Acceptance
This Agreement sets forth the terms and conditions on which Licensor makes the Software available to You. By accessing or using the Software or a Modified Version in any manner, You agree to be bound by all the terms and conditions of this Agreement. If you are an individual accessing or using the Software or a Modified Version on behalf of a legal entity, (i) you represent and warrant that you have the authority to enter into this Agreement on behalf of such entity and bind such entity to this Agreement, and (ii) references to “You” in this Agreement will refer to such entity.
License
Subject to the terms and conditions of this Agreement, Licensor grants You a non-exclusive, worldwide, non-sublicensable, non-transferable license to (i) use, copy, and distribute the Software, and create Modified Versions (but not other modifications or derivative works) of the Software, and (ii) make, have made, use, sell, offer for sale and import the Software, where such license applies only to those patent claims licensable to You by Licensor that are necessarily infringed by the Software as made available to You by Licensor, in each of (i) and (ii), for the purposes of operating, evaluating, testing, fixing, integrating with, and improving CockroachDB. If You make any written claim of patent infringement relating to the Software, Your patent license for the Software granted under this Agreement terminates immediately.
Limitations and Obligations
You will not operate the Software or a Modified Version without a License Key except for Limited Non-Production Use. You agree to adhere to any limitations specified by Licensor regarding use of the License Key at the time it is provided to You. You represent and warrant that all information You provide to Licensor to obtain a License Key is complete and accurate at the time of submission. You must keep any License Key strictly confidential and will not share it with any third parties, other than Your affiliates, contractors, and agents who are obligated to keep it confidential and use it solely on Your behalf. You will ensure that such affiliates, contractors, and agents comply with the terms of this Agreement applicable to You, and You will be responsible for their acts and omissions as if they were You hereunder. You acknowledge that the Software and any Modified Versions may be subject to export or import control laws and regulations in the US and other countries, and You agree to comply with all such laws and regulations.
You acknowledge that the Software and any Modified Versions share Telemetry with Licensor. You will not operate the Software or a Modified Version without sharing Telemetry except for Limited Non-Production Use or unless Licensor has issued You a License Key that allows Telemetry to be disabled and You disable sharing Telemetry. You understand and agree that Licensor may use and disclose personal information collected as part of Telemetry in accordance with Licensor’s Privacy Policy: https://www.cockroachlabs.com/privacy. You acknowledge that the Software and Modified Versions include technical countermeasures to limit unauthorized use, such as operation without a required License Key or without sending required Telemetry. You will not circumvent, remove, disable, block or alter any technical countermeasures, Telemetry requirements (except as permitted by Your License Key), License Key requirements, or other elements in the Software or Modified Versions designed to enforce the terms of this Agreement (collectively, the “Protective Measures”). You must include all of the Protective Measures in any Modified Version You create.
You will not alter, remove, or obscure any licensing, copyright, trademark, or other notices of Licensor in the Software or a Modified Version. You must ensure that anyone who receives a copy of any part of the Software or a Modified Version from You also receives a copy of this Agreement and if You create a Modified Version, You must include in any such Modified Version prominent notices stating that You have modified the Software.
You will not perform Benchmarks against any products or services provided under terms that restrict performing and disclosing the results of benchmarks of such products or services, unless You have the lawful right to waive such terms. If You perform or disclose, or direct or permit any third party to perform or disclose, any Benchmark, You will include in any disclosure and will disclose to Licensor all information necessary to replicate such Benchmark, and You agree that Licensor may perform and disclose the results of benchmarks of Your products or services, irrespective of any restrictions on benchmarks in the terms governing Your products or services.
No Other Rights
Except for the licenses expressly granted to You in this Agreement, Licensor grants You no other licenses or rights in the Software or otherwise.
Third-Party Software
The Software may contain or be provided together with Third-Party Software. Each item of Third-Party Software is subject to its own license terms, which can be found in the documentation accompanying the Software or the source code. Copyrights to the Third-Party Software are held by the respective copyright holders indicated therein. You agree to fully comply with all such Third-Party Software license terms.
Termination
Your licenses to the Software will automatically terminate if You breach any term, condition, or restriction of this Agreement; provided that if Your breach is capable of being cured and You cure it within 15 days of the breach to Licensor’s satisfaction, Your licenses will be reinstated retroactively. Notwithstanding the foregoing, intentional or repeated breaches of this Agreement by You will cause Your licenses to terminate automatically and permanently.
Disclaimer; Liability Limitations
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY REPRESENTATION, WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR THAT USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.
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.
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 the conflicts of laws provisions thereof. The state and federal courts located in New York County, New York, have exclusive jurisdiction for all purposes relating to this Agreement. The rights and obligations of the parties to this Agreement will not be governed by the United Nations Convention on the International Sale of Goods
Definitions
Agreement: This CockroachDB Software License.
Benchmark: Any benchmark, comparative test or evaluation of the Software.
CockroachDB: A database application that is created by compiling either the source code of the Software in its complete, unmodified form, or the source code of a Modified Version.
Introductory Period: A limited time period during which the Software is designed by Licensor to be fully functional and not trigger Protective Measures without requiring a License Key to be entered.
License Key: A valid unique code or token for use of the Software that is provisioned for You by Licensor.
Licensor: Cockroach Labs, Inc.
Limited Non-Production Use: Use for design, prototyping, testing, or development purposes in non-production, internal development environments either (i) during the Introductory Period (if any) or (ii) in deploying a database that runs solely on a single node.
Modified Version: A derivative work of the Software that provides all or substantially all of the features and functionality of the unmodified Software using all or substantially all of the source code of the unmodified Software.
Software: The software provided to You under this Agreement that includes or refers to this Agreement, in any form, including any portion of such software.
Telemetry: Data about Your use of the Software and its features that is communicated to Licensor by the Software.
Third-Party Software: Third-party software made available under open source or other license terms.
You: The individual or entity agreeing to this Agreement.