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 DBMS software, including any updates, supplements, documentation, and associated services made available by Awide Labs (collectively, the "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 use the Software solely for your internal business purposes.
• "Core" means a single physical or logical processing unit on a server or virtual machine on which the Software is installed or executed.
• "Documentation" means any technical and user documentation provided by Awide Labs in connection with the Software, available at docs.postgresql.awide.tech.
• "On-Premise License" means a license to install and run the Software on hardware or infrastructure owned or controlled by the Licensee.
• "SaaS License" means a subscription-based license to access and use the Software hosted and operated by Awide Labs on a cloud infrastructure.
• "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 to use the Software, as specified in the applicable Order Form or Subscription Agreement.
• "Trial License" means a time-limited, non-commercial license to evaluate 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, as further described in Section 10.

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 use the Software on your own hardware or private cloud infrastructure, solely for your internal business operations, up to the Core limit specified in your Order Form (not to exceed 96 Cores per installation unless expressly agreed 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 Software through Awide Labs's hosted environment during the Subscription Term, solely for your internal business operations 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 Software 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.

3.4 Core Limit

Each On-Premise license is limited to the number of Cores specified in your Order Form, up to a maximum of 96 Cores per licensed instance. Use of the Software on hardware exceeding the licensed Core count requires a separate written authorization from Awide Labs. Exceeding the licensed Core limit is a material breach of this Agreement.

4. LICENSE RESTRICTIONS

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

• Copy, modify, translate, adapt, or create derivative works of the Software, except as expressly permitted by applicable law or this Agreement;
• Reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the Software or any part thereof;
• Sublicense, sell, resell, transfer, assign, redistribute, or otherwise commercially exploit or make available to any third party the Software or any right to use the Software;
• Use the Software to provide services to third parties, including but not limited to managed services, software-as-a-service offerings, or time-sharing arrangements, 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 in violation of any applicable laws, regulations, or third-party rights;
• Exceed the licensed Core limit set forth in Section 3.4;
• Use the Software for benchmarking or competitive analysis purposes without Awide Labs's prior written consent;
• Access the Software for the purpose of 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, including all copies thereof and all modifications, enhancements, updates, and derivative works, and 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 or to the Software, but only a limited right of use as expressly set forth herein.

"Awide Labs," "Awide PostgreSQL," 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 any suggestions, ideas, enhancement requests, recommendations, or other feedback relating to 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. CONFIDENTIALITY

You acknowledge that the Software contains trade secrets and proprietary information of Awide Labs. You agree to maintain the confidentiality of the Software using at least the same degree of care you use to protect your own confidential information, but in no event less than reasonable care. You shall not disclose any non-public features, functionality, or performance results of the Software to any third party without Awide Labs's prior written consent.

8. DATA AND PRIVACY

Awide Labs's collection and use of personal data in connection with the Software is governed by our Privacy Policy. For the On-Premise License, the Software operates on your own infrastructure and Awide Labs does not have access to your data unless you expressly share it with us for support purposes. For the SaaS License, data processing is governed by a separate Data Processing Addendum ("DPA"), which is incorporated into this Agreement upon execution.

9. FEES AND PAYMENT

License fees, payment terms, invoicing schedules, and auto-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 reserves the right to suspend access to the SaaS Software upon your 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 the terms of an open-source license applicable to an Open Source Component, the open-source license shall govern solely with respect to that component.

11. UPDATES AND SUPPORT

During the active Subscription Term, Awide Labs may, at its discretion, provide you with updates, patches, or bug fixes for the Software. Installation of updates may be required to maintain eligibility for support. Support services, if any, are governed by a separate Support Agreement. Awide Labs does not warrant that any particular update or fix will be made available.

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.

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, 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) your data or content processed 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 of this Agreement, all licenses granted hereunder immediately cease, and you must promptly uninstall and destroy all copies of the Software in your possession. Sections 5, 7, 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. If you are located in the European Union, you may also benefit from any mandatory consumer or user protection provisions of the law of your country of residence.

For users in the European Union: Nothing in this Agreement affects your rights as a consumer under applicable mandatory EU law, including but not limited to Directive 2019/770/EU on digital content and digital services.

17. COMPLIANCE WITH LAWS; EXPORT

You are solely responsible for ensuring that your use of the Software complies with all applicable laws and regulations in your jurisdiction. 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, and the documents incorporated by reference herein, constitutes the entire agreement between the parties with respect to the Software and supersedes all prior and contemporaneous agreements, understandings, negotiations, or representations relating to its subject matter.

Amendments. Awide Labs may update this Agreement from time to time. For SaaS subscribers, the revised Agreement will become effective upon the earlier of (i) your continued use of the Software after the effective date of the updated Agreement, or (ii) your express acceptance. For On-Premise licenses, updates apply at the next renewal. Material changes will be communicated via email or notice within the Software.

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

Waiver. Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that provision.

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 all or substantially all of its assets.

Force Majeure. Neither party shall be liable for any delay or failure in performance 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