The Idera Master Software License Agreement (MSLA) is the standard licence for Idera, Inc.’s database tools, such as SQL Diagnostic Manager and ER/Studio. Its companion, the Master Software Subscription Agreement (MSSA), covers term licences. Both carry the version code 010126ns and are published with a Freeware Software License Agreement and Supplemental AI Terms.[4] The MSLA takes effect when the customer downloads, installs or uses the software, or obtains a licence key. Each Order Form, once executed, is a separate agreement made up of that Order Form and the MSLA. Order Form terms override conflicting MSLA terms “only to the minimum extent necessary”.[1]
The MSLA also supersedes earlier shrink-wrap, click-wrap and trial terms between the parties for the same software. A licence manager reconciling older Idera purchases should treat the current Order Form plus the MSLA as the governing pair.[1]
Editions
| Agreement | Grant | Maintenance | Renewal |
|---|---|---|---|
| Master Software License Agreement | Perpetual, non-exclusive, non-transferable[1] | Optional, separately priced[1] | Maintenance renews for 12 months unless cancelled 60 days ahead[1] |
| Master Software Subscription Agreement | Limited licence during the License Term[2] | Included in the subscription fee[2] | Licences renew for 12 months at the then-current subscription list price unless cancelled 30 days ahead[2] |
| Freeware Software License Agreement | Limited, terminable licence for internal business use[3] | None | Not applicable |
Under the MSSA, if the Order Form names no initial period, the Initial Term is one year. When the License Term expires, “all rights and licenses granted under this Agreement shall automatically terminate”.[2] Catalog: Idera subscription licences end automatically and renew unless cancelled 30 days ahead.
Metrics
Section 2(b) lists the licence types. One or more may apply, “depending upon the type of licensed purchased and the terms contained in the applicable Order Form”.[1]
| Type | Catalog row | What one licence covers |
|---|---|---|
| (i) Per instance | Per instance | One instance[1] |
| (ii) Per database | Per database | One database[1] |
| (iii) Per server | Per server | One physical or one virtual server[1] |
| (iv) Per user / per seat | Per user / per seat | One user; installations unlimited[1] |
| (v) Per Monitored Element | Monitored Element | One physical or virtual server, network device or device with an IP address[1] |
| (vi) Site-License | Site-License | Unlimited use at the site address in the Order Form[1] |
| (vii) Enterprise-License | Enterprise-License | Unlimited use, with usage reports and a true-up[1] |
| (viii) CLU | CLU | One CLU (see below)[1] |
| (ix) Single seat / workstation | Workstation License | One computer, one end user, in the Licensed Country[1] |
| (x) Concurrent users | Concurrent Users License | One simultaneous user on a network, in one Territory[1] |
| (xi) Network named / named user | Named User License | One designated person, any number of computers[1] |
| (xii) CPU | CPU License | One monitored CPU; independently configured cores count separately[1] |
Items (xiii) to (xv) are specific to ER/Studio repository licensing and are covered in Idera SQL Diagnostic Manager and ER/Studio licensing.
Counting / floors
Per instance and per server. Licences are counted against the Order Form quantity: one instance, database, server or Monitored Element each.[1] Catalog: Per-instance software may be used on one instance per licence.
Per user. A per-user product may be installed anywhere, but no more than one user per licence may access and use it.[1] Catalog: Per-user licences limit users, not installations.
Licensed Country and Territory. Single seat, workstation, concurrent, named user and CPU licences are tied to the Licensed Country named in the Order Form, or failing that the ship-to country. For EU countries, the whole European Union counts as the Licensed Country. Concurrent licences are further limited to one of three Territories: Americas, EMEA or AsiaPac. Users may use the software outside the Licensed Country or Territory while travelling, for no more than 30 days in any twelve months.[1] Catalog: Workstation, concurrent and named licences are tied to a Licensed Country.
Enterprise-License true-up. An Enterprise-License allows unlimited deployment. On Idera’s written request, the customer must report actual installation and usage and “pay for all excess license usage” under Idera’s standard true-up addendum.[1] That addendum is incorporated by reference and is not published on the legal page. Catalog: Enterprise-Licenses are reported on request and trued up.
Outsourcers. Third parties that provide outsourcing services for the customer’s own internal operations may use the software. They must agree to the MSLA, and the customer remains primarily liable for them.[1]
Virtualization & partitioning
The CLU, or CPU Licensing Unit, is Idera’s processor metric. Section 2(c) sets out how to count it.[1]
- Physical servers. Count each populated CPU socket, which covers up to four “Base Cores”. Then add, for each CPU, the cores beyond four divided by four and rounded up (“Excess Cores”). A two-socket server with two 8-core processors therefore needs 4 CLUs, and a two-socket server with two 6-core processors also needs 4 CLUs.
- Virtual machines. One CLU covers “up to four (4) virtual CPUs allocated to a virtual machine”. Four vCPUs need one CLU and seven vCPUs need two.
| Configuration | CLUs |
|---|---|
| 1 socket, 4 cores | 1 |
| 2 sockets, 6 cores each | 4[1] |
| 2 sockets, 8 cores each | 4[1] |
| VM with 4 vCPUs | 1[1] |
| VM with 7 vCPUs | 2[1] |
The first row applies the same rule with no excess cores. The MSLA counts vCPUs allocated to the VM, not host cores, so a per-CLU product in a VM is licensed by its virtual size. Per-server licences likewise treat a virtual server as one server.[1] Catalog: CLU counts four cores per socket and four vCPUs per VM.
Disaster recovery. During an outage that causes the complete failure of the system where the software is installed, the customer may temporarily use it in a substantially similar replacement environment. A reasonable number of backup copies is allowed, and their locations must be recorded.[1] Catalog: Temporary use in a replacement environment during a complete outage.
Cloud / BYOL
The grant covers installation “on computer hardware that is owned or operated by or on behalf of Customer”.[1] The MSLA has no separate cloud clause. Hosted infrastructure operated on the customer’s behalf is covered by this wording, subject to the metric and Licensed Country rules.
Programs
Maintenance Services. Maintenance covers problem determination and resolution, temporary fixes and new releases, and gives the customer all Updates at no extra cost. It renews automatically for 12 months unless the customer gives written notice at least 60 days before the end of the term.[1] Maintenance is optional: the right to use the software survives if it is not renewed. A customer that drops maintenance can buy it back within one year by paying the then-current list maintenance fee for the next 365 days “plus an amount equal to 1.5 times” the fees that would have accrued during the lapse.[1] Catalog: Maintenance auto-renews unless cancelled 60 days ahead; reinstatement costs 1.5 times the lapsed fees, Perpetual licence rights survive the end of maintenance.
Evaluation Software. Section 16 governs trials on temporary licence keys. Results of testing are confidential and may not be published. Idera’s liability is capped at USD 100. At the end of the Evaluation Period the customer must uninstall and destroy the software unless it has bought a licence.[1] Catalog: Idera evaluation software must be removed at the end of the Evaluation Period.
Freeware. Free tools may be used for internal business use, one copy on one instance per licence. The agreement also contains a two-year non-solicitation clause.[3]
Contract terms
Payment. Fees are due within 30 days of the invoice. Late amounts accrue interest at the lesser of 15% per year and the maximum legal rate.[1]
Warranty. The Licensed Software is warranted to perform substantially as documented for the first 30 days after purchase.[1]
Assignment. The customer may not assign the agreement without Idera’s consent, including by merger. There is one exception: in a merger or sale of substantially all assets in which the customer does not survive, the licences may be transferred if Idera is notified in writing within 30 days.[1] Catalog: Idera licences transfer only on merger or sale with notice within 30 days.
Restrictions. No reverse engineering or decompiling is allowed. The customer may not attempt to crack, alter or derive the License Key.[1]
Audits and compliance
Section 13, “License Key & Use Reporting”, is the compliance clause.[1]
- A License Key controlled by Idera is needed to run the software. Idera provides new keys after any authorized transfer to other hardware.
- Idera may gather licence usage data for each product, “including License Key numbers, server IP addresses, email addresses of users, domain counts and other information deemed relevant”. The customer consents to this and may not block the transmission. Domain count overrides need prior written approval.
- Any unauthorized use is deemed a material breach.
- Within ten business days of a written request, the customer must deliver a written report certifying the number of licences installed, used or accessed, the servers or computers involved and, where applicable, the location and number of users.
- These rights survive termination for 18 months.
Catalog: Idera may gather licence usage data and require a certified usage report within 10 business days. Unlike the Embarcadero agreement for RAD Studio, the Idera MSLA sets no on-site inspection procedure and no audit cost-shifting threshold. Its tools are the usage data and the certified report. See Embarcadero RAD Studio licensing for comparison.
Out of scope
- The Supplemental AI Terms.
- Idera’s standard true-up addendum and professional services agreement, which are referenced but not published.
- Agreements of other Idera brands (Embarcadero, Sencha, Aquafold, WhereScape and others).