pgEdge Platform Evaluation License
Last Updated: October 11, 2023
Welcome to pgEdge! Please carefully review the following pgEdge Platform Evaluation License Agreement (this “Agreement”), as this Agreement applies to your access to and use of pgEdge Platform Developer Edition and any other self-managed software products made available to you by pgEdge, Inc. and/or its affiliates (collectively, “pgEdge”, “we”, “us”, or “our”) as part of an alpha, beta or evaluation test program or otherwise on a free basis (individually and collectively, the “Self-Managed Evaluation Software”).
In addition to this Agreement, our Terms of Use and Privacy Policy each apply to your use of the Self-Managed Evaluation Products and are incorporated herein by reference. For clarity, this Agreement is considered one of our “Additional Terms” under our Terms of Use and if we make any Self-Managed Evaluation Products available to you, those Self-Managed Evaluation Products will be considered “Services” under our Terms of Use. Capitalized terms used but not defined in this Agreement will have the meanings given to them in our Terms of Use or Privacy Policy, as applicable.
Additional terms and conditions may appear on the Self-Managed Evaluation Products registration web page or elsewhere within the Self-Managed Evaluation Products, or may otherwise be made available to you via email or through your account. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
BY CLICKING “SUBMIT”, OR OTHERWISE DOWNLOADING, ACCESSING OR USING ANY SELF-MANAGED EVALUATION PRODUCTS, YOU ACKNOWLEDGE YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT AND AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT DOWNLOAD, ACCESS OR USE THE SELF-MANAGED EVALUATION PRODUCTS OR VIEW ANY CONTENT MADE AVAILABLE THROUGH THE SELF-MANAGED EVALUATION PRODUCTS.
1. Right of Access and Use.
Subject to the terms and conditions of this Agreement and your compliance therewith, pgEdge hereby grants to you, during the Evaluation Period (as defined below), a limited, non-exclusive, revocable, non-assignable, non-sublicensable, personal, non-transferable license to use the Self-Managed Evaluation Products made available to you by pgEdge solely for evaluation use in your internal development and testing environments, and not for production use. Except as expressly set forth herein, no other right or license of any kind is granted to you with respect to the Self-Managed Evaluation Products.
2. Restrictions on Use.
You shall not at any time, directly or indirectly, and shall not permit any third party to: (a) use the Self-Managed Evaluation Products for any purposes beyond the scope of the access granted in this Agreement; (b) remove, obscure or alter any proprietary notices related to the Self-Managed Evaluation Products or circumvent any securities measures or use restrictions in therein; (c) use the Self-Managed Evaluation Products in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party, or that violates any applicable law; (d) input, upload, transmit or otherwise provide to or through the Self-Managed Evaluation Products, any information or materials that are unlawful or injurious, or contain, transmit or activate any harmful code; (e) use the Self-Managed Evaluation Products for any unauthorized purpose or in any manner that damages, interferes with or disrupts the integrity or performance of the Self-Managed Evaluation Products or pgEdge’s customers’ access to or use of the same; (f) decompile, disassemble or otherwise reverse engineer (except to the extent expressly permitted by applicable law; provided that you provide pgEdge with advance written notice thereof) the Self-Managed Evaluation Products or any portion thereof, or determine or attempt to determine any source code, algorithms, methods or techniques embodied in the Self-Managed Evaluation Products or any portion thereof; (g) copy, modify, translate or create any derivative works based upon the Self-Managed Evaluation Products or any portion thereof; (h) distribute, disclose, market, rent, lease, assign, sublicense, pledge or otherwise transfer the Self-Managed Evaluation Products, in whole or in part, to any third party; (i) perform, or release the results of, benchmark tests or other comparisons of the Self-Managed Evaluation Products with other programs; (j) use the Self-Managed Evaluation Products in connection with any facility management services or service bureaus or otherwise to be used for processing the data of any third party; (k) use the Self-Managed Evaluation Products in order to build a competitive product or service or otherwise for competitive or benchmarking purposes; or (l) attempt any of the foregoing.
3. Open-Source Software.
You acknowledge and agree that (a) certain elements of the Self-Managed Evaluation Products are subject to “open source” or “free software licenses” (“Open Source Software”) owned by third parties, (b) such Open Source Software is not licensed under Section 1, and (c) such Open Source Software is instead licensed under the terms of the end-user license that accompanies such Open Source Software. Nothing in this Agreement limits your rights under, or grants you rights that supersede, the terms and conditions of the applicable end-user license for such Open Source Software.
4. Evaluation Period.
This Agreement is effective as of the earlier of (a) your acceptance of this Agreement, and (b) your access to the Self-Managed Evaluation Products, and continues in full force and effect until the earlier of (i) the end of the evaluation period for which you registered to use the Self-Managed Evaluation Products (if any), (ii) termination by us in our sole discretion, or (iii) termination by you in your sole discretion (the “Evaluation Period”). Notwithstanding the foregoing, Sections 2 and 6 shall survive the expiration or termination of this Agreement.
5. Support.
pgEdge shall have no obligation to offer support services to you, and nothing contained herein shall be interpreted so as to require pgEdge to provide any developer support, maintenance, installation services, debugging, consultation, technical support or end-user support of any kind. Any updates, enhancements, modifications, and additions to any of the Self-Managed Evaluation Products that may be provided by pgEdge to you in the future shall be provided at pgEdge’s sole discretion.
6. Confidentiality.
6.1. From time to time during the Evaluation Period, either you or pgEdge (each, a “disclosing party”) may disclose or make available to the other (each, a “receiving party”) nonpublic or proprietary data and other information of the disclosing party (or its affiliates), whether orally or in written, electronic, or other form or media, and which is either (a) marked, designated or otherwise identified as “confidential”, or (b) is of a type which a reasonable person would understand is confidential or proprietary in nature even if not so marked, designated or identified, including trade secrets, customer lists, pricing, technical data, product ideas, methods, processes, code, data, inventions, statistics, programs, research, technology, network designs, passwords and sign-on codes, personnel and staffing, and contract and financial information. Without limiting the foregoing, the Self-Managed Evaluation Products are the Confidential Information of pgEdge. Confidential Information does not include information that, at the time of disclosure is: (i) publicly available when disclosed or becomes publicly available without fault of the receiving party; (ii) known to the receiving party at the time of disclosure, as evidenced by its written records; (iii) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (iv) independently developed by the receiving party, as evidenced by its written records.
6.2. The receiving party shall not use the disclosing party’s Confidential Information except to the extent necessary to fulfill its obligations under this Agreement. In addition, the receiving party shall not disclose the disclosing party’s Confidential Information to any third party and shall maintain such Confidential Information using methods at least as protective as it uses to protect its own information of a similar nature, but in no event using less than a reasonable degree of care. Notwithstanding the foregoing, the receiving party may disclose the disclosing party’s Confidential Information (a) on an “as-needed” basis to its directors, officers, employees, advisors, agents, subcontractors and/or consultants who are bound by obligations materially similar to this Section 6, provided that the receiving party will remain liable for any breach by any such parties of these provisions and for any damages caused thereby, and (b) to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order, or (ii) to establish a party’s rights under this Agreement, including to make required court filings.
6.3. Each of your and pgEdge’s obligations of non-disclosure with regard to Confidential Information will expire five (5) years from expiration or termination of this Agreement; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
6.4. You and pgEdge acknowledge and agree that a breach or threatened breach by the other of any of the other’s obligations under this Section 6 would cause the other irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy.