Terms of Service

Effective Date: March 5, 2025

These Terms of Service (or "Agreement") constitute a legally binding agreement between you (“you” or “Subscriber”) and Duboce Labs, Inc., a Delaware Corporation (d/b/a "pganalyze", “we”, "us" or "our") governing your use and access to pganalyze.com (THE “Site”) and the Services made available to you through the Site.

By (i) signing up for Services, (ii) accessing or using any part of the Site or Services, or (iii) initiating any transaction on the Site, you agree to be bound by these Terms of Service.

SECTION 15(b) OF THESE TERMS OF SERVICE REQUIRE THE PARTIES TO SUBMIT CERTAIN CLAIMS ARISING UNDER THIS AGREEMENT TO BINDING ARBITRATION ON AN INDIVIDUAL BASIS – WHICH INCLUDES A WAIVER OF A RIGHT TO A JURY TRIAL OR A RIGHT TO FILE A CLASS ACTION. Subscriber may OPT-OUT of the binding arbitration provisions within thirty (30) days of accepting these Terms of Service by sending an email to legal@pganalyze.com. All other terms shall remain effective and binding on the parties.

1. Data. The term "Data" shall mean any and all text, data, software, graphics, information, images, or other materials submitted, uploaded, imported, communicated or exchanged to facilitate the provision of Services under this Agreement.
2. Quote. The term "Quote" means a document signed by an authorized representative of each party identifying the Services to be made available, the fees to be paid and other relevant customized terms and conditions.
3. Services. The term “Services" refers collectively to pganalyze's PostgreSQL Performance Monitoring services, provided to the Subscriber through Cloud or Enterprise deployment method as set forth in the applicable Quote or Subscription Plan.
4. Software. The term “Software” refers to pganalyze's proprietary software which integrates with Subscriber's database to provide its PostgreSQL Performance Monitoring Services through the Enterprise Server deployment method.
5. Subscription Fees. The term “Subscription Fees" means the fees associated with the Services pursuant to the applicable Quote or selected Subscription Plan.
6. Subscription Plan. The term “Subscription Plan” refers to the Services subscription as specified in the applicable Quote or as selected and purchased by Subscriber on the Site.

3. Services.

1. For Cloud Services, downloading the agent will enable Subscriber to send PostgreSQL performance information to pganalyze. When transferring your data, we analyze the data and update the visualizations accordingly. We store the full snapshots that are sent to us. You can enable a special privacy mode in the collector to avoid sending sample queries to our service. We will never access your database directly or automatically update any of the collector scripts without your explicit consent.
2. In the event that Subscriber, when downloading the agent and commencing use of the Services, transfers statistical data that exceeds pganalyze’s capacity, pganalyze may need to disable or suspend the Services to address the data capacity issue. pganalyze will provide notice to Subscriber of the data capacity issue and prorate the applicable Subscription Fees for each day the Services are disabled.

5. Intellectual Property; Licenses; Reservation of Rights.

1. Open Source License. pganalyze utilizes third party software to download and install its Software on Subscriber’s server. Subscriber’s use of the Services is subject to the terms and conditions of such Open Source Licenses. A full list of the licenses can be requested by emailing pganalyze at legal@pganalyze.com.
2. End User License Agreement. pganalyze hereby grants Subscriber a limited, non-exclusive, non-sublicensable, non-transferable, non-assignable license (i) for Enterprise Server Services, to download, install, backup and utilize the Software; or (ii) for Cloud Services, to access and utilize the Services, only for Licensee’s internal use in connection with its ordinary business operations during the Subscription Term. This EULA grants Subscriber the right to download the Software only for the number of databases specified in the applicable Quote or Subscription Plan. pganalyze may from time to time issue upgraded versions of the Software, and may automatically electronically upgrade the version that you are using on your database. You consent to such automatic upgrading and agree that these Terms of Service will apply to all such upgrades. Subscriber acknowledges that it is obtaining only a limited end user license to the applicable Software and/or Services and that irrespective of any use of the words “purchase”, “sale” or like terms hereunder no ownership rights are being conveyed to Subscriber under this Agreement or otherwise.
3. Subscriber Data License. Subscriber hereby grants to pganalyze a non-exclusive, royalty-free, worldwide right and license to collect, process, store, host, copy, transmit, display, modify, and create derivative works of any and all Subscriber Data, in all media now known or hereinafter created, for purposes of providing the Services during the Subscription Term.
4. Promotional License. Subscriber grants to pganalyze a license to use Subscriber’s name, logo and/or relevant trademarks (“Properties”) to market and promote the Services. This includes the worldwide right to copy, translate, broadcast, transmit, distribute, exhibit, perform, publish and display the Properties as incorporated into pganalyze’s marketing and promotional materials. pganalyze is granted no other rights to the Properties and acknowledges that it shall not gain any proprietary interest in the Properties. pganalyze shall be the exclusive owner of all right, title, and interest, including copyrights, in pganalyze’s marketing and promotional materials. Subscriber may terminate pganalyze’s license to use the Properties upon thirty (30) days prior written notice (email notice sufficient) to legal@pganalyze.com.
5. Feedack. pganalyze considers any suggestions, ideas, proposals or other material submitted by users, whether solicited or unsolicited, (collectively, the "Feedback") to be non-confidential and non-proprietary. pganalyze will not be liable for the disclosure, use or exploitation of such Feedback. Subscriber hereby grants to pganalyze a worldwide, non-exclusive, perpetual, irrevocable, royalty-free and transferable right and license to incorporate, use, publish and exploit such Feedback for any purpose whatsoever, commercial or otherwise, without compensation or accounting.
6. Reservation of Rights. Except for the limited license rights expressly provided herein, pganalyze has and will retain all rights, title and interest and to the intellectual property rights associated with the Site, Services and all copies, modifications and derivative works thereof. Any and all rights not expressly granted herein by pganalyze are reserved by pganalyze.

1. Payment. Except as otherwise set forth in an applicable Quote, Subscriber shall provide pganalyze with debit or credit card information prior to placing an order. Subscriber hereby authorizes pganalyze to automatically charge Subscriber’s debit or credit card on file in the Subscriber’s account for any and all fees associated with the selected Subscription Plan, including utilization overages. This authorization shall remain in effect for the duration of the Subscription Term, including any renewal periods, until such time as the Subscriber provides pganalyze with written notice of cancellation of this authorization.
2. Utilization Overages. If Subscriber exceeds the number of allotted databases set forth in the Subscription Plan, Subscriber shall be responsible for payment of overage fees per database server per month set forth in the Subscription Plan. Such overage fees shall be invoiced in the next billing cycle pursuant to the terms of these Terms of Service.
3. No Refunds. Fees will not be prorated upon cancellation and/or termination and all fees paid through the date of termination are nonrefundable.
4. Subscription Term. The term of the subscription will commence on the date the subscription is selected through the Subscription Plan, or as specified in the applicable Quote, and shall continue for the applicable periodic subscription term (“Subscription Term”), and any renewal thereof, until terminated pursuant these Terms of Service.

1. Notice of Cancellation Required. You agree that we may automatically renew your subscription and charge your account on the last day of your Subscription Term (the “Renewal Date”), unless you cancel your subscription before the Renewal Date. pganalyze WILL AUTOMATICALLY RENEW YOUR SUBSCRIPTION ON THE RENEWAL DATE UNTIL YOU CANCEL YOUR SUBSCRIPTION OR PGANALYZE NO LONGER OFFERS THE SERVICES.
2. Payment And Price.The renewal payment is due on the Renewal Date and will automatically be charged to the debit or credit card on file with Subscriber’s account or invoiced pursuant to the terms of the applicable Quote. THE RENEWAL PRICE WILL BE THE CURRENT RATE THEN IN EFFECT AT THE TIME OF RENEWAL. YOU WILL RECEIVE A NOTICE PRIOR TO RENEWAL OF ANY CHANGES IN SUBSCRIPTION PRICE OR THESE TERMS OF SERVICE.
3. How To Cancel Automatic Renewal. IF YOU DO NOT WANT TO RENEW, YOU MUST CANCEL YOUR SUBSCRIPTION BY EMAILING PGANALYZE AT support@pganalyze.com OR CANCELLING THROUGH YOUR ACCOUNT.

1. Automatic Termination. This Agreement shall automatically terminate upon the bankruptcy or insolvency of either party.
2. Breach. Either party may terminate this Agreement if the other party breaches any material provisions of this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice of such breach. Notwithstanding the foregoing, pganalyze may immediately terminate this Agreement if Subscriber breaches any of the terms of Sections 4 and/or 13.
3. Effect of Termination. Upon termination, Subscriber must (a) delete the Software and all copies thereof from all systems on which the Software is installed, and (b) provide written notice of Subscriber’s compliance with this Section within ten (10) days of termination.
4. Survival. The following Sections survive termination of these Terms of Service: Binding Arbitration, Idea Submission License, Content License, Subscriber Promotional License, Confidentiality & Non-Disclosure, Disclaimer of Warranties, Indemnification, Limitation of Liability, Release and Choice of Law.

1. Non-Disclosure Obligation. pganalyze shall not to disclose any Confidential Information to any third party for any reason without your prior written consent. pganalyze will not disclose any Confidential Information to any person or entity other than its employees or agents who have a need to know about such information in order to provide the Services. You understand and agree that pganalyze’s employees shall be able to access Confidential Information to enable the delivery of the Services in accordance with these Terms of Service.
2. Required Disclosure. In the event pganalyze is requested or required by legal process to disclose any of the Confidential Information, pganalyze shall provide Subscriber with prompt notice so that Subscriber may seek a protective order or other appropriate relief prior to any such disclosure. In the event that such protective order is not obtained, pganalyze shall disclose only that portion of the Confidential Information that its legal counsel advises that it is legally required to disclose, and shall work with Subscriber to minimize the extent and effect.
3. Safeguarding Confidential Information. pganalyze agrees to protect the security of Confidential Information according to all applicable laws and regulations, by commercially-acceptable standards, and no less rigorously than it protects its own confidential information, but in no case less than reasonable care.
4. Removal of Subscriber Data. Upon termination of Subscriber’s account, pganalyze shall permanently delete all Subscriber Data from its servers. In addition, Subscriber may, at any time, delete Subscriber Data through the account settings.

1. Violate any law, statute, ordinance or regulation;
2. Infringe upon any patent, copyright, trademark, trade secret, right of publicity or other third party rights;
3. Attempt to use another user’s account, impersonate another person or entity, misrepresent your affiliation with a person or entity, or create or use a false identity;
4. Distribute or transmit any code, virus or any other technologies, whether now known or yet to be developed, that may harm the Site, Services, or its users;
5. Modify, adapt or hack the Site or modify another site or mobile application so as to falsely imply that it is associated with the Site;
6. Distribute or post spam, unsolicited or bulk electronic communications to Site users;
7. Use any robot, spider, scraper or other automated means to access the Site for prohibited or illegal purposes;
8. Take any action that imposes, or may impose, an unreasonable or disproportionately large load on the Site ’s infrastructure;
9. Interfere or attempt to interfere with the proper working of the Site or Services;
10. Bypass the Site ’s robot exclusion headers or other measures we may use to prevent or restrict access to the Site.

15. Mediation & Binding Arbitration.

1. Mediation. As to any claim or controversy with pganalyze arising out of or relating to the Site, Services and/or these Terms of Service (including its formation, interpretation, performance and breach), the parties agree to endeavor first to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration. The form for initiating a request to mediate can be accessed at: American Arbitration AssociationIf settlement is not reached within sixty (60) days after service of a written demand for mediation, any unresolved claim or controversy shall be resolved through binding arbitration pursuant to these Terms of Service.

2. Binding Arbitration. EXCEPT AS OTHERWISE STATED HEREIN, any claim or controversy with pganalyze arising out of or relating to the Site, Services and/or these Terms of Service (including its formation, interpretation, performance and breach) shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, excluding any rules or procedures governing or permitting class actions. Any judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The Federal Arbitration Act shall govern the interpretation and enforcement of these Terms of Service.

   ANY ARBITRATION UNDER THIS AGREEMENT WILL BE ON AN INDIVIDUAL BASIS ONLY. THE PARTIES EXPRESSLY WAIVE THEIR RIGHT TO FILE OR JOIN A CLASS ACTION OR PRIVATE ATTORNEY GENERAL ACTION, OR TO CONSOLIDATE THEIR ARBITRATION WITH OTHER ARBITRATIONS. YOU ARE WAIVING YOUR RIGHTS TO HAVE YOUR CASE DECIDED BY A JUDGE OR JURY. IF ANY PROVISION OF THIS ARBITRATION AGREEMENT IS FOUND UNENFORCEABLE, THE UNENFORCEABLE PROVISION SHALL BE SEVERED AND THE REMAINING PROVISIONS SHALL REMAIN ENFORCEABLE.

   The AAA’s rules, as well as forms for initiating arbitration proceedings, are available at www.adr.org. When initiating a request to arbitrate with the AAA, you must also send a copy of the completed form to: Duboce Labs, Inc., 2201 12th Ave, San Francisco, CA 94116, attention: Legal.

3. Exception – Small Claims Court Claims. Notwithstanding the parties’ agreement to resolve all disputes through arbitration, either party may seek relief in small claims courts for disputes or claims within the scope of that court’s jurisdiction.
4. Opt-Out. Subscriber may OPT-OUT of the binding arbitration provisions within thirty (30) days of accepting these Terms of Service by sending an email to: legal@pganalyze.com. All other terms shall remain effective and binding on the parties.