License.txt

				POSTGRES PROFESSIONAL LICENSE 
			FOR CUSTOMERS TO INTERNALLY USE POSTGRES PRO SOFTWARE
                           Version 1.2, March 2022

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 modification.

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 and
derivative versions of 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 or derivative
version of the Software that Customer created, 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 any derivative versions thereof 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, 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, or
modified versions of the Software or parts thereof 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, 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.