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CockroachDB Community License Agreement
Please read this CockroachDB Community License Agreement (the "Agreement")
carefully before using CockroachDB (as defined below), which is offered by
Cockroach Labs, Inc. or its affiliated Legal Entities ("Cockroach Labs").
By downloading CockroachDB or using it in any manner, You agree that You have
read and agree to be bound by the terms of this Agreement. If You are
accessing CockroachDB on behalf of a Legal Entity, You represent and warrant
that You have the authority to agree to these terms on its behalf and the
right to bind that Legal Entity to this Agreement. Use of CockroachDB is
expressly conditioned upon Your assent to all the terms of this Agreement, to
the exclusion of all other terms.
1. Definitions. In addition to other terms defined elsewhere in this
Agreement, the terms below have the following meanings.
(a) "CockroachDB" shall mean the SQL database software provided by Cockroach
Labs, including both CockroachDB Core and CockroachDB Enterprise
editions, as defined below.
(b) "CockroachDB Core" shall mean the open source version of
CockroachDB, available free of charge at
https://github.com/cockroachdb/cockroach
(c) "CockroachDB Enterprise Edition" shall mean the additional features made
available by Cockroach Labs, the use of which is subject to additional
terms set out below.
(d) "Contribution" shall mean any work of authorship, including the original
version of the Work and any modifications or additions to that Work or
Derivative Works thereof, that is intentionally submitted Cockroach Labs
for inclusion in the Work by the copyright owner or by an individual or
Legal Entity authorized to submit on behalf of the copyright owner. For
the purposes of this definition, "submitted" means any form of
electronic, verbal, or written communication sent to Cockroach Labs or
its representatives, including but not limited to communication on
electronic mailing lists, source code control systems, and issue
tracking systems that are managed by, or on behalf of, Cockroach Labs
for the purpose of discussing and improving the Work, but excluding
communication that is conspicuously marked or otherwise designated in
writing by the copyright owner as "Not a Contribution."
(e) "Contributor" shall mean any copyright owner or individual or Legal
Entity authorized by the copyright owner, other than Cockroach Labs,
from whom Cockroach Labs receives a Contribution that Cockroach Labs
subsequently incorporates within the Work.
(f) "Derivative Works" shall mean any work, whether in Source or Object
form, that is based on (or derived from) the Work, such as a
translation, abridgement, condensation, or any other recasting,
transformation, or adaptation for which the editorial revisions,
annotations, elaborations, or other modifications represent, as a whole,
an original work of authorship. For the purposes of this License,
Derivative Works shall not include works that remain separable from, or
merely link (or bind by name) to the interfaces of, the Work and
Derivative Works thereof.
(g) "Legal Entity" shall mean the union of the acting entity and all other
entities that control, are controlled by, or are under common control
with that entity. For the purposes of this definition, "control" means
(i) the power, direct or indirect, to cause the direction or management
of such entity, whether by contract or otherwise, or (ii) ownership of
fifty percent (50%) or more of the outstanding shares, or (iii)
beneficial ownership of such entity.
(h) "License" shall mean the terms and conditions for use, reproduction, and
distribution of a Work as defined by this Agreement.
(i) "Licensor" shall mean Cockroach Labs or a Contributor, as applicable.
(j) "Object" form shall mean any form resulting from mechanical
transformation or translation of a Source form, including but not
limited to compiled object code, generated documentation, and
conversions to other media types.
(k) "Source" form shall mean the preferred form for making modifications,
including but not limited to software source code, documentation source,
and configuration files.
(l) "Third Party Works" shall mean Works, including Contributions, and other
technology owned by a person or Legal Entity other than Cockroach Labs,
as indicated by a copyright notice that is included in or attached to
such Works or technology.
(m) "Work" shall mean the work of authorship, whether in Source or Object
form, made available under a License, as indicated by a copyright notice
that is included in or attached to the work.
(n) "You" (or "Your") shall mean an individual or Legal Entity exercising
permissions granted by this License.
2. Licenses.
(a) License to CockroachDB Core. The License for CockroachDB
Core is the Apache License, Version 2.0 ("Apache License").
The Apache License includes a grant of patent license, as well as
redistribution rights that are contingent on several requirements.
Please see
http://www.apache.org/licenses/LICENSE-2.0
for full terms. CockroachDB Core is a no-cost, entry-level
license and as such, contains the following disclaimers: NOTWITHSTANDING
ANYTHING TO THE CONTRARY HEREIN, COCKROACHDB CORE IS
PROVIDED "AS IS" AND "AS AVAILABLE", AND ALL EXPRESS OR IMPLIED
WARRANTIES ARE EXCLUDED AND DISCLAIMED, INCLUDING WITHOUT LIMITATION THE
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
NON-INFRINGEMENT, AND ANY WARRANTIES ARISING BY STATUTE OR OTHERWISE IN
LAW OR FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USE IN TRADE.
For clarity, the terms of this Agreement, other than the relevant
definitions in Section 1 and this Section 2(a) do not apply to
CockroachDB Core.
(b) License to CockroachDB Enterprise Edition.
i Grant of Copyright License: Subject to the terms of this Agreement,
Licensor hereby grants to You a worldwide, non-exclusive,
non-transferable limited license to reproduce, prepare Enterprise
Derivative Works (as defined below) of, publicly display, publicly
perform, sublicense, and distribute CockroachDB Enterprise Edition
for Your business purposes, for so long as You are not in violation
of this Section 2(b) and are current on all payments required by
Section 4 below.
ii Grant of Patent License: Subject to the terms of this Agreement,
Licensor hereby grants to You a worldwide, non-exclusive,
non-transferable limited patent license to make, have made, use,
offer to sell, sell, import, and otherwise transfer CockroachDB
Enterprise Edition, where such license applies only to those patent
claims licensable by Licensor that are necessarily infringed by
their Contribution(s) alone or by combination of their
Contribution(s) with the Work to which such Contribution(s) was
submitted. If You institute patent litigation against any entity
(including a cross-claim or counterclaim in a lawsuit) alleging that
the Work or a Contribution incorporated within the Work constitutes
direct or contributory patent infringement, then any patent licenses
granted to You under this License for that Work shall terminate as
of the date such litigation is filed.
iii License to Third Party Works: From time to time Cockroach Labs may
use, or provide You access to, Third Party Works in connection
CockroachDB Enterprise Edition. You acknowledge and agree that in
addition to this Agreement, Your use of Third Party Works is subject
to all other terms and conditions set forth in the License provided
with or contained in such Third Party Works. Some Third Party Works
may be licensed to You solely for use with CockroachDB Enterprise
Edition under the terms of a third party License, or as otherwise
notified by Cockroach Labs, and not under the terms of this
Agreement. You agree that the owners and third party licensors of
Third Party Works are intended third party beneficiaries to this
Agreement.
3. Support. From time to time, in its sole discretion, Cockroach Labs may
offer professional services or support for CockroachDB, which may now or in
the future be subject to additional fees.
4. Fees for CockroachDB Enterprise Edition or CockroachDB Support.
(a) Fees. The License to CockroachDB Enterprise Edition is conditioned upon
Your payment of the fees specified on
https://cockroachlabs.com/pricing
which You agree to pay to Cockroach Labs in accordance with the payment
terms set out on that page. Any professional services or support for
CockroachDB may also be subject to Your payment of fees, which will be
specified by Cockroach Labs when you sign up to receive such
professional services or support. Cockroach Labs reserves the right to
change the fees at any time with prior written notice; for recurring
fees, any such adjustments will take effect as of the next pay period.
(b) Overdue Payments and Taxes. Overdue payments are subject to a service
charge equal to the lesser of 1.5% per month or the maximum legal
interest rate allowed by law, and You shall pay all Cockroach Labs’
reasonable costs of collection, including court costs and attorneys’
fees. Fees are stated and payable in U.S. dollars and are exclusive of
all sales, use, value added and similar taxes, duties, withholdings and
other governmental assessments (but excluding taxes based on Cockroach
Labs’ income) that may be levied on the transactions contemplated by
this Agreement in any jurisdiction, all of which are Your responsibility
unless you have provided Cockroach Labs with a valid tax-exempt
certificate.
(c) Record-keeping and Audit. If fees for CockroachDB Enterprise Edition
are based on the number of cores or servers running on CockroachDB
Enterprise Edition or another use-based unit of measurement, You must
maintain complete and accurate records with respect to Your use of
CockroachDB Enterprise Edition and will provide such records to
Cockroach Labs for inspection or audit upon Cockroach Labs’ reasonable
request. If an inspection or audit uncovers additional usage by You for
which fees are owed under this Agreement, then You shall pay for such
additional usage at Cockroach Labs’ then-current rates.
5. Trial License. If You have signed up for a trial or evaluation of
CockroachDB Enterprise Edition, Your License to CockroachDB Enterprise
Edition is granted without charge for the trial or evaluation period
specified when You signed up, or if no term was specified, for thirty (30)
calendar days, provided that Your License is granted solely for purposes of
Your internal evaluation of CockroachDB Enterprise Edition during the trial
or evaluation period (a "Trial License"). You may not use CockroachDB
Enterprise Edition under a Trial License more than once in any twelve (12)
month period. Cockroach Labs may revoke a Trial License at any time and
for any reason. Sections 3, 4, 9 and 11 of this Agreement do not apply to
Trial Licenses.
6. Redistribution. You may reproduce and distribute copies of the Work or
Derivative Works thereof in any medium, with or without modifications, and
in Source or Object form, provided that You meet the following conditions:
(a) You must give any other recipients of the Work or Derivative Works a
copy of this License; and
(b) You must cause any modified files to carry prominent notices stating
that You changed the files; and
(c) You must retain, in the Source form of any Derivative Works that You
distribute, all copyright, patent, trademark, and attribution notices
from the Source form of the Work, excluding those notices that do not
pertain to any part of the Derivative Works; and
(d) If the Work includes a "NOTICE" text file as part of its distribution,
then any Derivative Works that You distribute must include a readable
copy of the attribution notices contained within such NOTICE file,
excluding those notices that do not pertain to any part of the
Derivative Works, in at least one of the following places: within a
NOTICE text file distributed as part of the Derivative Works; within the
Source form or documentation, if provided along with the Derivative
Works; or, within a display generated by the Derivative Works, if and
wherever such third-party notices normally appear. The contents of the
NOTICE file are for informational purposes only and do not modify the
License. You may add Your own attribution notices within Derivative
Works that You distribute, alongside or as an addendum to the NOTICE
text from the Work, provided that such additional attribution notices
cannot be construed as modifying the License.
You may add Your own copyright statement to Your modifications and may
provide additional or different license terms and conditions for use,
reproduction, or distribution of Your modifications, or for any such
Derivative Works as a whole, provided Your use, reproduction, and
distribution of the Work otherwise complies with the conditions stated
in this License.
(e) Enterprise Derivative Works: Derivative Works of CockroachDB Enterprise
Edition ("Enterprise Derivative Works") may be made, reproduced and
distributed in any medium, with or without modifications, in Source or
Object form, provided that each Enterprise Derivative Work will be
considered to include a License to CockroachDB Enterprise Edition and
thus will be subject to the payment of fees to Cockroach Labs by any
user of the Enterprise Derivative Work.
7. Submission of Contributions. Unless You explicitly state otherwise, any
Contribution intentionally submitted for inclusion in CockroachDB by You to
Cockroach Labs shall be under the terms and conditions of
https://cla-assistant.io/cockroachdb/cockroach
(which is based off of the Apache License), without any additional terms or
conditions, payments of royalties or otherwise to Your benefit.
Notwithstanding the above, nothing herein shall supersede or modify the
terms of any separate license agreement You may have executed with
Cockroach Labs regarding such Contributions.
8. Trademarks. This License does not grant permission to use the trade names,
trademarks, service marks, or product names of Licensor, except as required
for reasonable and customary use in describing the origin of the Work and
reproducing the content of the NOTICE file.
9. Limited Warranty.
(a) Warranties. Cockroach Labs warrants to You that: (i) CockroachDB
Enterprise Edition will materially perform in accordance with the
applicable documentation for ninety (90) days after initial delivery to
You; and (ii) any professional services performed by Cockroach Labs
under this Agreement will be performed in a workmanlike manner, in
accordance with general industry standards.
(b) Exclusions. Cockroach Labs’ warranties in this Section 9 do not extend
to problems that result from: (i) Your failure to implement updates
issued by Cockroach Labs during the warranty period; (ii) any
alterations or additions (including Enterprise Derivative Works and
Contributions) to CockroachDB not performed by or at the direction of
Cockroach Labs; (iii) failures that are not reproducible by Cockroach
Labs; (iv) operation of CockroachDB Enterprise Edition in violation of
this Agreement or not in accordance with its documentation; (v) failures
caused by software, hardware or products not licensed or provided by
Cockroach Labs hereunder; or (vi) Third Party Works.
(c) Remedies. In the event of a breach of a warranty under this Section 9,
Cockroach Labs will, at its discretion and cost, either repair, replace
or re-perform the applicable Works or services or refund a portion of
fees previously paid to Cockroach Labs that are associated with the
defective Works or services. This is Your exclusive remedy, and
Cockroach Labs’ sole liability, arising in connection with the limited
warranties herein.
10. Disclaimer of Warranty. Except as set out in Section 9, unless required
by applicable law, Licensor provides the Work (and each Contributor
provides its Contributions) on an "AS IS" BASIS, WITHOUT WARRANTIES OR
CONDITIONS OF ANY KIND, either express or implied, arising out of course
of dealing, course of performance, or usage in trade, including, without
limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT,
MERCHANTABILITY, CORRECTNESS, RELIABILITY, or FITNESS FOR A PARTICULAR
PURPOSE, all of which are hereby disclaimed. You are solely responsible
for determining the appropriateness of using or redistributing Works and
assume any risks associated with Your exercise of permissions under the
applicable License for such Works.
11. Limited Indemnity.
(a) Indemnity. Cockroach Labs will defend, indemnify and hold You harmless
against any third party claims, liabilities or expenses incurred
(including reasonable attorneys’ fees), as well as amounts finally
awarded in a settlement or a non-appealable judgement by a court
("Losses"), to the extent arising from any claim or allegation by a
third party that CockroachDB Enterprise Edition infringes or
misappropriates a valid United States patent, copyright or trade secret
right of a third party; provided that You give Cockroach Labs: (i)
prompt written notice of any such claim or allegation; (ii) sole control
of the defense and settlement thereof; and (iii) reasonable cooperation
and assistance in such defense or settlement. If any Work within
CockroachDB Enterprise Edition becomes or, in Cockroach Labs’ opinion,
is likely to become, the subject of an injunction, Cockroach Labs may,
at its option, (A) procure for You the right to continue using such
Work, (B) replace or modify such Work so that it becomes non-infringing
without substantially compromising its functionality, or, if (A) and (B)
are not commercially practicable, then (C) terminate Your license to the
allegedly infringing Work and refund to You a prorated portion of the
prepaid and unearned fees for such infringing Work. The foregoing
states the entire liability of Cockroach Labs with respect to
infringement of patents, copyrights, trade secrets or other intellectual
property rights.
(b) Exclusions. The foregoing obligations shall not apply to: (i) Works
modified by any party other than Cockroach Labs (including Enterprise
Derivative Works and Contributions), if the alleged infringement relates
to such modification, (ii) Works combined or bundled with any products,
processes or materials not provided by Cockroach Labs where the alleged
infringement relates to such combination, (iii) use of a version of
CockroachDB Enterprise Edition other than the version that was current
at the time of such use, as long as a non-infringing version had been
released, (iv) any Works created to Your specifications, (v)
infringement or misappropriation of any proprietary right in which You
have an interest, or (vi) Third Party Works. You will defend, indemnify
and hold Cockroach Labs harmless against any Losses arising from any
such claim or allegation, subject to conditions reciprocal to those in
Section 11(a).
12. Limitation of Liability. In no event and under no legal or equitable
theory, whether in tort (including negligence), contract, or otherwise,
unless required by applicable law (such as deliberate and grossly
negligent acts), and notwithstanding anything in this Agreement to the
contrary, shall Licensor or any Contributor be liable to You for (i) any
amounts in excess, in the aggregate, of the fees paid by You to Cockroach
Labs under this Agreement in the twelve (12) months preceding the date the
first cause of liability arose), or (ii) any indirect, special,
incidental, punitive, exemplary, reliance, or consequential damages of any
character arising as a result of this Agreement or out of the use or
inability to use the Work (including but not limited to damages for loss
of goodwill, profits, data or data use, work stoppage, computer failure or
malfunction, cost of procurement of substitute goods, technology or
services, or any and all other commercial damages or losses), even if such
Licensor or Contributor has been advised of the possibility of such
damages. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE
ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
13. Accepting Warranty or Additional Liability. While redistributing Works or
Derivative Works thereof, and without limiting your obligations under
Section 6, You may choose to offer, and charge a fee for, acceptance of
support, warranty, indemnity, or other liability obligations and/or rights
consistent with this License. However, in accepting such obligations, You
may act only on Your own behalf and on Your sole responsibility, not on
behalf of any other Contributor, and only if You agree to indemnify,
defend, and hold Cockroach Labs and each other Contributor harmless for
any liability incurred by, or claims asserted against, such Contributor by
reason of your accepting any such warranty or additional liability.
14. General.
(a) Relationship of Parties. You and Cockroach Labs are independent
contractors, and nothing herein shall be deemed to constitute either
party as the agent or representative of the other or both parties as
joint venturers or partners for any purpose.
(b) Export Control. You shall comply with the U.S. Foreign Corrupt
Practices Act and all applicable export laws, restrictions and
regulations of the U.S. Department of Commerce, and any other applicable
U.S. and foreign authority.
(c) Assignment. This Agreement and the rights and obligations herein may
not be assigned or transferred, in whole or in part, by You without the
prior written consent of Cockroach Labs. Any assignment in violation of
this provision is void. This Agreement shall be binding upon, and inure
to the benefit of, the successors and permitted assigns of the parties.
(d) 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 conflicts of laws provisions thereof, and without regard to the
Uniform Computer Information Transactions Act.
(e) Attorneys’ Fees. In any action or proceeding to enforce rights under
this Agreement, the prevailing party shall be entitled to recover its
costs, expenses and attorneys’ fees.
(f) Severability. If any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect, that provision shall be limited
or eliminated to the minimum extent necessary so that this Agreement
otherwise remains in full force and effect and enforceable.
(g) Entire Agreement; Waivers; Modification. This Agreement constitutes the
entire agreement between the parties relating to the subject matter
hereof and supersedes all proposals, understandings, or discussions,
whether written or oral, relating to the subject matter of this
Agreement and all past dealing or industry custom. The failure of either
party to enforce its rights under this Agreement at any time for any
period shall not be construed as a waiver of such rights. No changes,
modifications or waivers to this Agreement will be effective unless in
writing and signed by both parties.