COCKROACH LABS PRODUCT LICENSE AGREEMENT (THE “AGREEMENT”) PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SOFTWARE CONTAINED IN THE DOWNLOADABLE PACKAGE (THE “SOFTWARE”), WHICH IS OFFERED BY COCKROACH LABS, INC. (“COCKROACH LABS” OR “LICENSOR”). BY DOWNLOADING, INSTALLING, OR USING THIS SOFTWARE IN ANY MANNER, YOU AND, AS APPLICABLE, THE ENTITY YOU REPRESENT (“YOU” OR “USER”) AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY ALL OF THE PROVISIONS OF THIS AGREEMENT. YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO AGREE AND/OR ENTER INTO THIS AGREEMENT AND BIND YOURSELF OR THE ENTITY YOU REPRESENT (AS APPLICABLE) TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THE AGREEMENT OR IF YOU DO NOT HAVE THE LEGAL AUTHORITY TO BIND THE APPLICABLE ENTITY AGREEING TO THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE.
1. License. Licensor hereby grants You a non-exclusive, non-transferable license, non-sublicensable right to use the Software, in each case subject to the terms and conditions of this Agreement. The Software is provided in object code and is licensed for use in connection with Your use, adoption, testing, or other utilization of CockroachDB or other Cockroach Labs products and services only.
2. Restrictions. User shall not, directly or indirectly: (a) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels on, or embedded in, the Software; (b) move, change, disable, or circumvent any license keys, technical limitations, protections, or security measures used for or contained in the Software; (c) decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Software (except to the extent prohibited by applicable law or to the extent permitted by the licensing terms governing use of any open source components included with the Software); (d) use the Software in any manner that violates applicable law, including but not limited to transferring the Software to any country or recipient in violation of any sanctions, import, or export laws or regulations in the US and other countries, or that infringes, misappropriates or otherwise violates any right of any third party; (e) commercialize or otherwise distribute, offer, provide, share, sell, transfer, or license the Software; or (f) make any representations or warranties regarding the Software. To the extent a license key or payment of fees is required to use the Software, the license granted hereunder is subject to User’s payment of all such required license fees and/or possession of a valid license key issued by Licensor, as applicable.
3. No Other Rights. Except for the limited rights expressly granted to the User under this Agreement, no right, title, or interest (including without limitation any intellectual property rights) in the Software is granted to the User, and no ownership of any part of the Software is hereby transferred to User. Licensor reserves all rights not expressly granted in this Agreement.
4. Termination. This license set forth in Section 1 shall continue so long as the User uses the Software in compliance with this Agreement. Should the User breach any of its obligations, this license shall automatically terminate, and User agrees to immediately cease all use of the Software and to destroy all copies of the Software and all materials provided for or with the Software and to certify to that destruction upon demand by Licensor.
5. Disclaimer. THE SOFTWARE IS PROVIDED “AS IS” AND LICENSOR DISCLAIMS ANY AND ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS RELATING TO THE SOFTWARE WHETHER EXPRESS, IMPLIED, OR ARISING BY CUSTOM OR TRADE USAGE, INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATION, WARRANTY, OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR THAT USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.
6. Limitation of Liability. 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.
7. Governing Law. The terms of this Agreement shall be construed in accordance with the substantive laws of the State of New York, United States of America, without giving effect to its principles of conflict or choice of law. Licensor and User exclude the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act from this Agreement.