Terms of Use

Note: If you signed up before January 26, 2026, these terms take effect on March 1, 2026. If you signed up on or after January 26, 2026, these terms are effective immediately.

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 and https://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 [email protected]

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.

5.2.1 Managed Service Provider (MSP) Terms.

If you are a Managed Service Provider (MSP) using SQLWATCH Cloud to monitor systems on behalf of your clients:

(a) Multi-Client Management: You may create and manage separate client workspaces within your SQLWATCH account. Each client workspace is treated as a separate data environment with logical segregation from other client workspaces.

(b) Your Responsibilities to End Clients: You represent and warrant that you have obtained all necessary rights, permissions, and consents from your end clients to monitor their systems using SQLWATCH and to provide their data to SQLWATCH as contemplated by these Terms and our Privacy Policy. You are solely responsible for your contractual relationships with your end clients.

(c) MSP Liability: SQLWATCH’s relationship is with you as the MSP subscriber. We have no direct contractual relationship with your end clients. You are responsible for any claims, damages, or liabilities arising from your provision of services to your end clients using SQLWATCH, and you agree to indemnify SQLWATCH against any such claims brought by your end clients.

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;
use the SQLWATCH Products other than as permitted herein or, with respect to SQLWATCH Data Collector Module, in accordance with the applicable open-source licenses; or
export, re-export, or transfer the SQLWATCH Products in violation of applicable export control laws and regulations, including but not limited to UK export control laws, US export control laws (where applicable), and EU dual-use regulations. You are responsible for compliance with all applicable export laws and obtaining any necessary export licenses.

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 Subscription and Payment Terms.

5.5.1 Subscription Plans

SQLWATCH Cloud is provided on a subscription basis with various plans available as described on our pricing pages.

5.5.2 Billing and Payment

Billing Cycle: Subscriptions are billed in advance on a monthly or annual basis as selected during registration.
Payment Methods: We accept major credit cards and other payment methods as displayed during checkout. All payments are processed by our third-party payment processor, Stripe.
Currency: All fees are quoted and payable in British Pounds (GBP) unless otherwise specified.
Taxes: You are responsible for all applicable taxes, duties, and governmental charges.

5.5.3 Price Changes

We work hard to keep our pricing stable and predictable. If we need to adjust subscription fees, we will provide existing subscribers with at least thirty (30) days’ advance notice before any change takes effect at the start of your next billing cycle. This gives you time to review the changes, and if you prefer not to continue at the new price, you can cancel your subscription before the adjustment takes effect.

5.5.4 Failed Payments and Suspension

If payment fails, we will attempt to collect payment for up to thirty (30) days. During this period, your account may be suspended, and you may lose access to your data. If payment is not received within thirty (30) days, we reserve the right to terminate your account and delete your data.

5.5.5 Cancellation and Refunds

You may cancel your subscription at any time. Cancellation will take effect at the end of your current billing period. We do not provide refunds for partial subscription periods, except:

If we materially breach these Terms and fail to cure such breach within thirty (30) days of written notice; or
As may be required by applicable consumer protection laws.

5.5.6 Free Trials

We may offer free or refundable trials at our discretion. Refundable trial terms will be specified at the time of signup. At the end of the trial period, your subscription will automatically convert to a paid plan unless you cancel before the trial expires..

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 can offer more 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.

6.1 Service Level Commitments

6.1.1 Uptime Commitment

We will use commercially reasonable efforts to maintain 99.5% uptime for the SQLWATCH Cloud service, calculated monthly and excluding planned maintenance.

6.1.2 Limitations

Our uptime commitment does not apply to:

Downtime caused by factors outside our control
Downtime resulting from your or third-party actions
Planned maintenance with proper notice
Trials, beta or preview features

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, ensuring tailored solutions without the need for customers to manage the customization process themselves.

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, including by (a) uploading or otherwise disseminating any malware, virus, adware, spyware, worm, or other malicious code, or (b) interfering with or disrupting any network, equipment, or server connected to or used to provide any SQLWATCH Product or Website, or violating any regulation, rule, policy, or procedure of any network, equipment, or server.

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 that is likely to adversely affect the public interest (including health, safety, election integrity, and civic participation)
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, and
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. If you are under 13, please do not attempt to use the SQLWATCH Products or Websites or send any personal information about yourself to us. See also Section 9 of our Privacy Policy.

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. Age and Capacity Requirements

9.1 Minimum Age

If you are under 13, you may only use our services with the involvement of a parent or guardian.

9.2 Business Authority

If you are entering into these Terms on behalf of a company or other legal entity, you represent and warrant that:

You have the authority to bind that entity to these Terms
The entity has the power to enter into this agreement
The execution and performance of these Terms has been duly authorized

10. Data Processing Roles

10.1 Data Controller vs. Processor

Account Data: For your registration information and account details, SQLWATCH acts as a data controller.

Monitoring Data: For data collected from your servers and systems, SQLWATCH acts as a data processor on your behalf.

10.2 Your Responsibilities as Data Controller

When SQLWATCH acts as your data processor, you warrant that:

You have all necessary rights and permissions to provide us with the monitoring data
You will comply with all applicable data protection laws
You will not upload personal data beyond what is necessary for monitoring purposes
You will promptly notify us of any data protection concerns or requests

10.3 Our Responsibilities as Data Processor

When acting as your data processor, we will:

Process monitoring data only as instructed by you and as necessary to provide our services
Implement appropriate technical and organizational security measures
Assist you in responding to data subject requests where technically feasible
Notify you promptly of any personal data breaches

10.4 Data Retention and Deletion

10.4.1 Active Subscription

During your active subscription, we will retain your monitoring data in accordance with your configured retention settings within the SQLWATCH platform (typically up to 30 days of monitoring data by default, configurable within plan limits).

10.4.2 Post-Termination

Following termination or cancellation of your subscription, we will delete your workspace and all associated monitoring data within thirty (30) days, unless you request earlier deletion or we are required to retain certain data for legal or regulatory compliance purposes.

10.4.3 Account Data

We will retain your account registration information (name, email, billing details) for up to seven (7) years following account closure for tax, accounting, and legal compliance purposes, in accordance with UK and applicable international regulations.

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

11.1 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. By using integrations, for example, SQLWATCH is not representing to you that you have permission from such third parties to operate the integration in your specific environment.

11.2 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, to the extent any third-party platform limits or restricts the use of products like SQLWATCH’s Agent application or its Cloud Product, you assume full responsibility and all liability for such use that violate these third party’s terms of service or use.

11.3 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.

11.4 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.

11.5 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. Our liability for service interruptions is limited as set forth in the limitation of liability provisions herein.

11.6 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.

11.7 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, OR THAT USERS OF THE PRODUCTS OR WEBSITES WILL ACHIEVE OR ATTAIN ANY SPECIFIC RESULTS OR OUTCOMES, INCLUDING WITH RESPECT TO THE SQLWATCH AGENT OR CLOUD PRODUCTS.

11.8 SQLWATCH ALSO DOES NOT WARRANT AND DISCLAIMS ALL LIABILITY FOR ANY DAMAGES REGARDING YOUR USE OF THE CONTENT AVAILABLE THROUGH SQLWATCH PRODUCTS OR WEBSITES OR THE ACCURACY, RELIABILITY, USEFULNESS, OR TIMELINESS OF THIS CONTENT.

12. 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.

13. 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, and (2) defend the Indemnified Parties against all claims or any settlements reached by you arising out of or in connection with your use of the SQLWATCH Products or Websites.

You agree not to settle any such claim unless SQLWATCH consents in writing to the settlement and provides further that any settlement you reach unconditionally releases SQLWATCH from any and all liability for any past, present, or future claims. We will provide you notice as reasonably possible upon receipt of any eligible claim.

14. Termination

14.1 Termination by You

You may terminate your subscription at any time by cancelling or by providing written notice to us. Termination will be effective at the end of your current billing period or by providing written notice to us. Termination will be effective at the end of your current billing period.

14.2 Termination by SQLWATCH

We may terminate your subscription immediately upon written notice if:

You materially breach these Terms and fail to cure such breach within seven (7) days of written notice
You fail to pay fees when due and such failure continues for thirty (30) days after written notice
Your use of the service poses a security risk or violates applicable law
You engage in conduct that damages our reputation or business

We may also terminate your subscription for convenience with thirty (30) days’ written notice.

14.3 Effect of Termination

Upon termination:

Your access to SQLWATCH Cloud will cease immediately
We delete cancelled workspaces
You remain liable for all charges incurred prior to termination
Sections relating to warranties, indemnification, limitation of liability, and confidentiality will survive termination

15. Dispute Resolution and Jurisdiction

15.1 Governing Law

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

15.2 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.

15.3 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.

16. 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.

SQLWATCH’s name, logos, icons, and other trademarks may only be used in accordance with this Trademark Policy and with SQLWATCH’s prior written consent.

If you obtain SQLWATCH’s prior written consent, you may use and publicly display the SQLWATCH name, logo, and other identifiers (“Licensed Marks”) on a non-exclusive, non-transferable (without a right to sublicense), and non-assignable basis, provided these Terms remain valid and in full force and effect. You agree that the Licensed Marks and the goodwill associated with them are and will remain the sole property of SQLWATCH, and you agree not to contest the ownership of such Licensed Marks or misappropriate such Licensed Marks for your own use. You also agree that your use of the Licensed Marks shall be in accordance with SQLWATCH’s written policies regarding the usage of its trademarks as of the Effective Date and as may be updated by SQLWATCH from time to time and subsequently provided to you. You acknowledge that your use of the Licensed Marks is solely for the benefit of SQLWATCH.

No adaptation or use of any of our registered trademarks, copyrights, or other contents of the Websites is allowed without the express written permission of SQLWATCH.

SQLWATCH does offer integrations with various third-party products and services. Web links to these third-party websites and/or the display of such third-party logos do not imply, suggest, or represent any endorsement, certification, or a current or future compatibility commitment by or with such third-party products or services made by SQLWATCH or such third party. All such trademarks and logos remain the property of each trademark owner.

17. 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 [email protected].

18. Miscellaneous Terms

18.1 Confidentiality

18.1.1 Definition

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. Confidential Information includes, without limitation, SQLWATCH Cloud Products and SQLWATCH’s commercial and technology strategies that are not made publicly available. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.

18.1.2 Non-Disclosure

The Receiving Party agrees that it will (i) use Confidential Information for the sole purpose of exercising its rights and performing its obligations under this Agreement, (ii) divulge Confidential Information only to those of its employees, directors, independent consultants, or agents who have a need to know such Confidential Information and who are bound by professional duty or in writing (in advance) to confidentiality and non-use obligations at least as protective of such information as this Agreement, and (iii) not disclose any Confidential Information to any third party. The Receiving Party shall notify and cooperate with the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information of the Disclosing Party. The Receiving Party may disclose Confidential Information to comply with an order from a court of competent jurisdiction or with a mandatory requirement of a governing regulatory body, provided such party, to the extent permitted by law and as soon as reasonably practicable under the circumstances, informs the Disclosing Party and allows the Disclosing Party the opportunity to object to the disclosure order or to take action to preserve the confidentiality of the information, at Disclosing Party’s cost and expense. The Receiving Party shall cooperate with the Disclosing Party in such party’s reasonable efforts to limit the disclosure of the information.

18.1.3 Return of Information

Upon termination of this Agreement for any or no reason, the Receiving Party shall (i) immediately cease all use of the Disclosing Party’s Confidential Information, and (ii) if requested by the Disclosing Party, either promptly destroy or return all Confidential Information of the Disclosing Party; provided, however, that the Receiving Party may retain a reasonable number of copies of the Confidential Information (and any materials embedding the same) for the sole purposes of satisfying legal or regulatory requirements regarding record and data retention that the Receiving Party is obligated to comply with, enforcing this Agreement and/or archiving consistent with good business practices. For the avoidance of doubt, such copies remain subject to the confidentiality and restricted use provisions of this Agreement.

18.1.4 Equitable Relief

If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of this Section 15.2, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.

18.2 Force Majeure

Neither party will be liable for any delay or failure to perform any obligation under these Terms due to events beyond that party’s reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, government actions, or internet service provider failures. The affected party must promptly notify the other party and use reasonable efforts to remedy the situation..

18.3 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.

18.4 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.

18.5 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.

18.6 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: [email protected]

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