GENERAL TERMS AND CONDITIONS RELATING TO INTERACTION WITH ENTERPRISEDB
NOTE: IF YOU ARE A CUSTOMER THAT HAS AN EXISTING MUTUALLY EXECUTED AGREEMENT IN PLACE WITH ENTERPRISEDB OR AN AUTHORIZED ENTERPRISEDB PARTNER, THE TERMS HEREIN WILL NOT BE APPLICABLE, BUT RATHER THE TERMS AND CONDITIONS OF SUCH MUTUALLY EXECUTED AGREEMENT WILL BE APPLICABLE. IF YOU DO NOT HAVE SUCH AN AGREEMENT, PLEASE CONTINUE TO READ THIS SECTION.
The terms and conditions relating to use of EnterpriseDB software (“Software”) are located here (“Software Agreement”). The agreement applicable is determined by the transaction that you will be participating in with EnterpriseDB (e.g., whether you are evaluating the Software (Limited License) or purchasing a Subscription to the Software, Services or Training (Subscription, Support and Services Agreement)). Certain terms and conditions contained in the Subscription, Support and Services Agreement may not be applicable based who you purchase your Subscription from (i.e., EnterpriseDB or and EnterpriseDB partner). See below for an explanation:
|How you procured the Software||Software Agreement terms and conditions that ARE applicable||Software Agreement terms that are NOT applicable|
|Directly from EnterpriseDB by paying a fee for a Subscription||Subscription, Support and Services Agreement||NVT|
|Directly from EnterpriseDB for evaluation purposes||Limited Use License||NVT|
|From an authorized EnterpriseDB partner as a subscription||Subscription, Support and Services Agreement||
|From an authorized EnterpriseDB partner for evaluation purposes||Limited Use License||NVT|
Note that EnterpriseDB may provide beta software through its website (“Beta Software”). To the extent that you are downloading beta software, please note that that the following terms and conditions apply to such software and its use:
1. You have a non-exclusive and non-transferable right to use the Beta Software in a non-production environment.
2. You may not modify, decompile, disassemble, decrypt, extract, or otherwise reverse engineer the Beta Software, or create derivative works based upon all or part of the Beta Software. You may not transfer, lease, assign, make available for timesharing, or sublicense, in whole or in part, the Beta Software.
3. You expressly acknowledge that the Beta Software may have defects or deficiencies which cannot or may not be corrected by EnterpriseDB. The Beta Software is provided “AS IS” without any warranty of any kind. EnterpriseDB DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT. EnterpriseDB takes no responsibility for the effects on your software, hardware, network or related equipment of the installation or operation of the Beta Software.
4. You will install and use the Beta Software in accordance with the instructions and specifications provided by EnterpriseDB. You agree to cooperate and consult with EnterpriseDB in your evaluation of the Beta Software, including your evaluation of its features, performance, functionality and use-ability. You hereby assign and will assign to EnterpriseDB all rights and title in the suggestions relating to the evaluation and the subject matter of the evaluations, and all patents, copyrights, trade secrets and other intellectual property rights in or relating to the evaluations and the subject matter of the evaluations.
5. You agree that you will not (a) disclose any confidential or proprietary information of EnterpriseDB and its licensors, including the the Beta Software or any information relating to the Beta Software including without limitation any ideas, techniques and concepts contained in or relating to the Beta Software, or any of the evaluations, to any third party without the prior written consent of EnterpriseDB, (b) copy the Beta Software or any portion thereof, or (c) use the Beta Software for any purpose except for the evaluation purpose.
6. ENTERPRISEDB AND YOU AGREE THAT ENTERPRISEDB WOULD NOT PROVIDE THE BETA SOFTWARE WITHOUT INCLUSION OF THIS SECTION. IN NO EVENT WILL ENTERPRISEDB OR ITS LICENSORS BE LIABLE FOR ANY DAMAGES INCLUDING WITHOUT LIMITATION ANY LOST REVENUE, PROFIT, DATA, OR OTHER SOFTWARE OR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY (INCLUDING NEGLIGENCE) ARISING OUT OF THE USE OR INABILITY TO USE THE BETA OFTWARE, EVEN IF ENTERPRISEDB KNOWS OR HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. You acknowledge that: (a) other than ENTERPRISEDB and you, no party has obligations under this Agreement; (b) during and after the term of this Agreement, you may not seek any remedy for any obligations or breaches under this Agreement from any party other than EnterpriseDB; and (c) you may not sue or seek any remedy on any cause of action relating to any Beta Software or the rights in any Beta Software from any party other than EnterpriseDB.
7. The Beta Software evaluation and use shall cease upon notice from EnterpriseDB or at any time by You
8. The Beta Software, including technical data, is subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. You agree to comply strictly with all those regulations and acknowledge your responsibility to obtain all necessary and appropriate licenses to export, re-export or import the Beta Software.
The Portal and Tools are considered EnterpriseDB Content. You may install and/or use the Content solely for the purpose of analyzing your Oracle database schemas for potential compatibility to EDB Postgres Enterprise Edition. Neither you nor anyone else using your access and use rights hereunder may distribute the Portal or Tools or use it to migrate database schemas without EnterpriseDB’s explicit written permission.
Restrictions. Neither you nor anyone using your access and use rights hereunder will use the Portal or Tools in any manner or for any purpose other than as expressly permitted by this Agreement. Neither you nor anyone using your access and use rights will, or will attempt to (a) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any Content, (b) reverse engineer, disassemble, or decompile the Portal and/or Tools or apply any other process or procedure to derive the source code of any software included in the Portal and Tools (except to the extent applicable law doesn’t allow this restriction), (c) or transfer, resell or sublicense the Portal or Tools.
Suggestions. If you provide any suggestions to us or our affiliates, we and our affiliates will be entitled to use the suggestions without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the suggestions and agree to provide us any assistance we require to document, perfect, and maintain our rights in the suggestions.
The Portal and Tools collect non-personally identifiable metrics regarding your use of the Portal and Tools, including the types of database engines used, number of rows processed, duration of the migration or conversion tasks, and migration or conversion task failure status. These metrics may be used to provide, maintain, and improve the quality and feature set of the Portal and Tools.
With respect to your database schema information that you enter into the Portal and/or Tools, you authorize and approve EnterpriseDB to: (i) use the Schema information to analyze and provide a compatibility analysis to you; (ii) retain copies of such schema information; (iii) retain all associated schema compatibility data generated through the Portal and/or Tools ((i), (ii) and (iii) collectively referred to as “Your Data”). Your Data will be held as confidential information and will not be disclosed by EnterpriseDB other than (i) to perform the compatibility analysis and (ii) in an anonymized fashion so as to improve upon the Portal, Tools and EnterpriseDB products and services.
THE PORTAL, TOOLS AND RESULTING WORK PRODUCT ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, WE AND OUR AFFILIATES AND LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE PORTAL, TOOLS AND RESULTING WORK PRODUCT, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE PORTAL, TOOLS AND RESULTING WORK PRODUCT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT THE PORTAL AND TOOLS ARE SECURE FROM OUTSIDE HACKING.
The terms, conditions and limitations set forth here shall govern your access and use of EDB Postgres Cloud Data Services.
EnterpriseDB grants you access to the training materials (“Training Materials”) accessed through the Properties and the right to use for your own personal review. You are not allowed to or allow anyone else to: (a) copy or use the Training Materials in any manner except as expressly permitted above; (b) copy, allow access, transfer, sell, rent, lease, distribute, or sublicense the Training Material in any way; (c) allow access or permit use of the Training Materials by any third party; (d) modify or create derivative works based upon the Training Materials; or (e) alter or remove any proprietary notices in the Training Materials.
EnterpriseDB and its licensors retain all right, title and interest in and to the Training Materials, and all modifications and enhancements thereto, including all intellectual property rights that are not expressly granted above.
The Training Materials are provided “AS IS” with no warranties or conditions of any kind or nature.
Updated: January 23, 2019