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.