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END USER LICENSE AGREEMENT

ABOUT USING THE SOFTWARE

POSTGRES PRO STANDARD / POSTGRES PRO ENTERPRISE / POSTGRES PRO SHARDMAN

PLEASE READ THE TERMS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE YOU START DOWNLOADING AND/OR SETTING UP AND/OR COPYING AND/OR INSTALLING AND/OR ANY USE OF ANY SOFTWARE SPECIFIED IN THE TITLE OF THIS LICENSE AGREEMENT (HEREINAFTER REFERRED TO AS PRODUCT / Product) ON YOUR COMPUTER / SERVER / PROCESSOR.

This license agreement (hereinafter referred to as the Agreement) for granting the right to use any of the above Products and their versions is concluded between Postgres Professional Europe Limited (PPEL), Gibraltar, being the Copyright Holder of the Products, and you, an individual or a representative of a legal entity acting as the End User of the Product. By continuing to use the Product, you confirm that you have the necessary authority to represent End User when using the Product and entering into this Agreement.

By starting to use the Product, you, as an End User, agree to all the terms of the Agreement in full and unconditionally and are considered to have accepted the right to use the Product under a simple (non-exclusive) license. If you do not agree to the terms of the Agreement, you do not have the right to download, set up, copy, install or use the Product in any way.

If you received the Product or access to the Product from an authorized representative of the Copyright Holder (partner, distributor, etc.) on the basis of a separate contract or directly from the Copyright Holder under a separate contract (hereinafter collectively referred to as the Contracts), this Agreement applies to the extent that does not contradict the specified Contracts.

The Agreement does not apply to cases of use of the Product embedded in third party’s software.

1. EXCLUSIVE INTELLECTUAL PROPERTY RIGHTS

1.1. The exclusive intellectual property right to the Product and its Documentation belongs to the Copyright Holder and/or its affiliates subject to the provisions of clause 1.2 of the Agreement and protected according to the current legislation on intellectual property, commercial secret and the provisions of this Agreement.

1.2. The Product is based on freely distributed software - PostgreSQL Database Management System, which is distributed under the PostgreSQL license, the terms of which are given on the Copyright Holder's website at: https://postgrespro.com.

1.3. The name Postgres, logos Postgres are registered trademarks and protected by Copyright Law.

2. SUBJECT OF THE AGREEMENT

2.1. Under the terms of a non-exclusive license the Copyright Holder grants the End User the right to use an unlimited number of copies (instances) of the Product and user documentation for the Product (hereinafter referred to as the Documentation), in accordance with the restrictions on the total number of processor’s or server’s cores and the number of users provided for in the Contracts (license metrics), to the extent and in the manner specified in this Agreement and subject to the End User's compliance with all technical requirements described in the Documentation for the applicable Product.

If the right to use the Product is acquired by the End User on the basis of a separate Contract with the Copyright Holder or an authorized representative of the Copyright Holder, the End User has the right to deploy the Product in one development environment and one testing environment, not exceeding the number of licenses and license metrics for the production environment.

The right to use the Product not expressly stated in the Agreement or Contracts is not considered granted to the End User.

2.2. Methods of using the Product: the right to reproduce, including start up, installation and launch of the Product, recording and storage in computer memory in accordance with the Documentation for the purpose of using the Product for its functional purpose, including the right to make one backup copy and the right to make changes to the Product to ensure operation Product on the End User's equipment in accordance with and within the limits provided for in the Documentation (adaptation).

The End User has the right to use the Product with its other software, excluding the right to embed the Product in its and/or third parties’ software.

 

2.3. The End User has no right to use the Product in ways and to the extent of rights not provided for in the Agreement, including, but not limited to:

  • To make any changes to the source and object code of the Product, except for those that are allowed to be made by means included in the Product package and described in the Documentation;
  • To modify, reverse engineer, disassemble and/or decompile the Product and its components;
  • To use the Product on behalf of a third party, as well as for the benefit of third parties;
  • To perform other actions regarding the Product that violate international standards of the copyright and software laws;
  • To transfer the right to use the Product and Documentation, as well as activation and access codes (or copies thereof) to third parties for a fee or free of charge, in any form, including, but not limited to, by selling, assigning, renting, leasing, lending or in other ways;
  • To provide third parties with access to Products and Documentation for use for the commercial purposes of such third parties;
  • To assign the Agreement and obligations from it to third parties;
  • To remove, make difficult to access or obscure, or otherwise alter the copyright notices.

2.4. Territory of use of the Product: the whole world.

2.5. License validity period – 3 (three) years.

2.6. All updates to the Product shall be submitted in accordance with the terms of the technical support for the Product provided on the website of the Copyright Holder https://postgrespro.com.

2.7. The terms and procedure for remuneration for granting the rights to use the Product in case of its commercial use is determined in separately concluded Contracts with the Copyright Holder or its authorized representatives/partners.

3. LIMITED WARRANTIES

3.1. The Copyright Holder warrants that it has the right to license the Software and Documentation to the End User.

3.2. The Copyright Holder confirms that granting the right to use the Product does not violate the intellectual and other rights of third parties at the time of its provision, and that the Copyright Holder is not aware of the rights of third parties that could be violated by granting the right to use the Product.

3.3. The Copyright Holder also shall not incur any liability and shall not give any guarantees with respect to any consumer qualities of the Product, except for those declared and listed in the Documentation, if the Product was purchased by the End User not from the Copyright Holder or his authorized representatives.

3.4. In no event shall the Copyright Holder be liable to any party for direct, indirect, special, incidental, or consequential damages, including lost profits, arising out of the use of the Product and its Documentation, even if the Copyright Holder has been advised of the possibility of such damage.

3.5. The Copyright Holder specifically disclaims any expressed or implied warranties, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. The Product provided hereunder is on an "as is" basis, and the Copyright Holder has no obligations to provide maintenance, support, updates, enhancements, or modifications.

3.6. The Copyright Holder does not provide any guarantees with respect to software and equipment of other manufacturers that may be supplied to the End User with the Product either as a part of the Product or with which the Product is supplied.

4. LIABILITY

4.1. The End User is responsible for claims related to the End User's use of the Product, as well as the results of such use, brought against it by third parties.

4.2. The End User undertakes to compensate for any expenses to the Copyright Holder, including legal costs, remuneration to lawyers/legal officers/representatives, and to protect the Copyright Holder from any claims, disputes, litigation, losses, damages, costs, expenses, any other liability arising from improper, unlawful use of the Product (including any party related to the End User, as well as persons authorized by the End User's instruction to act in clear breach of the terms of this Agreement and applicable law).

4.3. The Copyright Holder will defend the End User with respect to any claim made against the End User for copyright, patent, trade secret or other intellectual property rights violation relating to the Product, excluding cases where the claim is based on the combination of the Product with other software or modification of the Product made by the End User. In the event of a claim the End User undertakes to immediately inform the Copyright Holder and provide all necessary information regarding the dispute.

4.4. Violation by the End User of the Copyright Holder's exclusive right to the Product and/or Documentation, including, but not limited to, any of their parts or components, shall result in immediate termination of the right to use the Product granted to the End User.

4.5. The Copyright Holder and its affiliated persons are not responsible and do not compensate for direct or indirect damages, including lost profits, loss of confidential information of the End User, caused by violations and/or errors in the operation of the Product, resulting from unlawful actions of the End User's personnel or third parties, as well as malfunctions of technical equipment and electrical equipment of the End User.

5. TRANSFER PROCEDURE

5.1. Transfer of a copy of the Product to the End User shall be carried out by providing access for downloading distributive of the Product and its Documentation.

5.2. Any changes, additions and other actions related to the transfer, activation, access provision to the Product are carried out exclusively by the Copyright Holder directly or through his authorized representatives.

6. ADDITIONAL TERMS

6.1. The right to use the Product is only valid if the Product is genuine.

6.2. This Agreement is effective from the moment the End User lawfully begins to install the Product or remotely access or actually use the Product.

6.3. This Agreement defines the conditions, procedure, restrictions and other rules for using the Product.

6.4. The Copyright Holder reserves the right to make changes to this Agreement unilaterally. The current valid version of the document is posted on the official website of the Copyright Holder: https://postgrespro.com, in accordance with which the End User is obliged to use the Product.

6.5. All disputes and disagreements between the parties to this Agreement are subject to settlement through negotiations, the claim procedure is mandatory, and if the positive result of the negotiations is not achieved - dispute shall be settled by judicial procedure in accordance with the current applicable legislation of Gibraltar. The Agreement on the whole is ruled by legislation of Gibraltar as well.

6.6. The Agreement constitutes the entire agreement between the End User and the Copyright Holder on its terms and conditions. If any of its provisions are recognized by the competent court as invalid, illegal, the remaining provisions of the Agreement shall remain in full force and effect.

6.7. Without prejudice to any of its rights, the Copyright Holder has the right to unilaterally terminate this Agreement if the End User fails to comply with its terms and restrictions. Money paid by the End User for the use of the Product is non-refundable, and in the event of incomplete payment of the remuneration for the provision of rights to use the Product, the Copyright Holder has the right to demand its recovery as lost profits in court.

6.8. If the End User becomes aware of any information indicating a violation of the Copyright Holder's copyright (illegal resale of the Product, reference links to unauthorized sites), the Copyright Holder recommends reporting this information to the Copyright Holder at: info@postgrespro.com.

6.9. For additional information on emerging issues regarding this Agreement, other explanations on the use of the Product, the End User may contact: info@postgrespro.com.

6.10. Previous version of the Agreement: https:// XXX postgrespro.com

EULA, OCTOBER 10, 2024. PPEL

Postgres Pro Standard / Postgres Pro Enterprise / Postgres Pro Shardman