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| -PostgreSQL License |
| 1 | + POSTGRES PROFESSIONAL LICENSE |
| 2 | + FOR CUSTOMERS TO INTERNALLY USE POSTGRES PRO SOFTWARE |
| 3 | + Version 1.2, March 2022 |
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| -Copyright (c) 2019-2020, Postgres Professional |
| 5 | +0. Background. Postgres Professional publishes software in "source-available" |
| 6 | +or "open code" form. This means that source code of the software is available |
| 7 | +for inspection and modification. |
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| -Permission to use, copy, modify, and distribute this software and its |
6 |
| -documentation for any purpose, without fee, and without a written agreement is |
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| -hereby granted, provided that the above copyright notice and this paragraph |
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| -and the following two paragraphs appear in all copies. |
| 9 | +1. LICENSE GRANT. If Postgres Professional LLC and Postgres Professional |
| 10 | +Europe Limited (collectively "PgPro") intentionally provides to a legal or |
| 11 | +natural person ("Customer") a copy of the Postgres Pro Software ("Software") |
| 12 | +with an express written statement that this Postgres Professional License |
| 13 | +("PgPro License") shall apply to such copy, then PgPro grants such Customer |
| 14 | +a royalty-free, non-exclusive, worldwide, personal, non-transferable, |
| 15 | +non-sublicensable right to copy, adapt and Internally Use the Software and |
| 16 | +derivative versions of the Software on the condition that Customer complies |
| 17 | +with all terms and limitations of this PgPro License and only to the extent |
| 18 | +expressly permitted under this PgPro License. |
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|
10 |
| -IN NO EVENT SHALL Postgres Professional BE LIABLE TO ANY PARTY FOR DIRECT, INDIRECT, |
11 |
| -SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, ARISING |
12 |
| -OUT OF THE USE OF THIS SOFTWARE AND ITS DOCUMENTATION, EVEN IF Postgres Professional |
13 |
| -HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. |
| 20 | +"Internally Use" means executing and utilizing the functionality of the |
| 21 | +Software by the Customer through statutory employees and individual |
| 22 | +independent contractors of the Customer, its Affiliates and Service |
| 23 | +Providers ("Customer's Extended Enterprise") for purposes of supporting the |
| 24 | +Customer's internal business processes, subject to written confidentiality |
| 25 | +and non-disclosure agreements that prohibit disclosures of the Software to |
| 26 | +anyone outside Customer's Extended Enterprise, and does not extend to any |
| 27 | +form of distribution, publication, public display, public performance or |
| 28 | +hosting for remote access by anyone who is not part of Customer's Extended |
| 29 | +Enterprise. |
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|
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| -Postgres Professional SPECIFICALLY DISCLAIMS ANY WARRANTIES, INCLUDING, BUT NOT |
16 |
| -LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A |
17 |
| -PARTICULAR PURPOSE. THE SOFTWARE PROVIDED HEREUNDER IS ON AN "AS IS" BASIS, |
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| -AND Postgres Professional HAS NO OBLIGATIONS TO PROVIDE MAINTENANCE, SUPPORT, UPDATES, |
19 |
| -ENHANCEMENTS, OR MODIFICATIONS. |
| 31 | +"Affiliate" means any legal entity that is wholly-owned by Customer, |
| 32 | +wholly-owns Customer or is under hundred percent common ownership with |
| 33 | +Customer. |
| 34 | + |
| 35 | +"Service Provider" means an entity that uses the Software or derivative |
| 36 | +version of the Software that Customer created, solely on behalf and in the |
| 37 | +interest of the Customer (and not for its own purposes or its other |
| 38 | +customers) to provide services other than technical support or modifications |
| 39 | +of the Software. For the avoidance of doubt, PgPro does not grant any |
| 40 | +license directly to Service Providers. Service Providers may only assist |
| 41 | +Customer in exercising Customer's rights under this License. Service |
| 42 | +Providers must not modify the Software or any derivative versions thereof or |
| 43 | +provide Customer with technical support or maintenance concerning the Software. |
| 44 | + |
| 45 | + |
| 46 | +2. LIMITATIONS. Customer must not use - or enable or permit anyone to use |
| 47 | +- the Software, except as expressly permitted in Section 1 (License Grant). |
| 48 | +For the avoidance of doubt, Customer must not disclose, distribute, sell, |
| 49 | +publicly display, publicly perform or host on a "cloud," "SaaS," "DBaaS" or |
| 50 | +other remote access basis. |
| 51 | + |
| 52 | + |
| 53 | +3. CONFIDENTIALITY. Customer must keep the Software confidential and not |
| 54 | +disclose or use the Software, except as permitted under this PgPro License. |
| 55 | + |
| 56 | + |
| 57 | +4. CUSTOMER LICENSE. If Customer shares any improvements, bug fixes, or |
| 58 | +modified versions of the Software or parts thereof or information related |
| 59 | +thereto ("Improvements") with PgPro, then Customer grants PgPro a |
| 60 | +royalty-free, non-exclusive, worldwide, transferable, sublicensable and |
| 61 | +irrevocable license to use, make, sell, import, export, disclose, copy, |
| 62 | +adapt, distribute, publicly display, publicly perform, host for remote |
| 63 | +access and commercialize or utilize in similar or other ways, at PgPro's |
| 64 | +sole discretion, the Improvements. |
| 65 | + |
| 66 | + |
| 67 | +5. DISCLAIMER. PGPRO DOES NOT EXTEND ANY EXPRESS REPRESENTATIONS OR |
| 68 | +WARRANTY AND HEREBY DISCLAIMS ANY IMPLIED WARRANTIES AND REPRESENTATIONS |
| 69 | +REGARDING THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY |
| 70 | +OF MERCHANTABILITY, FUNCTIONALITY, QUIET ENJOYMENT, NON-INFRINGEMENT AND |
| 71 | +PROFESSIONAL OR WORKMANLIKE SERVICES PERTAINING TO THE SOFTWARE. PGPRO |
| 72 | +SHALL NOT BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST |
| 73 | +PROFITS, LOST DATA, LOST REVENUE, OR INDIRECT, CONSEQUENTIAL, SPECIAL OR |
| 74 | +OTHER DAMAGES CAUSED BY OR RELATED TO THE SOFTWARE. |
| 75 | + |
| 76 | + |
| 77 | +6. GENERAL TERMS. This PgPro License shall be governed by, and interpreted |
| 78 | +under, State of California, United States of America, law. Except as |
| 79 | +expressly agreed in a signed written agreement with Customer, PgPro may |
| 80 | +update the terms of this PgPro License at its sole discretion with 90 days |
| 81 | +prior notice to Customer and PgPro does not accept, and hereby expressly |
| 82 | +rejects, any additional or conflicting terms that Customer may propose or |
| 83 | +communicate in standard procurement terms or otherwise. |
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