This Cockroach Labs Technical Services Supplement (“Supplement”) is between the Cockroach Labs entity (“Cockroach Labs”, “we”, or “us”) and the person or entity (“Company” or “you”), set forth in the signature page hereto or an Order which refers to the applicable Master Agreement between Cockroach Labs and Company or similar agreement governing the delivery of services and/or software by Cockroach Labs to Company (the “Agreement”), and hereby amends and supplements the Agreement, effective as of the earlier of the last signature date on an Order referencing this Supplement or the date that Company otherwise uses the applicable Service. Capitalized terms not defined herein will have the meanings set forth in the Agreement.

WHEREAS, Company and Cockroach Labs entered into the Agreement for use of the Services and/or related Software;

WHEREAS, Company wishes to access and use the Technical Services (as defined below) made available by Cockroach Labs to its customers; and

WHEREAS, Cockroach Labs wishes to provide the Technical Services to Company;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Company and Cockroach Labs agree as follows:

  1. DEFINITIONS.

“Cockroach Labs Work Product” means content such as documentation, training materials, demos, collateral, code, SQL queries, or other deliverables that Cockroach Labs provides to Company in connection with the Technical Services, excluding any compilers, assemblers, interpreters, or similar tools Cockroach Labs may use to develop such materials.

“Scheduled Technical Services” means any Technical Services which are to be performed in pre-scheduled, discrete time slots within a limited number of days, excluding any Technical Services which are to be performed continually over a period lasting longer than one hundred eighty (180) days.

“Technical Services” means the services, set forth in an applicable “Technical Services Offering” document provided by Cockroach Labs, which Cockroach Labs has committed to provide to Company pursuant to an Order.

  1. ORDERS, INVOICING, AND FEES.  Cockroach Labs will perform the Technical Services specified in each applicable Order, subject to the terms and conditions of the Agreement and this Supplement. Unless expressly set forth otherwise in the Order for such Technical Services, Fees for Technical Services are due in advance upon the commencement of each Order. Technical Services are only available to Cockroach Labs customers with an active Order for Services and/or Software, and upon the expiration or termination of all such Orders entered into under the Agreement for any reason, all Orders for Technical Services will automatically terminate. Scheduled Technical Services will be considered delivered upon the earliest of: (a) completion of such Scheduled Technical Services, (b) the End Date for the applicable Schedule Technical Service specified in an Order, or (c) termination or expiration of the Order for such Scheduled Technical Services for any reason other than termination by Company for cause pursuant to Section 4.2.

  1. COCKROACH LABS WORK PRODUCT.

  1. Cockroach Labs Ownership. Except for the rights, permissions, and licenses explicitly granted pursuant to an Order, all right, title and interests in and to the intellectual property and proprietary rights of whatever nature in the Technical Services and the Cockroach Labs Work Product, including any derivative works thereof, are and shall remain the exclusive property of Cockroach Labs and/or its suppliers.  Cockroach Labs and its suppliers reserve all rights not expressly granted in this Agreement.

  2. License Grant.  Subject to Company’s fulfillment of its payment obligations with respect to the Technical Services set forth in the Agreement and each applicable Order, Cockroach Labs grants to Company and its agents and service providers a non-exclusive, non-transferable, royalty-free, worldwide, limited right to access and use, for Company’s internal business purposes in connection with the Software or Services, the Technical Services and the Cockroach Labs Work Product during the period in which Company has a valid right to use the Software or Services.

  1. No Modification of Other Rights.  Nothing in this Supplement is intended to grant or modify any rights or licenses for use of Software or Cloud Managed Services by Company.

  1. RESOURCES; ACCESS.

  1. Cooperation; Resources.  Company will reasonably cooperate with Cockroach Labs during the provision of Technical Services and will timely (and in any case, within thirty (30) days of the date of the applicable Order) provide such access to resources, personnel, equipment, facilities, and/or time availability (collectively, “Company Resources”) as Cockroach Labs may request and reasonably require in order to provide the Technical Services. Company will not be entitled to any recourse or refunds due to delays or non-delivery of Technical Services resulting from Company’s failure to comply with the foregoing obligations.

  2. Access Limitations.  Unless otherwise specified in a Service Description, Company will ensure that the duration and scope of access to any Company Data or data that Company uploads, manages, or uses with the Software (collectively, “DB Data”) is strictly limited to the access required for the performance of the applicable Technical Service. Without limiting the foregoing, Company will not grant Cockroach Labs the ability to write to any Company environment, to access any Company production environment, or to access any DB Data containing unencrypted sensitive data, including, but not limited to, personal information, payment cardholder information, or protected health information. To the extent access to DB Data is granted, Company will provision and maintain unique user accounts for each Cockroach Labs resource that requires access to DB Data. Cockroach Labs will have no liability to Company arising from Company’s breach of its obligations set forth in this Section 4.2.

  1. TECHNICAL SERVICES WARRANTY AND REMEDIES.

  1. Limited Warranty.  Cockroach Labs warrants that: (a) each of the personnel it uses to provide and perform Technical Services hereunder has the necessary knowledge, skills, experience, and qualifications to provide and perform the Technical Services, and (b) the Technical Services will be provided in a professional and work person-like manner.

  1. Remedies.  Upon written notice to Cockroach Labs by Company within seven (7) days following the performance of Technical Services which breach the warranty under this section, Cockroach Labs will, at its discretion and cost, either re-perform such Technical Services or refund the portion of fees previously paid to Cockroach Labs that are associated with the portion of the Technical Services 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.

  1. DISCLAIMER OF WARRANTY.  EXCEPT AS SET OUT IN SECTION 5.1, UNLESS REQUIRED BY APPLICABLE LAW, THE TECHNICAL SERVICES AND THE COCKROACH LABS WORK PRODUCT ARE 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.

  1. CONFLICTS.  This Supplement is intended to be a modification of the Agreement in accordance with Section 10.9 thereof, and upon execution hereof, the terms of this Supplement will be made valid as if they were included in the Agreement. Except as expressly modified herein, all other terms and conditions of the Agreement will remain in full force and effect. In the event of a conflict between the terms of this Supplement and the terms of the Agreement, this Supplement will control for purposes of the applicable Technical Service.