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LICENSE
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LICENSE
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POSTGRES PROFESSIONAL LICENSE
FOR CUSTOMERS
TO INTERNALLY USE POSTGRES PRO SOFTWARE
Version 1.3 - 2024-04-04
0. BACKGROUND. Postgres Professional publishes software in "source-available" or "open code" form. This means that source code of the software is available for inspection and adaptation.
1. LICENSE GRANT. If Postgres Professional LLC and Postgres Professional Europe Limited (collectively "PgPro") intentionally provides to a legal or natural person ("Customer") a copy of the Postgres Pro Software ("Software") with an express written statement that this Postgres Professional License ("PgPro License") shall apply to such copy, then PgPro grants such Customer a royalty-free, non-exclusive, worldwide, personal, non-transferable, non-sublicensable right to copy, adapt and Internally Use the Software on the condition that Customer complies with all terms and limitations of this PgPro License and only to the extent expressly permitted under this PgPro License.
"Internally Use" means executing and utilizing the functionality of the Software by the Customer through statutory employees and individual independent contractors of the Customer, its Affiliates and Service Providers ("Customer's Extended Enterprise") for purposes of supporting the Customer's internal business processes, subject to written confidentiality and non-disclosure agreements that prohibit disclosures of the Software to anyone outside Customer's Extended Enterprise, and does not extend to any form of distribution, publication, public display, public performance or hosting for remote access by anyone who is not part of Customer's Extended Enterprise.
"Affiliate" means any legal entity that is wholly owned by Customer, wholly-owns Customer or is under hundred percent common ownership with Customer.
"Service Provider" means an entity that uses the Software solely on behalf and in the interest of the Customer (and not for its own purposes or its other customers) to provide services other than technical support or modifications of the Software. For the avoidance of doubt, PgPro does not grant any license directly to Service Providers. Service Providers may only assist Customer in exercising Customer's rights under this License. Service Providers must not modify the Software or provide Customer with technical support or maintenance concerning the Software.
2. LIMITATIONS. Customer must not use - or enable or permit anyone to use - the Software, except as expressly permitted in Section 1 (License Grant). For the avoidance of doubt, Customer must not disclose, modify, distribute, sell, publicly display, publicly perform or host on a "cloud", "SaaS", "DBaaS" or other remote access basis.
3. CONFIDENTIALITY. Customer must keep the Software confidential and not disclose or use the Software, except as permitted under this PgPro License.
4. CUSTOMER LICENSE. If Customer shares any improvements, bug fixes of the Software or information related thereto ("Improvements") with PgPro, then Customer grants PgPro a royalty-free, non-exclusive, worldwide, transferable, sublicensable and irrevocable license to use, make, sell, import, export, disclose, copy, adapt, modify, distribute, publicly display, publicly perform, host for remote access and commercialize or utilize in similar or other ways, at PgPro's sole discretion, the Improvements.
5. DISCLAIMER. PGPRO DOES NOT EXTEND ANY EXPRESS REPRESENTATIONS OR WARRANTY AND HEREBY DISCLAIMS ANY IMPLIED WARRANTIES AND REPRESENTATIONS REGARDING THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FUNCTIONALITY, QUIET ENJOYMENT, NON-INFRINGEMENT AND PROFESSIONAL OR WORKMANLIKE SERVICES PERTAINING TO THE SOFTWARE. PGPRO SHALL NOT BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST DATA, LOST REVENUE, OR INDIRECT, CONSEQUENTIAL, SPECIAL OR OTHER DAMAGES CAUSED BY OR RELATED TO THE SOFTWARE.
6. GENERAL TERMS. This PgPro License shall be governed by, and interpreted under, State of California, United States of America, law. Except as expressly agreed in a signed written agreement with Customer, PgPro may update the terms of this PgPro License at its sole discretion with 90 days prior notice to Customer and PgPro does not accept, and hereby expressly rejects, any additional or conflicting terms that Customer may propose or communicate in standard procurement terms or otherwise.