NOTE: This end user license agreement covers the Elyse SQL database only. The application layer is covered by Apache 2.0 license terms.

END USER LICENSE AGREEMENT (EULA)

Revision 1.1

This End User License Agreement (the "Agreement") is a legal agreement between you (either an individual or a single entity) and Silkwood Software Pty. Ltd. ("Licensor") regarding the use of the Elyse database (the "Software"). By accessing or using the Software you agree to be bound by the terms of this Agreement.

1. Definitions

• "Software" refers to the Elyse database, including all schema definitions, stored procedures and functions, and any updates or upgrades provided by the Licensor. "Software" does not include any application software that may be used in association with this database.
• "User" means a single human individual who accesses or uses the Software.
• "Database Instance" means a single, functionally independent installation of the Software's schema or data model within a database management system, regardless of the database engine used, the server or hardware it is installed on, or the environment (e.g., production, staging, testing, or development), where the schema is instantiated and accessible for use. A new Database Instance is deemed created whenever the schema or data model of the Software is installed or instantiated separately from any other instance, even if within the same database server or system. A Database Instance shall not include inactive backup copies or instances used solely for disaster recovery purposes, provided they are not accessed concurrently with an active licensed instance.
• "Single User Context" refers to the Software being used by one User at a time on a single computer or device. This includes situations where a computer may have multiple user accounts, but only one User is actively accessing the Software at any given moment.
• "Concurrent Use" means the Software being actively used by, or accessible to, more than one User at the same time, regardless of the number of Software installations or physical devices. This includes, but is not limited to, situations where:
  • Multiple individuals are logged into and interacting with the Software from different computers simultaneously.
  • Multiple individuals are accessing or interacting with the Software via a shared server, virtual desktop infrastructure (VDI), or cloud environment concurrently.
  • The Software is installed on a server and accessed by multiple clients or users at the same time.
• "Multi-User Environment" refers to any setup where the Software is deployed or configured to enable, facilitate, or support access or use by more than one User, whether simultaneously or sequentially, for shared or collaborative purposes, or in a manner that allows for the pooling or sharing of Software functionality among multiple Users. This includes, but is not limited to, network installations, terminal server deployments, or cloud-based shared instances.
• "Production Environment" means any system, server, or configuration where the Software is used to process live data, support real-world operations, or provide services to end-users (internal or external) who are not directly involved in the development, testing, or evaluation of the Software.
• "Non-Production Environment" means any system, server, or configuration where the Software is used solely for development, testing, quality assurance, staging, demonstration, or training purposes, and does not process live data or provide services to production end-users.

2. License Grants

• 2.1 Evaluation & Development Use License (Free): The Licensor grants you a non-exclusive, non-transferable, limited license to use the Software free of charge for evaluation, development, testing, quality assurance, staging, and demonstration purposes only. This license is perpetual and not time-bound. Use under this license is restricted to a Non-Production Environment and may not be used for any commercial purpose or in a Production Environment. Any number of Users may access the Software within a Non-Production Environment for these defined purposes. This license does not require a per-Database Instance fee for Non-Production Environments.
• 2.2 Single-User Environment License (Free): Subject to the terms and conditions of this Agreement, the Licensor grants you a non-exclusive, non-transferable, limited license to use the Software solely for use on a single computer within a Single User Context, whether for personal or commercial use. This license applies only when the Software is connected to one (1) Database Instance. For the avoidance of doubt, 'single computer' means a device on which the Software is installed and accessed by one human user at a time, even if that device supports multiple user accounts or profiles. This license expressly excludes any form of Concurrent Use or use in a Multi-User Environment.
• 2.3 Commercial / Production Use License (Paid - Per Database Instance): A separate paid license is required for any use of the Software in a Production Environment. For each Database Instance connected to and utilised by the Software in a Production Environment, a distinct Commercial / Production Use License must be purchased. For virtualised or containerised deployments, each distinct logical database instance constitutes a separate Database Instance and requires a separate license. Once a Commercial / Production Use License is acquired for a specific Database Instance, there are no restrictions on the number of Users who may concurrently or sequentially access and use the Software in conjunction with that licensed Database Instance. This license permits Concurrent Use and use in a Multi-User Environment for the specified Database Instance. The terms and conditions for such licenses, including pricing and purchase, are available at silkwoodsoftware.com.
• 2.4 Upgrades: A paid license grants the user the right to all future releases of the Software (including major releases, minor updates, and patches). This right applies exclusively to the Microsoft SQL Server version of the Software running on the Microsoft Windows operating system. This license does not grant rights to versions of the Software developed for different database engines, different operating systems or fundamentally different delivery or platform models (such as software-as-a-service). While this license includes rights to all future software updates, it does not include technical support or consulting services in any form.

3. License Restrictions

• You may not use the Software in a Concurrent Use Production Environment or Multi-User Production Environment without a valid Commercial / Production Use License (paid license) for each Database Instance connected.
• You may not rent, lease, lend, sell, redistribute, or sublicense the Software, except as expressly permitted by this Agreement.
• You may not modify or add to or delete the schema definitions, stored procedures, functions, schema elements, constraints, triggers, or table definitions that constitute the Software, except as follows:
• You may configure SQL Server audit logging using native features, provided that no schema changes are made to the licensed database objects.
• You may add or modify indexes solely for performance optimization purposes.
• You may add any number of FILESTREAM folders.
• You may modify the Software solely to:
  • (a) Maintain operational compatibility with changes to Microsoft SQL Server, including but not limited to deprecated functions, syntax changes, or feature removals introduced in newer versions of SQL Server; or
  • (b) Address a Security Vulnerability that poses an immediate and material risk to the confidentiality, integrity, or availability of your data or systems.

"Security Vulnerability" means a defect in the Software that, if exploited, would allow unauthorised access to data, unauthorised modification of data, denial of service, execution of arbitrary code, or exploitation of functionality in a manner not intended by the documented business rules (such as bypassing access controls, manipulating data validation logic or permission filtering). It does not include performance issues, usability concerns, or theoretical vulnerabilities that require physical access to the database server or pre-existing administrative credentials, or perceived vulnerabilities that are inherent to documented intended functionality of the Software.

Any modifications must be limited to those strictly necessary to preserve the Software's existing functionality or mitigate the identified vulnerability. You may not add features, alter business logic unrelated to the vulnerability, or change the user interface.

You retain ownership of any modifications created under this section. By creating such modifications, you grant the Licensor a perpetual, irrevocable, royalty-free, worldwide license to use, modify, and distribute your modifications in connection with the Software.

If you modify the Software to address a Security Vulnerability, you are encouraged but not required to notify the Licensor of the vulnerability and provide details of your fix. The Licensor will make reasonable efforts to provide an official patch for reported vulnerabilities but is under no obligation to do so within any specific timeframe.

Any modified version of the Software is used entirely at your own risk. The Licensor's warranty and support obligations under this Agreement do not extend to any Software instance that has been modified by you or any third party on your behalf.

• You may not modify or delete the contents or definitions of Extended Properties or the `eula` table.
• You may not grant any application or service direct permissions on the underlying database schema objects (including tables, views, or internal functions).
• You may not bypass, disable, or otherwise circumvent the application role-based access control model, under which application access to data is permitted only through the execution of stored procedures via permissions granted to application roles.
• Administrative users may retain sufficient privileges for system configuration and maintenance purposes (such as setup, data configuration, backups or performance tuning), but they must not configure any user, application, or service to bypass the application role enforcement model described herein. Any deviation from this model constitutes a breach of this Agreement and may compromise the security framework upon which the Software relies.
• You may not remove or alter any copyright, trademark, or other proprietary notices from the Software or its documentation.
• The free Evaluation & Development Use License (Section 2.1) explicitly prohibits use in a Production Environment for any purpose.
• You shall maintain an accurate, complete and up-to-date list of all Database Instances to which a paid license is applicable. Such records shall include the environment type, database host location, and date of installation for each instance. You shall retain these records for the duration of the license term and for a period of one (1) year thereafter. Such records shall be made available to the Licensor or authorised representative for auditing purposes.

4. Ownership

The Software is licensed, not sold. All intellectual property rights in and to the Software, including copyrights, trademarks, and trade secrets, remain with the Licensor. You acknowledge that you do not acquire any ownership rights by downloading, installing, or using the Software.

5. Disclaimer of Warranty

THE SOFTWARE IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. IN NO EVENT SHALL THE LICENSOR BE LIABLE FOR ANY CLAIM, DAMAGES, OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT, OR OTHERWISE, ARISING FROM, OUT OF, OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

6. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SOFTWARE; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SOFTWARE; (C) ANY CONTENT OBTAINED FROM THE SOFTWARE; AND (D) UNAUTHORISED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

7. Termination

This Agreement is effective until terminated. Your rights under this Agreement will terminate automatically without notice from the Licensor if you fail to comply with any of its terms. Upon termination, you must cease all use of the Software.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Queensland Australia.

9. Entire Agreement

This Agreement constitutes the entire agreement between you and the Licensor regarding the Software and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.