Terms of Use

1. General Information Regarding These Terms of Use.

Welcome, and thank you for your interest in SQLWATCH Cloud Service (referred to as “SQLWATCH”, “SQLWATCH Cloud”, “we”, “our”, or “us”). Unless otherwise noted on a particular SQLWATCH site or in connection with a particular service, these terms of use (“Terms”) apply to your use of our products and services and to all of your activities using the websites SQLWATCH operates.

Our products and services include our SQLWATCH Cloud Data Collector and Cloud platform (collectively referred to as “SQLWATCH Cloud Service”) as well as the https://sqlwatch.io, https://sqlwatch.cloud and https://my-sqlwatch.cloud sites and all other subdomains thereof (collectively referred to as the “Websites and Endpoints”).

These Terms also apply to all content, information, documentation, and other materials provided through the Websites or used in connection with SQLWATCH Products.

These Terms form a binding legal agreement between you and SQLWATCH in relation to your use of all SQLWATCH Products and our Websites.

2. Your Agreement to the Terms.

BY ACCESSING OR USING ANY OF THE SQLWATCH PRODUCTS OR WEBSITES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THESE TERMS.

When you register to use SQLWATCH Cloud, we will also ask you to check a box indicating that you consent to and agree to these Terms and that you also consent to and agree to adopt our Privacy Policy, which describes how we collect, use, and process your personal data. You will not be able to access SQLWATCH Cloud unless you demonstrate your approval and consent to be bound by these Terms and our Privacy Policy.

By accessing or using any SQLWATCH Product, you also represent that you have the legal authority to accept these Terms on behalf of yourself and any party or entity you represent in connection with your use of SQLWATCH Products. If you do not agree to these Terms, you are not authorized to use SQLWATCH Products or Websites.

If you are an individual who is entering into these Terms on behalf of an entity, you represent and warrant that you have all power and authority necessary to bind that entity, and you hereby agree on that entity’s behalf to be bound by these Terms, with the terms “you”, and “your” applying to you, that entity, and the entity’s users accessing and using the SQLWATCH Product on behalf of that entity.

3. Changes to the Terms.

From time to time, SQLWATCH may update, modify, and supplement these Terms and reserves the right to do so at its sole discretion, to remain compliant with applicable laws, to reflect new products and services, to align these Terms with SQLWATCH’s changing technology and commercial objectives, or for any other legitimate or lawful reason or purpose.

When we update these Terms, we will post updated Terms and indicate the date of the revision. If we believe the modifications are material, we will make reasonable efforts to post a prominent notice on the relevant Website(s) and notify those of you with a current SQLWATCH Cloud account by email.

Updated Terms shall apply on the new “effective date” posted at the top of these Terms and apply to your use of SQLWATCH Products immediately thereafter, except that changes that SQLWATCH deems to be “material” will take effect thirty (30) days after the change is posted in the updated Terms or Privacy Policy. By continuing to use any SQLWATCH Product after we post updated Terms, you indicate that you have read, understood, and agreed to those updated Terms.

4. No Legal Advice; Notices.

SQLWATCH is not a law firm, does not provide legal advice, and is not a substitute for consulting a lawyer of your choice. None of our communications with you constitutes legal advice or creates an attorney-client relationship. For instance, it is your responsibility to understand the licensing obligations associated with any software applications you choose to use. Similarly, as a user of Content (as defined below in Section 7), you may be subject to certain license obligations that include other legal terms and use restrictions. SQLWATCH cannot offer you direction, advice, or recommendations about how to navigate these legal and compliance issues.

Any legal notices or communications about these Terms should be directed to SQLWATCH as follows:

SQLWATCH LTD. Innovation Centre, Innovation Way, Heslington, York, North Yorkshire, YO10 5DG, United Kingdom.

With a copy to support@sqlwatch.cloud

5. SQLWATCH Cloud Products. License, Use, and Access Rights.

5.1 Data Collector Module (Cloud): Closed Commercial License.

Conditioned on your compliance with these Terms and your adoption of our Privacy Policy, SQLWATCH grants you a non-exclusive right and license to use the SQLWATCH Data Collector PowerShell Module in accordance with the descriptions contained in the Agent documentation and in accordance with our commercial license. The SQLWATCH Collector Module can only be used with a valid paid subscription to the SQLWATCH service.

5.2 Cloud Use and Access Rights Grant.

Subject to your acceptance of these Terms, your adoption of our Privacy Policy, and completion of your Cloud account registration, SQLWATCH grants you a limited, non-exclusive, non-assignable, non-transferable, worldwide right to use and access the SQLWATCH Cloud platform for your own internal business purposes or for your personal use, in connection with an unlimited number of SQLWATCH Data Collector Module licenses, contingent upon maintaining a valid paid subscription. All use of SQLWATCH Cloud is a paid feature. We reserve the right to offer free, premium or enhanced features of SQLWATCH Cloud (and other SQLWATCH Products) for additional fees.

5.3 Restrictions.

Except as otherwise permitted under the applicable open-source license, you may not (and may not permit any third party to):

modify, incorporate or use in any other works, translate, reverse engineer, decompile, disassemble, otherwise attempt to derive source code from or create derivative works based on the SQLWATCH Products;
make unauthorized copies of the SQLWATCH Products;
disclose, distribute, transfer or market the SQLWATCH Products to third parties;
remove or modify any proprietary notices, labels or marks on or in any copy of the SQLWATCH Products or related documentation or other written materials;
distribute, sell, sublicense, rent, lease or use the SQLWATCH Products (or any portion thereof) for time-sharing, hosting, service provider, or other computer services to third parties;
publicly disseminate reports generated by the SQLWATCH Products or SQLWATCH Product performance information or analysis;
use the SQLWATCH Products or reports generated by the SQLWATCH Products in your own products or services or in your marketing of products or services to third parties;

5.4 Open Source.

Unless noted, no parts of SQLWATCH Cloud or the Data Collector are open source. The SQLWATCH Data Collector and other components may include open-source software and any such use will be documented along with the applicable licenses.

5.5 AGPL License.

Certain components of the SQLWATCH Cloud Products may be licensed under the Affero General Public License (AGPL). Relevant notices will be available where applicable.

6. Support.

To ensure competitive pricing for all users, SQLWATCH does not include direct technical support for SQLWATCH Products in the base subscription. However, we offer comprehensive support packages at an additional cost for those who need personalized assistance. Detailed step-by-step product guides and documentation are available in our support portal.

7. Customisations.

SQLWATCH Cloud is designed to offer extensive flexibility and customization options. Users can independently create their own dashboards, charts, and reports utilizing the data collected from their servers, all accessible through our portal. Please note that our standard pricing does not include dashboard creation or customization services. Customers are encouraged to leverage the tools provided within SQLWATCH to customize their experience. For those requiring additional assistance, we offer professional customization services for an additional fee.

8. Acceptable Use Policy

By using and accessing SQLWATCH Products and Websites, you agree to fully observe and comply with our “Acceptable Use Policy,” which includes our Code of Conduct, as further described below.

When using SQLWATCH Products or accessing our Websites, you agree not to engage in any of the following activities:

Violating Laws and Rights:

You may not (a) use any SQLWATCH Product or Website for any illegal purpose or in violation of any local, state, national, or international laws, including, without limitation, U.S. export controls and economic sanctions regulations, or (b) violate or encourage others to violate any right of or obligation to a third party, including by infringing, misappropriating, or violating intellectual property, confidentiality, or privacy rights.

Solicitation:

You may not use the SQLWATCH Products, Websites, or any information provided through the SQLWATCH Products or Websites for the transmission of advertising, marketing, or promotional materials, including junk mail, spam, chain letters, pyramid schemes, or any other form of unsolicited, unwelcome, or unlawful communication.

Disruption:

You may not use any SQLWATCH Product or Website in any manner that could disable, overburden, damage, or impair the SQLWATCH Products or Websites, or interfere with any other party’s use and enjoyment of any SQLWATCH Product or Website.

Harming Others:

You may not post or transmit Content on or through the SQLWATCH Products or Websites that is harmful, offensive, invasive of privacy, defamatory, libellous, fraudulent, hateful, or otherwise discriminatory or abusive toward any individual or group;
contains false, inaccurate, or intentionally deceptive information;
unlawful or promotes unlawful activities, or is obscene or contains sexually explicit content;
gratuitously depicts or glorifies violence, including violent images;
intimidates or harasses another person;
contains personally identifiable information about persons under 13 years of age. We do not knowingly collect or solicit personal information from anyone under the age of 13.

Impersonation or Unauthorized Access:

You may not impersonate another person or entity or misrepresent your affiliation with a person or entity when using the SQLWATCH Products or Websites.
You may not use or attempt to use another user’s account or personal information without express authorization.
You may not attempt to gain unauthorized access to the SQLWATCH Products or Websites or the computer systems or networks connected to the SQLWATCH Products or Websites through hacking, password mining, or any other means.

9. Your Warranties. No Service Level Commitments; Disclaimer Of SQLWATCH Warranties.

9.1 You represent and warrant that you (as an individual) and/or you, on behalf of your company, entity, or enterprise, have all power and authority necessary and have secured and obtained all required approvals, consents, and permissions to permit, enable, and allow SQLWATCH Products to be used by you in connection with any system, network, computer, or environment managed, controlled, or administered by you or any third party.

9.2 You shall comply with any terms of use applicable to services, products, or systems you use for your business, including in connection with your use of SQLWATCH products and services.

9.3 You represent and warrant that you will fully comply with all applicable laws, rules, regulations, statutes, judicial decisions, rulings, or other governmental actions or directives that have the force of law in connection with your use of, and access to, SQLWATCH Products and the Websites.

9.4 We make many standard platform and system integrations available for your use and convenience. You must ensure that you permit any use of SQLWATCH Products by each of your respective vendors, partners, or suppliers.

9.5 Service Level Commitments. While we strive to provide reliable service, we do not guarantee uninterrupted or error-free operation of the Service. For enterprise clients, specific service level agreements may be negotiated separately. We will use commercially reasonable efforts to maintain service availability and will provide advance notice of planned maintenance where practicable.

9.6 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SQLWATCH OFFERS SQLWATCH PRODUCTS (INCLUDING ALL CONTENT AVAILABLE ON OR THROUGH SQLWATCH PRODUCTS) AND THE WEBSITES AS-IS AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING SQLWATCH PRODUCTS AND WEBSITES EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

9.7 SQLWATCH DOES NOT WARRANT AND DISCLAIMS ALL LIABILITY FOR ANY DAMAGES RELATED TO, ANY OF THE FOLLOWING: THAT THE FUNCTIONS OF SQLWATCH PRODUCTS OR WEBSITES WILL BE UNINTERRUPTED, ERROR-FREE, OR RELIABLY AVAILABLE, THAT CONTENT MADE AVAILABLE ON OR THROUGH SQLWATCH PRODUCTS OR WEBSITES WILL BE ACCURATE OR ERROR-FREE, THAT ALL DEFECTS WILL BE CORRECTED, THAT ANY SERVERS USED BY SQLWATCH ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

10. Limitation Of Liability

IN NO EVENT SHALL SQLWATCH HAVE ANY LIABILITY TO YOU, YOUR USERS, THE ENTITY YOU REPRESENT, OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES, LOSS OF DATA OR USE OF THAT DATA, INTERRUPTION OF YOUR PRODUCTS OR SERVICES, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, PRODUCTS, OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY (INCLUDING NEGLIGENCE).

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SQLWATCH IS NOT RESPONSIBLE OR LIABLE WHATSOEVER IN ANY MANNER FOR ANY CONTENT POSTED ON OR AVAILABLE THROUGH ANY SQLWATCH PRODUCT OR WEBSITE (INCLUDING CLAIMS OF INFRINGEMENT RELATING TO THAT CONTENT), FOR YOUR USE OF THE SQLWATCH PRODUCTS OR WEBSITE, OR FOR THE CONDUCT OF THIRD PARTIES ON OR THROUGH THE SQLWATCH PRODUCTS, OR OUR WEBSITES.

Certain jurisdictions do not permit the exclusion of certain warranties or recognize limitations of liability for certain acts or omissions, which means that some of the above limitations and exclusions may not apply to you. IN THESE JURISDICTIONS, THE FOREGOING LIMITATIONS AND EXCLUSIONS WILL BE ENFORCED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

11. Indemnification

To the fullest extent authorized by applicable law, you agree to (1) indemnify and hold harmless SQLWATCH, its employees, officers, directors, affiliates, and agents (“Indemnified Parties”) from and against any and all damages, losses, expenses, penalties, fines, and other costs, including reasonable attorneys’ fees, resulting directly or indirectly from or arising out of or in connection with, (a) your violation of any of these Terms, (b) your use of any of the SQLWATCH Products or the Websites, and/or (c) the Content you make available on any of the Websites.

12. Dispute Resolution and Jurisdiction

12.1 Governing Law: These Terms shall be governed by and construed in accordance with the laws of England and Wales.

12.2 Jurisdiction: Any disputes arising out of or in connection with these Terms, including any question regarding their existence, validity, or termination, shall be subject to the exclusive jurisdiction of the courts of England and Wales.

12.3 Alternative Dispute Resolution: Before initiating court proceedings, the parties agree to attempt to resolve any dispute through good faith negotiations for a period of thirty (30) days. If such negotiations are unsuccessful, the parties may agree to submit the dispute to mediation under the Centre for Effective Dispute Resolution (CEDR) rules.

13. Trademark Policy

SQLWATCH and the SQLWATCH logo are registered trademarks in the UK. No adaptation or use of any kind of any of our registered trademarks or copyrights, or any other contents of the Websites, is allowed without the express written permission of SQLWATCH.

14. Copyright Complaints

SQLWATCH respects copyright and prohibits users of SQLWATCH Products and Websites from submitting, uploading, posting, or otherwise transmitting any Content on the Websites or through SQLWATCH Products that violate another person or entity’s proprietary or intellectual property rights.

To report allegedly infringing Content hosted on a Website, please send a Notice of Infringing Materials to support@sqlwatch.cloud.

15. Miscellaneous Terms

15.1 Confidentiality

As used herein and to the extent applicable, “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

15.3 No Waiver.

Either party’s failure to insist on or enforce strict performance of any of the Terms will not be construed as a waiver of any provision or right.

15.4 Severability.

If any part of the Terms is held to be invalid or unenforceable by any law or regulation or final determination of a competent court or tribunal, that provision will be deemed severable and will not affect the validity and enforceability of the remaining provisions.

15.5 No Agency Relationship.

The parties agree that no joint venture, partnership, employment, or agency relationship exists between you and SQLWATCH as a result of the Terms or from your use of any of the Services.

15.6 Integration.

These Terms and any applicable Additional Terms constitute the entire agreement between you and SQLWATCH relating to this subject matter and supersede any and all prior communications and/or agreements between you and SQLWATCH relating to access and use of the Services.

Contact Information

For questions regarding these Terms of Use, please contact:

Email: support@sqlwatch.cloud

Address: SQLWATCH LTD, Innovation Centre Innovation Way, Heslington, York, North Yorkshire, YO10 5DG, United Kingdom