This Supplement is by and between Cockroach Labs, Inc. (“Cockroach Labs”) and the person or entity (“Company”, and each of Cockroach Labs and Company, a “Party”, and collectively, the “Parties”) set forth in the signature page hereto or an Order issued subject to an agreement for the provision of a database as a service offering by Cockroach Labs (the “Agreement”). This supplement is effective from the earlier of the date of the Agreement, if the Agreement references this Supplement, or from the date of last signature below and hereby amends and supplements each Order entered into between the Parties, including those entered into after the date hereof, unless and solely to the extent expressly agreed to the contrary between the Parties in writing or in such Order. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement or Order, as applicable. Now, therefore, for good and valuable consideration, the Parties agree as follows:

  1. Cloud Credits. CockroachDB Cloud Credits (“Cloud Credits”) may be used by Company solely to pay for its use of Cloud Managed Services for the designated Application(s). Cockroach Labs’ billing measurements are the sole basis for determining Company’s consumption of any Cloud Credits.
  1. Grants; Rollover Credits.
    1. Each line item for Cloud Credits purchased by Company pursuant to an applicable Order is referred to herein as a “Grant” and shall begin on the corresponding Start Date and expire and become void on the corresponding End Date for that Grant (each as specified in such Order), except as set forth in clause (c), below. Unless explicitly stated otherwise, Cloud Credits shall be consumed according to the order of the End Dates of their applicable Grants, from earliest to latest.
    2. Company may roll over up to 10% of the unused Cloud Credits at the end of a Grant into the term of the immediately subsequent Grant either: (i) issued pursuant to the same Order as the initial Grant or (ii) issued pursuant to a consecutive renewal Order (without any lapse) for at least the same amount of Cloud Credits and Fees (each calculated on an annualized basis) as the initial Order (“Rollover Credits”). Such Rollover Credits may be used during the term of any such subsequent Grant, after which time such Rollover Credits shall expire and become void. Any Rollover Credits shall be consumed prior to all other Cloud Credits granted in a then-current or subsequent Grant.  
    3. Accelerated Grants. If Company enters into an Order for multiple Grants (a “Multi-Grant Order”) and consumes all of its Cloud Credits granted prior to the End Date of the then-current Grant (the date such Cloud Credits are fully consumed, the "Grant Consumption Date"), then on the Grant Consumption Date, Cockroach Labs shall grant Company the immediately following Grant (the “Accelerated Grant”), Cockroach Labs (or Cockroach Labs’ marketplace partner, if applicable) may invoice Company for the Accelerated Grant and all amounts due for Cloud Credits consumed, and Company shall pay such amounts in accordance with the Agreement. Company’s continued usage of the Services shall consume against the Accelerated Grant, (d) with such Accelerated Grant beginning on the Grant Consumption Date and ending on the applicable End Date specified in the Order.
  1. Credit Usage Ratio; Payment Ratio.
    1. “Credit Usage Ratio” means the ratio of: (i) the number of Cloud Credits Company has used at a given time during the term of a Grant to (ii) the total number of Cloud Credits purchased within such Grant, and “Payment Ratio” means the ratio of: (x) the amount of fees Company has paid to Cockroach Labs in respect of a Grant at a given time during the term of such Grant to (y) the total fees which shall become due for such Grant.
    2. In the event that the Credit Usage Ratio becomes greater than the Payment Ratio at any time during the term of a Grant, then Cockroach Labs (or Cockroach Labs’ marketplace partner, if applicable) may, in Cockroach Labs’ sole discretion, immediately invoice Company for as many future scheduled payments which shall become due for such Grant as would be required to make the Credit Usage Ratio less than or equal to the Payment Ratio, and Company shall pay such amounts in accordance with the Agreement.
  1. On-Demand Consumption. 
    1. If Company continues to use the Cloud Managed Services after it has consumed all of its Cloud Credits or after the last Grant has expired without renewal, Company shall automatically switch to on-demand, usage-based pricing paid on a monthly basis in-arrears ("On-Demand Consumption"), subject to any credit limits that Cockroach Labs may set in its sole discretion.  Company agrees to pay for On-Demand Consumption at Cockroach Labs' then-current list prices, currently set forth at https://www.cockroachlabs.com/pricing/, within thirty (30) days from the date of invoice.
    2. Company agrees to be bound by the click-through “Cockroach Labs Software-as-a-Service Terms and Conditions” currently set forth at https://www.cockroachlabs.com/cloud-terms-and-conditions/ during its On-Demand Consumption, which shall remain in effect on a month-to-month basis, until such time that Company purchases additional Cloud Credits under a new Order or the Services are terminated as set forth in Section 4 therein.
    3. If Company executes a new Order for Cloud Credits before the end of the first calendar month in which On-Demand Consumption starts, Cockroach Labs shall apply Company’s Cloud Credits from the new Order to such partial month of On-Demand Consumption and Company shall pay for such Cloud Credits at the prices set forth in the Order.
  1. Miscellaneous. Cockroach Labs may update this Supplement by posting an updated version and informing Company of the changes at least thirty (30) days prior to the updates taking effect, except such changes that are required to comply with applicable law, rule or regulation or where prior notice is not reasonably practicable. Except as expressly modified hereby, all of the terms and conditions of the Order(s) shall remain in full force and effect.