CockroachDB Software License

Acceptance

This Agreement sets forth the terms and conditions on which Licensor makes
the Software available to You. By accessing or using the Software or a
Modified Version in any manner, You agree to be bound by all the terms and
conditions of this Agreement. If you are an individual accessing or using the
Software or a Modified Version on behalf of a legal entity, (i) you represent
and warrant that you have the authority to enter into this Agreement on
behalf of such entity and bind such entity to this Agreement, and (ii)
references to “You” in this Agreement will refer to such entity.

License

Subject to the terms and conditions of this Agreement, Licensor grants You a
non-exclusive, worldwide, non-sublicensable, non-transferable license to (i)
use, copy, and distribute the Software, and create Modified Versions (but not
other modifications or derivative works) of the Software, and (ii) make, have
made, use, sell, offer for sale and import the Software, where such license
applies only to those patent claims licensable to You by Licensor that are
necessarily infringed by the Software as made available to You by Licensor,
in each of (i) and (ii), for the purposes of operating, evaluating, testing,
fixing, integrating with, and improving CockroachDB. If You make any written
claim of patent infringement relating to the Software, Your patent license
for the Software granted under this Agreement terminates immediately.

Limitations and Obligations

You will not operate the Software or a Modified Version without a License Key
except for Limited Non-Production Use. You agree to adhere to any limitations
specified by Licensor regarding use of the License Key at the time it is
provided to You. You represent and warrant that all information You provide
to Licensor to obtain a License Key is complete and accurate at the time of
submission. You must keep any License Key strictly confidential and will not
share it with any third parties, other than Your affiliates, contractors, and
agents who are obligated to keep it confidential and use it solely on Your
behalf. You will ensure that such affiliates, contractors, and agents comply
with the terms of this Agreement applicable to You, and You will be
responsible for their acts and omissions as if they were You hereunder. You
acknowledge that the Software and any Modified Versions may be subject to
export or import control laws and regulations in the US and other countries,
and You agree to comply with all such laws and regulations.

You acknowledge that the Software and any Modified Versions share Telemetry
with Licensor. You will not operate the Software or a Modified Version
without sharing Telemetry except for Limited Non-Production Use or unless
Licensor has issued You a License Key that allows Telemetry to be disabled
and You disable sharing Telemetry. You understand and agree that Licensor may
use and disclose personal information collected as part of Telemetry in
accordance with Licensor’s Privacy Policy:
https://www.cockroachlabs.com/privacy. You acknowledge that the Software and
Modified Versions include technical countermeasures to limit unauthorized
use, such as operation without a required License Key or without sending
required Telemetry. You will not circumvent, remove, disable, block or alter
any technical countermeasures, Telemetry requirements (except as permitted by
Your License Key), License Key requirements, or other elements in the
Software or Modified Versions designed to enforce the terms of this Agreement
(collectively, the “Protective Measures”). You must include all of the
Protective Measures in any Modified Version You create.

You will not alter, remove, or obscure any licensing, copyright, trademark,
or other notices of Licensor in the Software or a Modified Version. You must
ensure that anyone who receives a copy of any part of the Software or a
Modified Version from You also receives a copy of this Agreement and if You
create a Modified Version, You must include in any such Modified Version
prominent notices stating that You have modified the Software.

You will not perform Benchmarks against any products or services provided
under terms that restrict performing and disclosing the results of benchmarks
of such products or services, unless You have the lawful right to waive such
terms. If You perform or disclose, or direct or permit any third party to
perform or disclose, any Benchmark, You will include in any disclosure and
will disclose to Licensor all information necessary to replicate such
Benchmark, and You agree that Licensor may perform and disclose the results
of benchmarks of Your products or services, irrespective of any restrictions
on benchmarks in the terms governing Your products or services.

No Other Rights

Except for the licenses expressly granted to You in this Agreement, Licensor
grants You no other licenses or rights in the Software or otherwise.

Third-Party Software

The Software may contain or be provided together with Third-Party Software.
Each item of Third-Party Software is subject to its own license terms, which
can be found in the documentation accompanying the Software or the source
code. Copyrights to the Third-Party Software are held by the respective
copyright holders indicated therein. You agree to fully comply with all such
Third-Party Software license terms.

Termination

Your licenses to the Software will automatically terminate if You breach any
term, condition, or restriction of this Agreement; provided that if Your
breach is capable of being cured and You cure it within 15 days of the breach
to Licensor’s satisfaction, Your licenses will be reinstated retroactively.
Notwithstanding the foregoing, intentional or repeated breaches of this
Agreement by You will cause Your licenses to terminate automatically and
permanently.

Disclaimer; Liability Limitations

TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED “AS IS”
AND WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION, EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION ANY REPRESENTATION, WARRANTY OR CONDITION OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT
OR THAT USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.

LICENSOR WILL NOT BE LIABLE TO YOU FOR (I) ANY CONSEQUENTIAL, INDIRECT,
SPECIAL, MULTIPLE, PUNITIVE OR INCIDENTAL DAMAGES, (INCLUDING WITHOUT
LIMITATION, LOST PROFITS, BUSINESS INTERRUPTION AND LOST DATA) OR (II)
DAMAGES IN EXCESS OF ONE HUNDRED US DOLLARS ($100), ARISING OUT OF THIS
AGREEMENT OR THE USE OF THE SOFTWARE, REGARDLESS OF THE TYPE OF LEGAL CLAIM
AND WHETHER LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Governing Law

This Agreement shall be governed by and construed under the laws of the State
of New York and the United States without regard to the conflicts of laws
provisions thereof. The state and federal courts located in New York County,
New York, have exclusive jurisdiction for all purposes relating to this
Agreement. The rights and obligations of the parties to this Agreement will
not be governed by the United Nations Convention on the International Sale of
Goods

Definitions

Agreement: This CockroachDB Software License.

Benchmark: Any benchmark, comparative test or evaluation of the Software.

CockroachDB: A database application that is created by compiling either the
source code of the Software in its complete, unmodified form, or the source
code of a Modified Version.

Introductory Period: A limited time period during which the Software is
designed by Licensor to be fully functional and not trigger Protective
Measures without requiring a License Key to be entered.

License Key: A valid unique code or token for use of the Software that is
provisioned for You by Licensor.

Licensor: Cockroach Labs, Inc.

Limited Non-Production Use: Use for design, prototyping, testing, or
development purposes in non-production, internal development environments
either (i) during the Introductory Period (if any) or (ii) in deploying a
database that runs solely on a single node.

Modified Version: A derivative work of the Software that provides all or
substantially all of the features and functionality of the unmodified
Software using all or substantially all of the source code of the unmodified
Software.

Software: The software provided to You under this Agreement that includes or
refers to this Agreement, in any form, including any portion of such software.

Telemetry: Data about Your use of the Software and its features that is
communicated to Licensor by the Software.

Third-Party Software: Third-party software made available under open source
or other license terms.

You: The individual or entity agreeing to this Agreement.
