PostgreSQL, Inc. ANNUAL BRONZE SUPPORT
TERMS AND CONDITIONS

INTRODUCTION

These terms and conditions apply to the technical support service product from PostgreSQL, Inc. ("PgSQL"). Read these terms and conditions carefully. To purchase this support product, print off this form, fill it out, and send by mail to:

PostgreSQL, Inc.
ATTN: SALES 461 Main Street, Suite 3
Wolfville, Nova Scotia, Canada
B4P 1E3

After receipt, a representative will contact you with a customer identifier, and any other information required for contacting us.

YOUR SIGNATURE AND SUBMISSION OF THIS DOCUMENT IS AN ACCEPTANCE BY YOU OF THESE TERMS AND CONDITIONS.

ACTIVATION OF CERTIFICATE

PgSQL must receive this signed document, and payment, before you can obtain Support services from PgSQL. The date PgSQL receives the Payment is the Commencement Date.

SUPPORT AGREEMENT

PgSQL Client SUPPORT
This agreement ("Agreement") governs the rights, privileges and responsibilities of PostgreSQL, Inc. ("PgSQL") to provide Co.Name ("Client") with incident ("Incident") support services, and may be revised or replaced at the sole discretion of PgSQL subject to the terms of Notification under this Agreement.

PgSQL Client SUPPORT CERTIFICATE ('Certificate')
This Certificate entitles Client to obtain technical support ("Support") from PgSQL.
Support means answers to questions, guidance, and other assistance as determined by PgSQL. Support may include advice on configuration of hardware and networking services; database architecture, consulting services; and general computer system maintenance.
Client will be responsible for performing operations on Client's computer system, but may provide PgSQL direct access as deemed appropriate. PgSQL reserves the right to refuse to perform direct operations on Client's computer system.
Client agrees to provide to PgSQL all information reasonably requested by PgSQL to enable PgSQL to provide Support. Such information may include, but not be limited to, the type of hardware Client are using, a description of the problem for which Client seek Support, and additional software Client are using that falls outside the Subject Matter Scope of Coverage. Client understands and agrees that the completeness and accuracy of the information Client provides to PgSQL pursuant to this Section may affect PgSQL's ability to provide Support.

SUBJECT MATTER SCOPE OF COVERAGE
PgSQL will provide Support for the current release (8.0.2), for past releases since (7.0.0), and new releases of the official PostgreSQL object-relational database management system product during the Term of this Agreement. PgSQL will provide limited Support, where possible, for software that is not included as part of its official PgSQL database product.
Client understands and agrees that the PostgreSQL database may not function with certain operating systems and software. Such software is unsupported software. PgSQL shall have no obligation to provide Support for any system that is or that includes unsupported software. Supported operating systems and software are identified in the official releases of PgSQL.

AVAILABILITY OF COVERAGE
Client is entitled to seek Support 8:30am through 8:30pm Atlantic Standard time, Monday to Friday per week throughout the term of this Certificate.
24x7 After Hours Support is also included, but such support is calculated at a rate 2 times standard business hours.

WHO MAY SEEK SUPPORT
Client may designate up to three (3) people as authorized personnel ("Contact") of the Client entitled to contact PgSQL seeking Support under this Certificate. Client is responsible for all persons who seek Support pursuant to the Certificate. PgSQL shall have no responsibility for any unauthorized use of Support pursuant to the Certificate. Client may purchase the option for additional Contacts at a cost of US$200 per Contact per Quarter.

RESPONSE TIMES
PgSQL shall respond to requests for Support within 1 working day of the request.
A response to a request for Support may consist of receipt of and acknowledgement by PgSQL of Client's request for Support, and may not include answers to Client's request for Support. Client acknowledges and understands that no software is perfect or error free, and that despite its commercially reasonable efforts, PgSQL may be unable to provide answers to or resolve some or all requests for Support. PgSQL makes no promises, guarantees or assurances of any kind that it will be able to provide the Support Client seeks.

TERM AND TERMINATION
The term ("Term") of this Agreement is 3 months, commencing on the date of this Agreement, and may be terminated by either party on thirty days written notice in the event that the other party commit a material breach of this Agreement and fail to remedy that breach within 15 days of receipt of notice of material breach, or as otherwise provided in this Agreement. While in force, this Agreement will be automatically renewed annually for additional 12 month Terms subject to payment of the renewal invoice(s).

USAGE of HOURS
This Certificate entitles Client to seek Support for up to twenty-five (25) hours of support during each Term of this Agreement, regardless of whether all Hours were used or not used in each previous Terms.
Each Incident can be used for, but is not restricted to, such things as:

  • Data Recovery
  • Performance Tuning
  • System Configuration

PAYMENT
Payment of US$3,000 is due Prior to Activation of Contract. Annual payments Annual Payments receive a discount of 25%.
Any and all payments made by Client pursuant to this Agreement shall be non-refundable. There shall be no refunds or credits for any unused Hours, or other unused services upon the termination of this Agreement for any reason or at any other time. In the event that Client fails to make payment to PgSQL pursuant to this Agreement, PgSQL's obligations to provide Support shall be suspended until PgSQL receives full payment from Client for all fees, including late fees and interest, due to PgSQL.

NOTIFICATION
Any and all notices required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been effected by personal delivery, by bonded commercial courier, by facsimile or by mail, registered or certified, all shipping costs prepaid with return receipt requested. Notices delivered personally shall be deemed communicated as of the date of actual receipt; notices transmitted by facsimile shall be validly made upon receipt by the transmitting Party of confirmation of receipt of the facsimile by the receiving Party; notices mailed and couriered shall be deemed received as of three (3) business days after the date of mailing. Any notice to be given to PgSQL hereunder shall be addressed to PostgreSQL, Inc., 360 Main Street, Suite 21, Wolfville, NS, Canada, B4P 1C4, facsimile number +1.902.542.5386. Any notice to be given to CN_AKA shall be addressed to Co.Name, Street/Postal Address, City/Town, State/Prov/Region, Country, Postal Code, facsimile number Fax#. Either Party may change its notice address and/or facsimile number by giving the other Party notice of such new address in accordance with the requirements of this paragraph.

JURISDICTION AND DISPUTE RESOLUTION
This Agreement shall be interpreted in accordance with the laws applicable to agreements executed and wholly performed in the Province of Nova Scotia, Canada (the "Jurisdiction"). Any dispute or claim arising out of or in relation to the terms of this Agreement, in part or in whole, or any beach thereof shall be resolved by arbitration before a single arbitrator in accordance with the rules and procedures of the Jurisdiction's Commercial Arbitration Act. Such rules and procedures shall be considered to constitute a part of this Agreement by reference.
The parties agree to attempt to resolve all disputes arising out of or in connection with this Agreement or in respect of any defined legal relationship associated with it or from it, by mediated negotiation with the assistance of a neutral person selected by the parties or, failing agreement, appointed by the national organization for arbiters and mediators. If the dispute cannot be settled within 14 days after the mediator has been appointed or such other period agreed to in writing by the parties, the dispute will be referred to and finally resolved by arbitration in accordance with the Commercial Arbitration Act. Any hearing will be held in Wolfville, Nova Scotia, Canada.

Each Party acknowledges and agrees that in the event that the terms of this Agreement are breached by it, damages may be an inadequate remedy and specific performance may be appropriate remedies for the enforcement of this. Each Party acknowledges and agrees that in the event that the terms of this Agreement are breached by it, damages may be an inadequate remedy and specific performance may be appropriate remedies for the enforcement of this Agreement.

NO TRANSFER
Any re-use, transfer, assignment or distribution of the Certificate without the prior written permission of PgSQL is prohibited and shall render the Certificate null and void. Any attempt to transfer, assign or re-use the Certificate in violation of this section shall be a violation of this Agreement and shall immediately terminate this Agreement and all Client's rights under it.

NO WARRANTY
THE SUPPORT, OTHER SERVICES, INFORMATION, AND SOFTWARE PROVIDED TO YOU BY POSTGRESQL, INC. ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

LIMITATION ON LIABILITY
NEITHER YOU NOR POSTGRESQL, INC. SHALL BE IN BREACH OF THIS AGREEMENT DUE TO ANY FAILURE OF PERFORMANCE THAT ARISES OUT OF CAUSES BEYOND ITS REASONABLE CONTROL. POSTGRESQL, INC.'S LIABILITY TO YOU SHALL BE LIMITED TO DIRECT DAMAGES WHICH ARE PROVEN IN AN AMOUNT NOT TO EXCEED THE AMOUNT PAID BY YOU PURSUANT TO THIS AGREEMENT, OR $1,000, WHICHEVER IS LESS. POSTGRESQL, INC. SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR LOST DATA IN CONNECTION WITH THIS AGREEMENT, EVEN IF POSTGRESQL INC. HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. POSTGRESQL, INC. WILL NOT BE LIABLE TO YOU ON ACCOUNT OF ERRORS, OMISSIONS, DELAYS OR LOSSES UNLESS CAUSED BY ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

This Agreement constitutes the entire understanding of the parties with respect to this Client Support Certificate. This Agreement supersedes and terminates all prior representations, warranties and agreements, written or oral, regarding the subject matter of this Agreement.
Contract

The Client hereby wishes to purchase this support contract from PgSQL Inc. and accepts all terms and conditions stated above.