MICROSOFT SOFTWARE LICENSE TERMS

MICROSOFT SQL SERVER 2008 R2 ENTERPRISE

These license terms are an agreement between Microsoft Corporation (or based on where you live, one
of its affiliates) and you. Please read them. They apply to the software named above, which includes the
media on which you received it, if any. The terms also apply to any Microsoft
 updates,
 supplements,
 Internet-based services, and
 support services
for this software, unless other terms accompany those items. If so, those terms apply.
BY USING THE SOFTWARE, YOU ACCEPT THESE TERMS. IF YOU DO NOT ACCEPT THEM, DO
NOT USE THE SOFTWARE. INSTEAD, RETURN IT TO THE RETAILER FOR A REFUND OR
CREDIT. If you cannot obtain a refund there, contact Microsoft or the Microsoft affiliate serving your
country for information about Microsoft’s refund policies. See www.microsoft.com/worldwide. In the
United States and Canada, call (800) MICROSOFT or see www.microsoft.com/info/nareturns.htm.
IMPORTANT NOTICE: AUTOMATIC UPDATES TO SQL SERVER 2008, SQL SERVER 2005 AND
SQL SERVER 2000. If this software is installed on servers or devices running any editions of SQL
Server 2008, SQL Server 2005, or SQL Server 2000 (or components of any of them) this software will
automatically update and replace certain files or features within those editions with files from this
software. This feature cannot be switched off. The updated files cannot be removed and the original
files may not be recoverable. By installing this software on a server or device that is running any edition
of SQL Server 2008, SQL Server 2005, or SQL Server 2000 you consent to these updates in all editions
and copies of SQL Server (including components of any of them) running on that server or device.
***
IF YOU COMPLY WITH THESE LICENSE TERMS, YOU HAVE THE RIGHTS BELOW FOR EACH
SERVER YOU PROPERLY LICENSE.
1. OVERVIEW.
a. Software. The software includes
 server software; and
 additional software that may only be used with the server software directly, or indirectly
through other additional software.
b. License Model. The software is licensed based on either the:
 Server + Client Access License Model - number of instances of server software that you run,
the number of devices and users that access instances of server software, and the server
functionality accessed; or
 Per Processor License Model - number of physical and virtual processors used by operating
system environments in which you run instances of server software.
c. Licensing Terminology.
 Instance. You create an “instance” of software by executing the software’s setup or install
procedure. You also create an instance of software by duplicating an existing instance.
References to software in this agreement include “instances” of the software.
 Run an Instance. You “run an instance” of software by loading it into memory and
 executing one or more of its instructions. Once running, an instance is considered to be
running (whether or not its instructions continue to execute) until it is removed from
memory.
 Operating System Environment. An “operating system environment” is
 all or part of an operating system instance, or all or part of a virtual (or otherwise
emulated) operating system instance which enables separate machine identity (primary
computer name or similar unique identifier) or separate administrative rights, and
 instances of applications, if any, configured to run on the operating system instance or
parts identified above.
There are two types of operating system environments, physical and virtual. A physical
operating system environment is configured to run directly on a physical hardware system.
The operating system instance used to run hardware virtualization software (e.g. Microsoft
Virtual Server or similar technologies) or to provide hardware virtualization services (e.g.
Microsoft virtualization technology or similar technologies) is considered part of the physical
operating system environment. A virtual operating system environment is configured to run
on a virtual (or otherwise emulated) hardware system. A physical hardware system can have
either or both of the following:
 one physical operating system environment
 one or more virtual operating system environments.
 Server. A server is a physical hardware system capable of running server software. A
hardware partition or blade is considered to be a separate physical hardware system.
 Physical and Virtual Processors. A physical processor is a processor in a physical
hardware system. Physical operating system environments use physical processors. A virtual
processor is a processor in a virtual (or otherwise emulated) hardware system. Virtual
operating system environments use virtual processors. A virtual processor is considered to
have the same number of threads and cores as each physical processor on the underlying
physical hardware system.
 Assigning a License. To assign a license means simply to designate that license to one
server, device or user.
2. TERMS SPECIFIC TO SERVER + CLIENT ACCESS LICENSE MODEL
a. Assigning the License to the Server.
i. Before you run any instance of the server software under a software license, you must assign
that license to one of your servers. That server is the licensed server for that particular
license. You may assign other software licenses to the same server, but you may not assign
the same license to more than one server. A hardware partition or blade is considered to be
a separate server.
ii. You may reassign a software license, but not within 90 days of the last assignment. You may
reassign a software license sooner if you retire the licensed server due to permanent
hardware failure. If you reassign a license, the server to which you reassign the license
becomes the new licensed server for that license.
b. Running Instances of the Server Software. You may run any number of instances of the
server software in up to four operating system environments (physical or virtual) on the licensed
server at a time. If you wish to run the server software in a greater number of operating system
environments, you may assign additional licenses. For each additional license you assign, you
may run any number of instances of the server software in up to four additional operating system
environments on the server.
c. Running Instances of the Additional Software. You may run or otherwise use any number
of instances of additional software listed below in physical or virtual operating system
environments on any number of devices. You may use additional software only with the server
software directly, or indirectly through other additional software.
 Business Intelligence Development Studio
 Client Tools Backward Compatibility
 Client Tools Connectivity
 Client Tools SDK
 Management Tools - Basic
 Management Tools - Complete
 SQL Client Connectivity SDK
 Microsoft Sync Framework
 SQL Server 2008 R2 Books Online
d. Creating and Storing Instances on Your Servers or Storage Media. You have the
additional rights below for each software license you acquire.
 You may create any number of instances of the server software and additional software.
 You may store instances of the server software and additional software on any of your
servers or storage media.
 You may create and store instances of the server software and additional software solely to
exercise your right to run instances of the server software under any of your software
licenses as described (e.g., you may not distribute instances to third parties).
e. Client Access Licenses (CALs).
i. You must acquire and assign a SQL Server 2008 R2 CAL to each device or user that accesses
your instances of the server software directly or indirectly. A hardware partition or blade is
considered to be a separate device.
 You do not need CALs for any of your servers licensed to run instances of the server
software.
 You do not need CALs for up to two devices or users to access your instances of the
server software only to administer those instances.
 Your CALs permit access to your instances of earlier versions, but not later versions, of
the server software. If you are accessing instances of an earlier version, you may also
use CALs corresponding to that version.
ii. Types of CALs. There are two types of CALs: one for devices and one for users. Each device
CAL permits one device, used by any user, to access instances of the server software on your
licensed servers. Each user CAL permits one user, using any device, to access instances of
the server software on your licensed servers. You may use a combination of device and user
CALs.
iii. Reassignment of CALs. You may
 permanently reassign your device CAL from one device to another, or your user CAL from
one user to another; or
 temporarily reassign your device CAL to a loaner device while the first device is out of
service, or your user CAL to a temporary worker while the user is absent.
3. TERMS SPECIFIC TO PER PROCESSOR LICENSE MODEL.
a. Licensing a Server. Before you run instances of the server software on a server, you must
determine the number of licenses required and assign them to that server. You have two options
to then determine how many licenses you need. Those options are described below.
 Determining the Number of Licenses Required. The number of licenses required is
based on either the total number of physical processors on the server (as described in (i)
below) or the number of virtual and physical processors used (as described in (ii) below).

i. Licensing all Physical Processors on a Server. Under this option, the number of
software licenses required for a server equals the total number of physical processors on
that server. Counting and assigning licenses based on this option permits you to run the
server software in up to four operating system environments on the server for each
license assigned without regard to the number of physical and virtual processors used.
You may assign more licenses than the number of physical processors on the server. For
each additional license assigned, you may run server software in up to four additional
operating system environments on that server.
ii. Licensing based on Processors Used. Under this option, the number of software
licenses required for a server equals the sum of the software licenses required under (A)
and (B) below:
(A) To run instances of the server software in the physical operating system
environment on a server, you need a software license for each physical processor
that the physical operating system environment uses.
(B) To run instances of the server software in virtual operating system environments on
a server, you need a software license for each virtual processor that each of those
virtual operating system environments uses. If a virtual operating system
environment uses a fraction of a virtual processor, the fraction counts as a full virtual
processor.
 Assigning the Required Number of Licenses to the Server.
iii. i. After you determine the number of software licenses you need for a server, you
must assign that number of software licenses to that server. That server is the licensed
server for all of those licenses. You may not assign the same license to more than one
server. A hardware partition or blade is considered to be a separate server.
iv. ii. You may reassign the software license, but not within 90 days of the last
assignment. You may reassign a software license sooner if you retire the licensed server
due to permanent hardware failure. If you reassign a license, the server to which you
reassign the license becomes the new licensed server for that license.
b. Running Instances of the Server Software. Your right to run the software depends on the
option used to determine the number of licenses required.
i. Licensing All Physical Processors on a Server. If you assign to a server licenses
equal to or greater than the total number of physical processors on the server:
(A) For each license you assign, you may run the server software in up to four operating
system environments (physical or virtual) on that server. You may run any number
of instances of the server software in those operating system environments.
(B) You do not need to license virtual processors.
 ii. Licensing based on Processors Used. You may run, at any one time, any number of
instances of the server software in physical and virtual operating system environments
on each server to which you have assigned the required number of software
licenses. The total number of physical and virtual processors used cannot exceed the
number of software licenses assigned to that server.
c. Running Instances of the Additional Software. You may run or otherwise use any number
of instances of additional software listed below in physical or virtual operating system
environments on any number of devices. You may use additional software only with the server
software directly, or indirectly through other additional software.
 Business Intelligence Development Studio
 Client Tools Backward Compatibility
 Client Tools Connectivity
 Client Tools SDK
 Management Tools - Basic
 Management Tools - Complete
 SQL Client Connectivity SDK
 Microsoft Sync Framework
 SQL Server 2008 R2 Books Online
d. Creating and Storing Instances on Your Servers or Storage Media. You have the
additional rights below for each software license you acquire.
 You may create any number of instances of the server software and additional software.
 You may store instances of the server software and additional software on any of your
servers or storage media.
 You may create and store instances of the server software and additional software solely to
exercise your right to run instances of the server software under any of your software
licenses as described (e.g., you may not distribute instances to third parties).
e. No Client Access Licenses (CALs) Required for Access. Under this Per Processor License
Model, you do not need CALs for other devices to access your instances of the server software.
4. ADDITIONAL LICENSING REQUIREMENTS AND/OR USE RIGHTS.
a. Maximum Instances. The software or hardware may limit the number of instances of the
server software that can run in physical or virtual operating system environments on the server.
b. SQL Server Control Point Limits. You may not enroll more than 25 instances of any version or
edition of SQL Server software with the Control Point in the server software at any one time .
c. Multiplexing. Hardware or software you use to
 pool connections,
 reroute information, or
 reduce the number of devices or users that directly access or use the software
(sometimes referred to as “multiplexing” or “pooling”), does not reduce the number of licenses of
any type that you need.
d. No Separation of Server Software. You may not separate the server software for use in more
than one operating system environment under a single license, unless expressly permitted. This
 applies even if the operating system environments are on the same physical hardware system.
e. Fail-over Server. For any operating system environment in which you run instances of the
server software, you may run up to the same number of passive fail-over instances in a separate
operating system environment for temporary support. If you have licensed the server software
under the Per Processor licensing model, the number of processors used in that separate
operating system environment must not exceed the number of processors used in the
corresponding operating system environment in which the active instances are running. You may
run the passive fail-over instances on a server other than the licensed server.
f. Additional Functionality. Microsoft may provide additional functionality for the software. Other
license terms and fees may apply.
g. SQL SERVER REPORTING SERVICES MAP REPORT ITEM. The software may include
features that retrieve content such as maps, images and other data through the Bing Maps (or
successor branded) application programming interface (the “Bing Maps API”) to create reports
displaying data on top of maps, aerial and hybrid imagery. If these features are included, you
may use these features to create and view dynamic or static documents only in conjunction with
and through methods and means of access integrated in the software. You may not otherwise
copy, store, archive, or create a database of the content available through the Bing Maps API.
You may not use the Bing Maps API to provide sensor based guidance/routing, nor use any Road
Traffic Data or Bird’s Eye Imagery (or associated metadata) even if available through the Bing
Maps API for any purpose. Your use of the Bing Maps API and associated content is also subject
to the additional terms and conditions at go.microsoft.com/fwlink/?LinkId=21969.
h. Included Microsoft Programs. The software contains other Microsoft programs. In some
cases, those programs and the license terms that apply to your use of them are addressed
specifically in these license terms. For all other included Microsoft programs, the license terms
with those programs govern your use.
5. PRODUCT KEYS. The software requires a key to install or access it. You are responsible for use of
the keys assigned to you. You may not share the keys with third parties. You may not use keys
assigned to third parties.
6. INTERNET-BASED SERVICES. Microsoft provides Internet-based services with the software. It
may change or cancel them at any time.
7. BENCHMARK TESTING. You must obtain Microsoft's prior written approval to disclose to a third
party the results of any benchmark test of the software. However, this does not apply to the
Microsoft .NET Framework (see below).
8. MICROSOFT .NET FRAMEWORK BENCHMARK TESTING. The software includes one or more
components of the .NET Framework (“.NET Components”). You may conduct internal benchmark
testing of those components. You may disclose the results of any benchmark test of those
components, provided that you comply with the conditions set forth at go.microsoft.com/fwlink/?
LinkID=66406. Notwithstanding any other agreement you may have with Microsoft, if you disclose
such benchmark test results, Microsoft shall have the right to disclose the results of benchmark tests
it conducts of your products that compete with the applicable .NET Component, provided it complies
with the same conditions set forth at go.microsoft.com/fwlink/?LinkID=66406.
9. SCOPE OF LICENSE. The software is licensed, not sold. This agreement only gives you some rights
to use the software. Microsoft reserves all other rights. Unless applicable law gives you more rights
despite this limitation, you may use the software only as expressly permitted in this agreement. In
doing so, you must comply with any technical limitations in the software that only allow you to use it
in certain ways. For more information, see www.microsoft.com/licensing/userights. You may not
 work around any technical limitations in the software;
 reverse engineer, decompile or disassemble the software, except and only to the extent that
 applicable law expressly permits, despite this limitation;
 remove, minimize, block or modify any logos, trademarks, copyright, digital watermarks, or other
notices of Microsoft or its suppliers that are included in the software, including any content made
available to you through the software;
 make more copies of the software than specified in this agreement or allowed by applicable law,
despite this limitation;
 publish the software, including any application programming interfaces included in the software,
for others to copy;
 share or otherwise distribute documents, text or images created using the software Data
Mapping Services features;
 rent, lease or lend the software; or
 use the software for commercial software hosting services.
Rights to access the software on any device do not give you any right to implement Microsoft patents
or other Microsoft intellectual property in software or devices that access that device.
10. BACKUP COPY. You may make one backup copy of the software media. You may use it only to
create instances of the software.
11. DOCUMENTATION. Any person that has valid access to your computer or internal network may
copy and use the documentation for your internal, reference purposes.
12. NOT FOR RESALE SOFTWARE. You may not sell software marked as “NFR” or “Not for Resale.”
13. ACADEMIC EDITION SOFTWARE. You must be a “Qualified Educational User” to use software
marked as “Academic Edition” or “AE.” If you do not know whether you are a Qualified Educational
User, visit www.microsoft.com/education or contact the Microsoft affiliate serving your country.
14. DOWNGRADE. Instead of creating, storing and using the software, for each permitted instance, you
may create, store and use an instance of an earlier version. This agreement applies to your use of
the earlier version. If the earlier version includes different components, any terms for those
components in the agreement that comes with the earlier version apply to your use of them.
Microsoft is not obligated to supply earlier versions to you. At any time, you may replace an earlier
version with this version of the software.
15. PROOF OF LICENSE. If you acquired the software on a disc or other media, a genuine Microsoft
Proof of License label with a genuine copy of the software identifies licensed software. To be valid,
this label must appear on Microsoft packaging and may not be transferred separately. If you receive
the label separately, it is invalid. You should keep the packaging that has the label on it to prove that
you are licensed to use the software. To identify genuine Microsoft software, see
www.howtotell.com.
TRANSFER TO A THIRD PARTY. The first user of the software may transfer it, this agreement
and CALs directly to a third party. Before the transfer, that party must agree that this
agreement applies to the transfer and use of the software. The transfer must include the
software and the Proof of License label. The first user may not retain any instances of the
software unless that user also retains another license for the software.
16. EXPORT RESTRICTIONS. The software is subject to United States export laws and regulations.
You must comply with all domestic and international export laws and regulations that apply to the
software. These laws include restrictions on destinations, end users and end use. For additional
information, see www.microsoft.com/exporting.
17. SUPPORT SERVICES. Microsoft provides support services for the software as described at
www.support.microsoft.com/common/international.aspx.
18. ENTIRE AGREEMENT. This agreement (including the warranty below), and the terms for
supplements, updates, Internet-based services and support services that you use, are the entire
agreement for the software and support services.
19. APPLICABLE LAW.
a. United States. If you acquired the software in the United States, Washington state law governs
the interpretation of this agreement and applies to claims for breach of it, regardless of conflict of
laws principles. The laws of the state where you live govern all other claims, including claims
under state consumer protection laws, unfair competition laws, and in tort.
b. Outside the United States. If you acquired the software in any other country, the laws of that
country apply.
20. LEGAL EFFECT. This agreement describes certain legal rights. You may have other rights under the
laws of your state or country. You may also have rights with respect to the party from whom you
acquired the software. This agreement does not change your rights under the laws of your state or
country if the laws of your state or country do not permit it to do so.
21. LIMITATION ON AND EXCLUSION OF DAMAGES. YOU CAN RECOVER FROM MICROSOFT
AND ITS SUPPLIERS ONLY DIRECT DAMAGES UP TO THE AMOUNT YOU PAID FOR THE
SOFTWARE. YOU CANNOT RECOVER ANY OTHER DAMAGES, INCLUDING
CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES.
This limitation applies to
 anything related to the software, services, content (including code) on third party Internet sites,
or third party programs; and
 claims for breach of contract, breach of warranty, guarantee or condition, strict liability,
negligence, or other tort to the extent permitted by applicable law.
It also applies even if
 repair, replacement or a refund for the software does not fully compensate you for any losses; or
 Microsoft knew or should have known about the possibility of the damages.
Some states do not allow the exclusion or limitation of incidental or consequential damages, so the
above limitation or exclusion may not apply to you. They also may not apply to you because your
country may not allow the exclusion or limitation of incidental, consequential or other damages.
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LIMITED WARRANTY
LIMITED WARRANTY. If you follow the instructions, the software will perform substantially as
described in the Microsoft materials that you receive in or with the software.
TERM OF WARRANTY; WARRANTY RECIPIENT; LENGTH OF ANY IMPLIED WARRANTIES. THE
LIMITED WARRANTY COVERS THE SOFTWARE FOR ONE YEAR AFTER ACQUIRED BY THE
FIRST USER. IF YOU RECEIVE SUPPLEMENTS, UPDATES, OR REPLACEMENT SOFTWARE
DURING THAT YEAR, THEY WILL BE COVERED FOR THE REMAINDER OF THE WARRANTY
OR 30 DAYS, WHICHEVER IS LONGER. If the first user transfers the software, the remainder of
the warranty will apply to the recipient.
TO THE EXTENT PERMITTED BY LAW, ANY IMPLIED WARRANTIES, GUARANTEES OR
CONDITIONS LAST ONLY DURING THE TERM OF THE LIMITED WARRANTY. Some states do
not allow limitations on how long an implied warranty lasts, so these limitations may not apply to
you. They also might not apply to you because some countries may not allow limitations on how long
an implied warranty, guarantee or condition lasts.
EXCLUSIONS FROM WARRANTY. This warranty does not cover problems caused by your acts (or
failures to act), the acts of others, or events beyond Microsoft’s reasonable control.
REMEDY FOR BREACH OF WARRANTY. MICROSOFT WILL REPAIR OR REPLACE THE
SOFTWARE AT NO CHARGE. IF MICROSOFT CANNOT REPAIR OR REPLACE IT,
MICROSOFT WILL REFUND THE AMOUNT SHOWN ON YOUR RECEIPT FOR THE
SOFTWARE. IT WILL ALSO REPAIR OR REPLACE SUPPLEMENTS, UPDATES AND
REPLACEMENT SOFTWARE AT NO CHARGE. IF MICROSOFT CANNOT REPAIR OR REPLACE
THEM, IT WILL REFUND THE AMOUNT YOU PAID FOR THEM, IF ANY. YOU MUST
UNINSTALL THE SOFTWARE AND RETURN ANY MEDIA AND OTHER ASSOCIATED
MATERIALS TO MICROSOFT WITH PROOF OF PURCHASE TO OBTAIN A REFUND. THESE
ARE YOUR ONLY REMEDIES FOR BREACH OF THE LIMITED WARRANTY.
CONSUMER RIGHTS NOT AFFECTED. YOU MAY HAVE ADDITIONAL CONSUMER RIGHTS
UNDER YOUR LOCAL LAWS, WHICH THIS AGREEMENT CANNOT CHANGE.
WARRANTY PROCEDURES. You need proof of purchase for warranty service.
1. United States and Canada. For warranty service or information about how to obtain a refund
for software acquired in the United States and Canada, contact Microsoft at
 (800) MICROSOFT;
 Microsoft Customer Service and Support, One Microsoft Way, Redmond, WA 98052-6399; or
 visit www.microsoft.com/info/nareturns.htm.
2. Europe, Middle East and Africa. If you acquired the software in Europe, the Middle East or
Africa, Microsoft Ireland Operations Limited makes this limited warranty. To make a claim under
this warranty, you should contact either
 Microsoft Ireland Operations Limited, Customer Care Centre, Atrium Building Block B,
Carmanhall Road, Sandyford Industrial Estate, Dublin 18, Ireland; or
 the Microsoft affiliate serving your country (see www.microsoft.com/worldwide).
3. Outside United States, Canada, Europe, Middle East and Africa. If you acquired the
software outside the United States, Canada, Europe, the Middle East and Africa, contact the
Microsoft affiliate serving your country (see www.microsoft.com/worldwide).
NO OTHER WARRANTIES. THE LIMITED WARRANTY IS THE ONLY DIRECT WARRANTY FROM
MICROSOFT. MICROSOFT GIVES NO OTHER EXPRESS WARRANTIES, GUARANTEES OR
CONDITIONS. WHERE ALLOWED BY YOUR LOCAL LAWS, MICROSOFT EXCLUDES
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE
AND NON-INFRINGEMENT. If your local laws give you any implied warranties, guarantees or
conditions, despite this exclusion, your remedies are described in the Remedy for Breach of Warranty
clause above, to the extent permitted by your local laws.
LIMITATION ON AND EXCLUSION OF DAMAGES FOR BREACH OF WARRANTY. THE
LIMITATION ON AND EXCLUSION OF DAMAGES CLAUSE ABOVE APPLIES TO BREACHES
OF THIS LIMITED WARRANTY.
THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER
RIGHTS WHICH VARY FROM STATE TO STATE. YOU MAY ALSO HAVE OTHER RIGHTS WHICH
VARY FROM COUNTRY TO COUNTRY.