Last Revised: December 5, 2024
ISV Program Guide
This Program Guide defines the ISV Program benefits and requirements available to you as an ISV Partner, as well as the available EDB Products and distribution models. The Program Guide is incorporated by reference into your ISV Master Agreement (the “Agreement”). Capitalized terms in this Program Guide have the meanings set forth in the Agreement. For use and/or distribution under the Agreement, you are required to execute an ISV Addendum electing one or more of the distribution models identified in this Program Guide.
This Program Guide defines the ISV Program benefits and requirements available to you as an ISV Partner, as well as the available EDB Products and distribution models. The Program Guide is incorporated by reference into your ISV Master Agreement (the “Agreement”). Capitalized terms in this Program Guide have the meanings set forth in the Agreement. For use and/or distribution under the Agreement, you are required to execute an ISV Addendum electing one or more of the distribution models identified in this Program Guide.
Program Requirements: During the term of the Agreement, Partner is required to provide all technical support for Products to End Users as defined in the Agreement (unless the applicable distribution model states otherwise), including this Program Guide and the applicable ISV Addendum. Partner is also required to provide reporting for all distribution models requiring reporting as set forth in the Agreement, including this Program Guide and the applicable ISV Addendum.
Program Benefits: During the term of the Agreement, Partner is eligible for the following benefits:
Roadmap Access and Related Assistance. At the outset of the Agreement and throughout its term, each year, the parties’ senior executives will present and discuss with one another, a roadmap detailing their plans for development and support of their own products (EDB Products and Partner Products, respectively) for the following year, which the parties shall treat as Confidential Information. Such presentations and discussions will also include consideration of any relevant performance or security issues. On an ongoing basis, the parties will share information with each other concerning their product development, including, but not limited to, white papers, marketing literature, and presentations. EDB will allow Partner’s representative to participate in a customer advisory board or similar customer group, as may be relevant to the EDB Products or Partner’s distribution activities under this Agreement, throughout its term. For clarity, product roadmaps are not commitments as to future offerings, including but not limited to, product functionality, performance, availability, license models, or pricing, and are subject to change at the sole discretion of the presenting party without notice, although the parties will strive to keep each other informed of changes.
Available EDB Products:
• Software: Community360 Plan (Support Services only), Standard Plan, Enterprise Plan, & Postgres Distributed.
• Cloud Services: Community360 Plan, Standard Plan, Enterprise Plan, & Postgres Distributed.
Distribution Models: The ISV Program includes an array of distribution models which may be elected by an ISV under an ISV Addendum (including its Registration Form(s)). The available models are below:
- Application Specific Full Use Model: Under this model, EDB grants Partner (including Participating Affiliates, if any) a nonexclusive, nontransferable right to (a) purchase one or more EDB Products (Software) set forth on an applicable Registration Form, and (b) distribute such EDB Products to End Users solely as part of the Application Package. Prior to distributing the Application Package to any End User, Partner must obtain an order from the End User for the Application Package, which order shall be subject to a valid End User Agreement executed by such End User with respect to the Application Package ordered. Each EDB Product distributed with an Application Package must be used only for the internal business operations of the End User and must be used only as part of the Application Package. Each distributed EDB Product shall be subject to the terms of this Program Guide, the ISV Addendum and the Agreement and the terms provided in the End User Agreement. Partner may use the Application Package for its own internal use provided that Partner shall be considered an End User under this Program Guide, the ISV Addendum and the Agreement, and further provided that (1) Partner complies with the requirements of the Agreement with respect to the End User Agreement, and (2) Partner reports such use in accordance with the Agreement. Partner may not duplicate and/or distribute the EDB Products unless bundled with the Application Package and Partner may not use the EDB Products for Partner’s own business operations except as provided in this Program Guide, the Addendum and the Agreement.
Under this model, Partner may appoint Authorized Resellers to distribute, on a non-exclusive basis, the Application Package as provided under the terms of this Program Guide, the ISV Addendum and the Agreement. Authorized Resellers have no right to make separate copies of the EDB Products and shall obtain all EDB Products from Partner solely as part of the Application Package. Each Authorized Reseller must be subject to a binding agreement between Partner and the Authorized Reseller that (a) grants the rights for the Authorized Reseller to distribute the Application Package to End Users, (b) contains or incorporates provisions in respect of the EDB Products which are equivalent to and no less restrictive than the terms in this Program Guide, the Addendum and the Agreement, and (c) permits Partner to report such activities to EDB. In addition, the Agreement with each Authorized Reseller shall require the Authorized Reseller to distribute the Application Package subject to terms that are consistent with and no less restrictive than the terms in this Program Guide, the Addendum and the Agreement. Any distribution of the Application Package by Authorized Resellers must be subject to an End User Agreement between Partner and the End User as required under the Agreement. Partner agrees to conduct appropriate due diligence to ensure the compliance of Authorized Resellers with all laws applicable to ethical business practices, the guidance for which can be found in the “Compliance” section of the Agreement and in the EDB Partner Code of Conduct and Business Ethics at: https://www.enterprisedb.com/sites/default/files/EDB-Supplier-Code-of-Conduct.pdf .
For each End User, Partner will place an Order for a quantity of licenses for the EDB Products in accordance with the pricing in the ISV Addendum and the Agreement. In connection with each Order, Partner will provide EDB with the name, place of incorporation, and principal address of each End User, and the date of Order acceptance. The identity of the End User for whom EDB Products are being used may not be changed unless expressly agreed to in writing by EDB in EDB’s sole discretion. Each Order must be tied to a specific End User.
- Application Specific Full Use Non-Standard Model: Under this model, EDB provides Support directly to the End User under the standard EDB Support Terms referenced in the EDB Eula found at: https://www.enterprisedb.com/legal/EDB-Eula . For clarity, except for the EDB Support, to End Customer, all other Application Specific Full Use Model terms and conditions herein apply.
In connection with an Order or a Report, as applicable, Partner will provide EDB with required Order or Report details requested by EDB.
Embedded Application Package Model: Under this model, EDB grants Partner (including Participating Affiliates, if any) a nonexclusive, nontransferable right to (a) make a full and complete copy of one or more EDB Products (Software) set forth on the Registration Form, and (b) distribute such EDB Products to End Users solely as part of the Application Package. Prior to distributing the Application Package to any End User, Partner must obtain an order from the End User for the Application Package, which order shall be subject to a valid End User Agreement binding such End User with respect to the Application Package ordered. Each EDB Product distributed with an Application Package must be used only for the internal business operations of the End User and must be used only as part of the Application Package. Distribution shall be subject to the terms of this Program Guide, the ISV Addendum and the Agreement. Partner may use the Application Package for its own internal use, provided that Partner shall be considered an End User under this Program Guide, the Addendum and the Agreement, and further provided that (1) Partner complies with the requirements of the Agreement with respect to the End User Agreement, and (2) Partner reports any and all such use in accordance with the reporting obligations in this Program Guide, the ISV Addendum and the Agreement. Partner’s internal use may not exceed 20% of total use based on Fees paid on an annual basis under this model. The EDB Products must be embedded and distributed with the Partner Product as part of the Application Package and cannot be provided separately. Partner may not duplicate and/or distribute the EDB Products unless bundled with the Application Package and Partner may not use the EDB Products for Partner’s own business operations except as provided in this Program Guide, the ISV Addendum and the Agreement. Notwithstanding anything to the contrary herein, the Application Package made available to End Users shall comply with the following requirements:
The EDB Products must be packaged, installed, embedded (as described in the Registration Form) and configured as an integrated component on the Partner Product media or set of media.
The Partner Products must be designed and developed by Partner to eliminate application administration tasks by the End User by including all application administration functions within the Partner Product. Partner may not customize the Application Package for a single End User or a group of End Users. All administration scripts including startup, shutdown, and backup are to be provided by Partner within the Partner Product. The End User must not be permitted to access the EDB Products directly but rather only through the Partner Product;
All information from the EDB Products must be accessed by the End User either through prepackaged reports, or ad hoc reports that are developed by Partner, and included in the Application Package, which do not require or permit the End User to navigate the underlying data schema;
If the Application Package must interface with another application or database, the End User is not permitted to access the database to establish the transfer of data. Partner must set up predefined APIs to transfer data from the Application Package to such other application or database, and management of the data transfer must be done through the Partner Product;- If Partner includes EDB’s or third-party database tools in the Application Package, such tools must be embedded in the Application Package pursuant to the terms of this Program Guide, the Addendum and the Agreement. The End User may not be permitted to use such tools to access the applications directly, rather all access must be provided by Partner within the Partner Product;
- EDB Product upgrades must be distributed as a component of the Application Package and the End User shall be unable to upgrade EDB Product versions as a separate component;
- Only Partner may access the EDB Products directly for purposes of technical assistance to an End User and such access is limited to providing technical assistance, including troubleshooting, problem resolution, and support assistance. Partner shall not provide remote or onsite EDB Product administration tasks on behalf of the End User that are otherwise prohibited under the terms of this Program Guide or the ISV Addendum;
- The EDB Products and the Partner Product must be priced together on Partner standard price list and on the End User’s invoice as the price of the Application Package, and may not, under any circumstances, be distributed separately. For clarity, Partner shall not itemize the cost of the EDB Products separately from the Application Package;
- Partner shall not embed or otherwise integrate any version of an EDB Product other than the most current version provided by EDB from time to time, provided that, Partner will have thirty (30) days after EDB provides an updated version of the EDB Product to embed such updated version into the Application Package and to cease distributing or providing any version of the Application Package containing a superseded version of such Software; and
- The Partner Product(s) described on the Registration Form and with which the EDB Products are embedded must not be distributed under any other ISV Addendum.
Under this model, Partner may appoint Authorized Resellers to distribute, on a non-exclusive basis, the Application Package as provided under the terms of this Program Guide, the ISV Addendum and the Agreement. Authorized Resellers have no right to make separate copies of the EDB Products and shall obtain all EDB Products from Partner solely as part of the Application Package. Each Authorized Reseller must be subject to a binding agreement between Partner and the Authorized Reseller that (a) grants the rights for the Authorized Reseller to distribute the Application Package to End Users, (b) contains or incorporates provisions in respect of the Software which are equivalent to and no less restrictive than the terms in this Program Guide, the ISV Addendum and the Agreement, and (c) permits Partner to audit Authorized Reseller’s activities under such agreement and report such activities to EDB. In addition, the agreement with each Authorized Reseller shall require the Authorized Reseller to distribute the Application Package subject to terms that are consistent with and no less restrictive than the terms in this Program Guide, the ISV Addendum and the Agreement. Any distribution of the Application Package by Authorized Resellers must be subject to an End User Agreement between Partner and the End User as required under the Agreement. Partner agrees to conduct appropriate due diligence to ensure the compliance of Authorized Resellers with all laws applicable to ethical business practices, the guidance for which can be found in the “Compliance” section of the Agreement and in the EDB Partner Code of Conduct and Business Ethics at: https://www.enterprisedb.com/sites/default/files/EDB-Supplier-Code-of-Conduct.pdf
For each End User, Partner will place an Order for a quantity of licenses for the EDB Products in accordance with the pricing in the ISV Addendum and the Agreement. In connection with each Order, Partner will provide EDB with the name, place of incorporation, and principal address of each End User, and the date of Order acceptance. The identity of the End User for whom EDB Products are being used may not be changed unless expressly agreed to in writing by EDB in EDB’s sole discretion. Each Order must be tied to a specific End User.
- EDB Product Resale Full Use Model: Under this model, EDB grants Partner (including Participating Affiliates, if any) a nonexclusive, nontransferable right to (a) purchase one or more EDB Products (Software or Cloud Services) set forth on an applicable Registration Form, and (b) resell such EDB Products to End Users in support of the Application Package under the terms of EDB End User license agreement for the applicable EDB Product(s) at: https://www.enterprisedb.com/legal/EDB-Eula . For each resale, Partner will place an Order for a quantity of licenses for the EDB Products in accordance with the pricing in the ISV Addendum (or as otherwise quoted by EDB for such Order) and the Agreement. In connection with each Order, Partner will provide EDB with the name, place of incorporation, and principal address of the End User, and the date of Partner’s order acceptance. EDB will provide all Support Services directly to End Users for Software and Cloud Services resold under this model.
- EDB Product Internal Full Use Model: This is an internal use only model for EDB Products (Software or Cloud Services). Under this model, EDB grants Partner (including Participating Affiliates, if any) a nonexclusive, nontransferable right to (a) make a full and complete copy of any Software set forth on an applicable Registration Form, and (b) use the relevant Software or Cloud Services identified on the Registration Form internally for its own production purposes. The license to ISV Partner shall be the same as for an EDB customer (with ISV Partner as the customer) under the terms of EDB End User license agreement for the applicable EDB Product(s) at: https://www.enterprisedb.com/legal/EDB-Eula . EDB will provide Level 3 Support Services to Partner for Software and Level 1 - 3 Support Services to Partner for Cloud Services.
EDB Products, Pricing, Participating Affiliates and Territory for All Distribution Models: EDB Products, Pricing, Participating Affiliates and Territory shall be as set forth in the ISV Addendum.
Ordering, Reporting and Support for All Distribution Models: Ordering, Reporting and Support shall be as set forth in this Program Guide, the ISV Addendum and Agreement. For models requiring reporting, Partner shall provide reports with Orders for: (a) each End User company name and address, including the location and date of the End Users’ orders, (b) the applicable ISV Addendum, (c) the name of the registered Application Package; (d) the Application Package license metrics and quantity of End Users; and (e) the total fees payable to EDB for that reporting period. All reports and Orders are to be submitted to the following email address: ISV-partner-info@enterprisedb.com.
Technical Support of End Users:
Except under EDB Product Resale Full Use Model and/or the Application Specific Full Use Non-Standard Model, Partner is responsible for providing all technical support to End Users, and EDB will provide Level 3 Support Services to Partner for Software and Level 1 - 3 Support Services to Partner for Cloud Services. Upon request by Partner or an End User as to a particular Level 3 issue for either Software or Cloud Services, EDB may, in its sole discretion, provide Level 3 Support Services directly to the End User under mutually agreeable terms and conditions with such End User. EDB defines Levels for its Support Services as follows:
- “Level 1 Support” means (a) assistance with the execution of installation programs; (b)
performing licensing-related tasks to issue the correct number of licenses for an installation; assistance with the installation of the EDB database and other EDB Product-related tools; (c) necessary support to achieve EDB Product functionality as described in the applicable Documentation; and (d) general assistance as would be expected from a customary. - “Level 2 Support” means (a) determining if the reported problem applies to the supported EDB Product; (b) attempting to duplicate the reported behavior and obtaining source code or other application components developed by the distributor or the End User, if necessary; (c) attempting to provide a fix or a workaround to the problem; and (d) escalating the problem to the Level 3 Support Services team if unresolved. Problems at this level should be reproducible by a Support Engineer. Many solutions to such problems will be repeat solutions, possibly available in FAQ documents or a technical knowledge base.
- “Level 3 Partner Support” means support for advanced problems requiring EDB resources as further described in the Support terms at https://www.enterprisedb.com/level-3-partner-support-terms, as modified from time to time by EDB, with a greater degree of difficulty or complexity than those handled by Level 2 Support.
This Program Guide may be updated by EDB from time to time at its sole discretion. Revisions will be noted by e-mail notice to each ISV Partner as well as an updated “Last Revised” date to the Program Guide above. Program Guide updates shall be effective on a prospective basis only beginning thirty (30) days after the “Last Revised” date. Program Guide updates shall not affect existing ISV Addenda for their Subscription Term.