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 which refers to the applicable “Cockroach Labs SaaS Agreement” (the “Agreement”). This supplement is effective from the date it is entered into, 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.
  2. Expiration. Cloud Credits purchased by Company within a particular Order Term will expire and become void on the corresponding end date of that particular Order Term specified in the Order (the “Expiration Date”). The balance of any unused Cloud Credits at the end of that particular Order Term will not roll over to a subsequent Order Term nor otherwise be credited to Company upon the applicable Expiration Date.
  3. Expansion or Renewal. During a particular Order Term, Company may purchase additional Cloud Credits at the same rate specified for that Order Term, which additional Cloud Credits will expire on the applicable Expiration Date. Unless otherwise expressly stated in the Order, Company may renew its purchase of Cloud Credits within ninety (90) days prior to the last date of the Order by entering into a new Order for an additional one (1) year term. Cloud Credits shall be consumed based on Order precedence.
  4. 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 Order Term has expired without renewal, Company will 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 will apply Company’s Cloud Credits from the new Order to such partial month of On-Demand Consumption and Company will pay for such Cloud Credits at the prices set forth in the Order.
  5. 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) will remain in full force and effect.