CockroachDB License Terms and Conditions

These “CockroachDB License Terms and Conditions” are Product-Specific Terms, which apply solely to the extent the Parties enter into an Order for use of CockroachDB under the Agreement.

  1. DEFINITIONS. Certain capitalized terms used herein are set forth below, other terms shall have the respective meanings set forth elsewhere in the Agreement or the applicable Order(s).  For the avoidance of doubt, references to the “Agreement” hereunder refers also to these CockroachDB License Terms and Conditions.

“CockroachDB” means downloadable software designated as “CockroachDB” made available by Cockroach Labs to Company hereunder, and includes updates or other new versions or releases thereof that are made generally available by Cockroach Labs to its CockroachDB customers during the Term.

“CockroachDB Derivative Works” means any work, whether in source or object form, that is based on or derived from CockroachDB, 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 clarity, CockroachDB Derivative Works shall not include works that remain separable from, or merely link (or bind by name) to the interfaces of, CockroachDB and CockroachDB Derivative Works.

“License” shall mean the terms and conditions for use, reproduction, and distribution of a Work.

“Third Party Works” means 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.

“vCPU” means a virtual central processing unit. For purposes of determining Software usage under an Order, the number of vCPUs used by a processor is equal to the number of hardware threads on that processor that are provisioned to simultaneously run the Software.

“Work” means 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.

  1. LICENSES AND SUPPORT. 
  1. License to CockroachDB. Subject to the terms of the Agreement and the applicable Order, Cockroach Labs grants Company a non-exclusive, non-transferable, worldwide license to install, access, and use CockroachDB for Company’s Applications (to the extent specified). Company will not use CockroachDB for any purposes other than those designated within the specific License type (each, a “License Type”) set forth in the applicable Order. If use of CockroachDB meets the qualifying criteria for more than one License Type, then the highest priced applicable License Type will be required for that use and Company agrees to pay for such accordingly. Company will not create CockroachDB Derivative Works, provided that upon Company’s request, the Parties will negotiate in good faith an addendum to this Agreement to allow Company to create CockroachDB Derivative Works.  
  2. License to Third Party Materials. Cockroach Labs may provide Company access to Third Party Works in connection with its performance hereunder. Any Third Party Works incorporated into CockroachDB will be expressly identified within the CockroachDB source code made available to Company. Company agrees to comply with the license(s) provided with any Third Party Works that Company uses and agrees that the owners and third party licensors of Third Party Works may enforce such license(s) against Company directly.
  3. Customer Support. Cockroach Labs will provide Company technical support for CockroachDB in accordance with the Support Policy. 
  1. WARRANTY AND DISCLAIMERS.
  1. Limited Warranty. Cockroach Labs warrants to Company that CockroachDB will perform materially in accordance with the Documentation.  
  2. Exclusions. Cockroach Labs’ warranty in Section 3.1 (Limited Warranty) does not extend to Development Licenses or Beta Features, or to issues that result from: (i) Company’s failure to implement updates issued by Cockroach Labs; (ii) any alterations or additions 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 in violation of this Agreement or not in accordance with its Documentation; (v) failures caused by software, hardware or products not licensed by Cockroach Labs to Company hereunder; (vi) Third Party Works; or (vii) Company’s use of any version of CockroachDB after the Maintenance Support end date for such version pursuant to the Release Support Policy.
  3. Remedies. In the event of a breach of a warranty under this section, Cockroach Labs will, at its discretion and cost, either repair or replace the CockroachDB feature(s) that were the subject of the breach of warranty or refund a portion of fees previously paid to Cockroach Labs that are associated with the CockroachDB features(s) that were the subject of the breach of warranty. This is Company’s exclusive remedy, and Cockroach Labs’ sole liability, arising in connection with the limited warranties herein.
  4. DISCLAIMER OF WARRANTY. EXCEPT AS SET OUT IN SECTION 3 (LIMITED WARRANTY) HEREOF, UNLESS REQUIRED BY APPLICABLE LAW, COCKROACHDB IS PROVIDED TO COMPANY “AS IS,” WITHOUT ANY WARRANTIES OF ANY KIND.  COCKROACH LABS AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OR CONDITIONS OF TITLE, MERCHANTABILITY, CORRECTNESS, RELIABILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY DISCLAIMED.  COCKROACH LABS AND ITS SUPPLIERS DO NOT WARRANT THAT COCKROACHDB WILL MEET COMPANY'S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ERRORS WILL BE CORRECTED.
  1. USAGE AUDIT.  If the Fees in an Order are based on the number of vCPUs, cores or servers running Software or another use-based unit of measurement, Company must accurately monitor its use of Software to ensure it stays within the prescribed limits during the term of the applicable Order and maintain complete and accurate records of such monitoring for a trailing period of no less than three years. Upon request, Company will provide Cockroach Labs copies of such records and a reasonably detailed explanation of the methodologies used for monitoring and tracking its use of Software.  If Company fails to maintain or provide such records, in addition to any other rights and remedies hereunder, Cockroach Labs’ may audit Company’s applicable systems and records to confirm Company’s actual usage of Software. The audit will be conducted with advance notice and during normal business hours in a manner designed to not unreasonably interfere with Company’s normal business operations. Each Party will bear its own costs associated with the audit; provided that Company will reimburse Cockroach Labs’ audit-related costs in the event the audit reveals underpayment by Company.  If Company’s records or an audit uncovers underpayment by Company, then Company will immediately pay for such additional usage at Cockroach Labs’ then-current rates plus interest accruing at the rate of one and one-half percent (1.5%) per month or at the highest amount permitted by applicable law (if lower) from the date such additional usage would have otherwise been owed.  Any repeated, willful, or intentional failure to proactively report and pay Cockroach Labs for additional usage is a material breach of this Agreement.