15-501 N.

API Redistribution Licensing. January 20. and defend ApexSQL from and against any claims that arise or result from the use and distribution of your SOFTWARE application product as per Clause 14 of this agreement vii) You will ensure that all third party licensees of the Licensed Products comply with the terms of this EULA viii) You will not use the SOFTWARE to manufacture or distribute a product that is substantially similar to or competes with ApexSQL's SOFTWARE. Last updated: Tuesday. Appendix A – Notes on Activation License Grant for Remote Desktop and Virtualization. such as the Remote Desktop features in Microsoft Windows. Additional/Redistribution Licenses in excess of one (1) shall require a Redistribution license. provided that only the primary USER of the device hosting the remote desktop session accesses and uses the SOFTWARE with a remote access device. Terminal Services. The number of redistributable licenses is determined at time of purchase. suite 107-212. You may use remote access and virtualization technologies. USA . Chapel Hill. vi) You indemnify. These remote desktop rights do not permit you to use the SOFTWARE on both the device hosting the remote desktop session and the access device at the same time. VMWare or similar. NC. hold harmless. A royalty-free API does not require a redistribution license. B. Certain ApexSQL API SOFTWARE programs may require a redistribution license to license the SOFTWARE on additional INSTANCES. telnet and similar protocols and/or tools. to access and use your licensed copy of the SOFTWARE. 2015 9 ApexSQL LLC | 11312 US 15-501 N. 27717. or implement on one (1) SQL Server INSTANCE. NetMeeting or similar. develop on. Additional Redistribution Licenses of ApexSQL API’s may be based on a royalty schedule. A non-royalty free API that requires a redistribution license is licensed per INSTANCE. Each license of this API product will entitle the USER to connect to.