Cockroach Credits Supplement

This Cockroach Credits Supplement ("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 on the signature page of 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. Cockroach Credits; Grants.
   1.1. “Cockroach Credits” or “Credits” means usage credits issued by Cockroach Labs for use against eligible Services as designated on the applicable Order. Credits may be issued and commercially identified under various names (including “CockroachDB Cloud Credits”, “Cockroach Continuum Credits,” or any successor or other designations as Cockroach Labs may specify in the applicable Order or Documentation from time to time), all of which constitute Credits for purposes of this Supplement.
   1.2. Credits may only be applied against consumption of the specific Service designated for that purpose on the applicable Order. Credits issued for a particular Service are not fungible with, and may not be applied against, any other Service, except as expressly agreed otherwise in an Order executed between the Parties. Cockroach Labs’ billing measurements are the sole basis for determining Company’s consumption of any Credits.
   1.3. “Grant” means each line item for Credits purchased by Company pursuant to an applicable Order. Each Grant shall be available for consumption for the period set forth for such Grant in the applicable Order, and, except as provided in Section 2 below, any unused Credits shall expire and become void at the end of such period, and will not roll over to any subsequent Order or be credited, refunded, or otherwise compensated to Company in any form.

2. Multi-Grant Orders. If Company enters into an Order comprising multiple Grants (a “Multi-Grant Order”), the following shall apply:
   2.1. Carryover of Unused Credits. Unused Credits remaining at the end of any Grant shall carry forward and remain available for consumption during each subsequent Grant within the same Multi-Grant Order, and shall expire and become void upon the expiration of the last Grant therein. Any such carried-forward Credits shall be consumed prior to Credits issued under the then-current Grant.
   2.2. Accelerated Grants. If Company consumes all Credits available for consumption prior to the end of the period of the then-current Grant (the date such 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 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, with such Accelerated Grant beginning on the Grant Consumption Date and ending on the scheduled expiration of such Grant.

3. Credit Usage Ratio; Payment Ratio.
   3.1. “Credit Usage Ratio” means the ratio of: (i) the number of Credits that Company has used at a given time during the term of a Grant to (ii) the total number of 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.
   3.2. 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.

4. On-Demand Consumption.
   4.1. If Company continues to use the Cloud Managed Services after it has consumed all of its 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.
   4.2. 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 Credits under a new Order or the Services are terminated as set forth in Section 4 therein.
   4.3. If Company executes a new Order for Credits before the end of the first calendar month in which On-Demand Consumption starts, Cockroach Labs shall apply Company’s Credits from the new Order to such partial month of On-Demand Consumption and Company shall pay for such 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) shall remain in full force and effect.