End User License Agreement

1. INTRODUCTION AND ACCEPTANCE

This End User License Agreement ("Agreement" or "EULA") is a binding legal agreement between you, either as an individual or as an authorized representative of your organization ("Licensee," "you," or "your"), and Awide Labs Ltd., a company incorporated under the laws of Israel, with registered offices at Tel Aviv, Israel ("Awide Labs," "we," "us," or "our"), governing your use of the Awide PostgreSQL Operations Intelligence Suite software platform, including all its modules (full-stack observability, AI-assisted query optimization, zero-downtime tooling), updates, supplements, documentation, and associated services (collectively, the "Suite" or "Software").

BY INSTALLING, DOWNLOADING, ACCESSING, OR OTHERWISE USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT INSTALL, ACCESS, OR USE THE SOFTWARE. IF YOU ARE ACCEPTING ON BEHALF OF AN ORGANIZATION, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ORGANIZATION TO THIS AGREEMENT.

This Agreement is supplemented by, and should be read in conjunction with, Awide Labs's Terms & Conditions, Privacy Policy, and Cookie Policy, each of which is incorporated herein by reference.

2. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below:

• "Authorized Users" means your employees, contractors, and agents who are authorized by you to access the Software solely for your internal business purposes.
• "Core" means a single physical or logical processing unit on a monitored or managed database host connected to the Suite.
• "Documentation" means technical and user documentation provided by Awide Labs, available at docs.pgsuite.awide.tech.
• "Managed Database Instance" means any PostgreSQL database instance monitored, managed, or analyzed by the Suite under your license.
• "On-Premise License" means a license to deploy the Suite on hardware or infrastructure owned or controlled by the Licensee.
• "SaaS License" means a subscription-based license to access and use the Suite hosted and operated by Awide Labs in a cloud environment.
• "Subscription Agreement" means a written or electronic agreement between you and Awide Labs governing the terms of your subscription to the Software, including pricing, scope, and duration.
• "Subscription Term" means the period for which you have purchased or been granted a license, as specified in your Order Form or Subscription Agreement.
• "Trial License" means a time-limited, non-commercial license to evaluate the On-Premise version of the Software free of charge.
• "Open Source Components" means third-party software components distributed under open-source licenses and incorporated into or distributed with the Software.

3. LICENSE GRANT

3.1 On-Premise License

Subject to your compliance with this Agreement and payment of all applicable fees, Awide Labs grants you a limited, non-exclusive, non-transferable, non-sublicensable license to install and operate the Suite on your own infrastructure, solely for your internal business operations. Your license is limited to the number of Managed Database Instance Cores specified in your Order Form, not exceeding 96 Cores in aggregate per licensed deployment, unless expressly agreed otherwise in a separate written agreement with Awide Labs.

3.2 SaaS License

Subject to your compliance with this Agreement and payment of all applicable fees, Awide Labs grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Suite through Awide Labs's hosted environment during the Subscription Term, solely for your internal business purposes and subject to the usage parameters specified in your Order Form or Subscription Agreement.

3.3 Trial License

Awide Labs may, at its sole discretion, grant you a Trial License to evaluate the On-Premise version of the Suite for a period of up to ninety (90) calendar days from the date of first installation (the "Trial Period"). The Trial License is granted free of charge, solely for non-production, internal evaluation purposes. Upon expiration of the Trial Period, you must either (i) purchase a valid Subscription, or (ii) immediately uninstall and destroy all copies of the Software. Awide Labs reserves the right to terminate or modify a Trial License at any time without prior notice. Trial use data may be subject to certain limitations in functionality.

3.4 Core Limit

Each license is scoped to the aggregate number of Cores across all Managed Database Instances connected to the Suite, as specified in your Order Form, up to a maximum of 96 Cores per licensed deployment. Exceeding the licensed Core count is a material breach of this Agreement and may require purchase of an additional license tier.

4. LICENSE RESTRICTIONS

You shall not, and shall not permit any third party to:

• Copy, modify, adapt, translate, or create derivative works of the Software, except as expressly permitted by applicable law;
• Reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the Software;
• Sublicense, sell, resell, transfer, assign, redistribute, or otherwise commercially exploit the Software or any right to use it;
• Use the Software to offer a managed service, software-as-a-service product, or time-sharing service to third parties without Awide Labs's prior written consent;
• Remove, alter, or obscure any proprietary notices, labels, or marks on the Software or Documentation;
• Use the Software to monitor or manage database infrastructure on behalf of a third party in exchange for compensation, without a separate written agreement with Awide Labs;
• Use the Software in violation of any applicable laws or regulations;
• Exceed the licensed Core limit set forth in Section 3.4;
• Use the Software for benchmarking or competitive analysis purposes without prior written consent;
• Access the Software to build or assist in building a competing product or service;
• Correct errors in the Software without Awide Labs's prior written consent.

5. OWNERSHIP AND INTELLECTUAL PROPERTY

The Software, all its modules, interfaces, algorithms, and documentation, including all copies, modifications, enhancements, and derivative works, together with all intellectual property rights therein, are and shall remain the exclusive property of Awide Labs and its licensors. This Agreement does not convey to you any ownership interest in the Software, but only the limited right of use expressly granted herein.

"Awide Labs," "Awide PostgreSQL Operations Intelligence Suite," "Awide PG Suite," and any other product names, logos, or trademarks associated with Awide Labs are trademarks or registered trademarks of Awide Labs Ltd. Nothing in this Agreement grants you any right to use such marks.

6. FEEDBACK

If you provide Awide Labs with suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Software ("Feedback"), you hereby grant Awide Labs a perpetual, irrevocable, royalty-free, worldwide license to use, incorporate, and otherwise exploit such Feedback in any manner without restriction or obligation to you.

7. DATA PROCESSING AND PRIVACY

The Suite is designed to connect to and analyze your PostgreSQL database instances, collecting operational metrics, query telemetry, performance logs, and configuration data (collectively, "Operational Data"). You remain the owner of all Operational Data. For On-Premise deployments, Operational Data does not leave your infrastructure unless you explicitly share it with Awide Labs for support purposes.

For SaaS deployments, Operational Data is transmitted to Awide Labs's cloud infrastructure and processed in accordance with a Data Processing Addendum ("DPA"), which is incorporated into this Agreement upon execution and governs Awide Labs's role as a data processor under applicable data protection law, including the EU General Data Protection Regulation ("GDPR").

Awide Labs's collection and use of personal data relating to Authorized Users is further governed by our Privacy Policy.

8. CONFIDENTIALITY

Each party acknowledges that it may receive confidential information of the other party in connection with this Agreement. Each party agrees to protect such confidential information with at least the same degree of care it uses for its own confidential information, but no less than reasonable care, and not to disclose it to any third party without prior written consent except as required by law. The Software and its non-public features, performance characteristics, and technical specifications are the confidential information of Awide Labs.

9. FEES AND PAYMENT

License and subscription fees, payment terms, invoicing schedules, and renewal provisions are set forth in the applicable Order Form or Subscription Agreement. All fees are non-refundable except as expressly stated therein. Awide Labs may suspend SaaS access upon failure to pay undisputed amounts within thirty (30) days of the due date.

10. OPEN SOURCE COMPONENTS

The Software may incorporate Open Source Components licensed under various open-source licenses. A list of Open Source Components and their respective licenses is provided in the Documentation. Awide Labs does not own and makes no warranties for any incorporated Open Source Components.

Nothing in this Agreement limits your rights under, or grants you rights that supersede, the terms of any applicable open-source license. In the event of a conflict between this Agreement and an open-source license applicable to a specific component, the open-source license governs solely with respect to that component.

11. UPDATES AND SUPPORT

During the active Subscription Term, Awide Labs may provide updates, patches, or new module releases for the Suite. Support services, if any, are governed by a separate Support Agreement. Awide Labs does not warrant the availability of any specific update, feature, or support response time unless separately agreed in writing.

12. DISCLAIMER OF WARRANTIES

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AWIDE LABS EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. AWIDE LABS DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, SECURE, OR FREE FROM DEFECTS, OR THAT AI-ASSISTED RECOMMENDATIONS WILL BE ACCURATE OR SUITABLE FOR YOUR SPECIFIC DATABASE ENVIRONMENT.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS, SO THE ABOVE EXCLUSIONS MAY NOT FULLY APPLY TO YOU.

13. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AWIDE LABS, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, DATABASE INTEGRITY, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

AWIDE LABS'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU TO AWIDE LABS FOR THE SOFTWARE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE). NOTHING IN THIS AGREEMENT EXCLUDES LIABILITY FOR FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, OR FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED BY LAW.

14. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Awide Labs and its affiliates, officers, directors, employees, and licensors from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) your use of the Software in violation of this Agreement; (ii) your violation of any applicable law or third-party rights; or (iii) Operational Data or other content you process through the Software.

15. TERM AND TERMINATION

This Agreement commences on the date you first accept it or install/access the Software and continues for the duration of the applicable Subscription Term, unless earlier terminated. Either party may terminate this Agreement for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice thereof.

Awide Labs may terminate a Trial License at any time without prior notice. Upon termination or expiration, all licenses immediately cease and you must promptly uninstall and destroy all copies of the Software. Sections 5, 8, 12, 13, 14, 16, and 17 shall survive termination.

16. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of Israel, without regard to its conflict-of-law principles. The parties agree to submit to the exclusive jurisdiction of the competent courts located in Tel Aviv, Israel for the resolution of any disputes arising out of or relating to this Agreement.

Notwithstanding the foregoing, Awide Labs retains the right to seek injunctive or other equitable relief in any jurisdiction to protect its intellectual property rights. For users in the European Union, mandatory consumer or user protection provisions of the law of your country of residence apply to the extent they cannot be contractually excluded. Nothing in this Agreement affects your rights under Directive 2019/770/EU on digital content and digital services.

17. COMPLIANCE WITH LAWS

You are solely responsible for ensuring that your use of the Software complies with all applicable laws and regulations in your jurisdiction, including data protection laws (such as GDPR), database security standards, and industry-specific regulations. You agree not to use, export, re-export, or transfer the Software in violation of any applicable export control laws and regulations, including without limitation those of the United States, the European Union, and Israel.

18. GENERAL PROVISIONS

Entire Agreement. This Agreement, together with any applicable Order Form, Subscription Agreement, DPA, and documents incorporated by reference, constitutes the entire agreement between the parties with respect to the Suite and supersedes all prior agreements and understandings.

Amendments. Awide Labs may update this Agreement from time to time. For SaaS subscribers, updates become effective upon continued use of the Software after the effective date. For On-Premise licenses, updates apply at renewal. Material changes will be communicated via email or in-product notice.

Severability. If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Waiver. Failure to enforce any provision shall not constitute a waiver of future enforcement.

Assignment. You may not assign or transfer this Agreement or any rights hereunder without Awide Labs's prior written consent. Awide Labs may assign this Agreement in connection with a merger, acquisition, or sale of substantially all its assets.

Force Majeure. Neither party shall be liable for delays caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, or government actions.

19. CONTACT

For questions about this Agreement or to report any violations, please contact Awide Labs at:

Awide Labs Ltd.
Tel Aviv, Israel
Email: info@awide.tech