Please read this CockroachDB Community License Agreement (the “Agreement”) carefully before using CockroachDB (as defined below), which is offered by Cockroach Labs, Inc. or its affiliated Legal Entities (“Cockroach Labs”).
By downloading CockroachDB or using it in any manner, You agree that You have read and agree to be bound by the terms of this Agreement. If You are accessing CockroachDB on behalf of a Legal Entity, You represent and warrant that You have the authority to agree to these terms on its behalf and the right to bind that Legal Entity to this Agreement. Use of CockroachDB is expressly conditioned upon Your assent to all the terms of this Agreement, to the exclusion of all other terms.
1. Definitions. In addition to other terms defined elsewhere in this Agreement, the terms below have the following meanings.
(a) “CockroachDB” shall mean the SQL database software provided by Cockroach Labs, including both CockroachDB Core and CockroachDB Enterprise editions, as defined below.
(b) “CockroachDB Core” shall mean the version of CockroachDB, available free of charge at https://github.com/cockroachdb/cockroach
(c) “CockroachDB Enterprise Edition” shall mean the additional features made available by Cockroach Labs, the use of which is subject to additional terms set out below.
(d) “Contribution” shall mean any work of authorship, including the original version of the Work and any modifications or additions to that Work or Derivative Works thereof, that is intentionally submitted Cockroach Labs for inclusion in the Work by the copyright owner or by an individual or Legal Entity authorized to submit on behalf of the copyright owner. For the purposes of this definition, “submitted” means any form of electronic, verbal, or written communication sent to Cockroach Labs or its representatives, including but not limited to communication on electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, Cockroach Labs for the purpose of discussing and improving the Work, but excluding communication that is conspicuously marked or otherwise designated in writing by the copyright owner as “Not a Contribution.”
(e) “Contributor” shall mean any copyright owner or individual or Legal Entity authorized by the copyright owner, other than Cockroach Labs, from whom Cockroach Labs receives a Contribution that Cockroach Labs subsequently incorporates within the Work.
(f) “Derivative Works” shall mean any work, whether in Source or Object form, that is based on (or derived from) the Work, such as a translation, abridgement, condensation, or any other recasting, transformation, or adaptation for which the editorial revisions, annotations, elaborations, or other modifications represent, as a whole, an original work of authorship. For the purposes of this License, Derivative Works shall not include works that remain separable from, or merely link (or bind by name) to the interfaces of, the Work and Derivative Works thereof.
(g) “Legal Entity” shall mean the union of the acting entity and all other entities that control, are controlled by, or are under common control with that entity. For the purposes of this definition, “control” means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity.
(h) “License” shall mean the terms and conditions for use, reproduction, and distribution of a Work as defined by this Agreement.
(i) “Licensor” shall mean Cockroach Labs or a Contributor, as applicable.
(j) “Object” form shall mean any form resulting from mechanical transformation or translation of a Source form, including but not limited to compiled object code, generated documentation, and conversions to other media types.
(k) “Source” form shall mean the preferred form for making modifications, including but not limited to software source code, documentation source, and configuration files.
(l) “Third Party Works” shall mean Works, including Contributions, and other technology owned by a person or Legal Entity other than Cockroach Labs, as indicated by a copyright notice that is included in or attached to such Works or technology.
(m) “Work” shall mean the work of authorship, whether in Source or Object form, made available under a License, as indicated by a copyright notice that is included in or attached to the work.
(n) “You” (or “Your”) shall mean an individual or Legal Entity exercising permissions granted by this License.
(a) License to CockroachDB Core. The License for the applicable version of CockroachDB Core can be found on the Cockroach DB Licensing FAQs page and in the applicable license file at the CockroachDB GitHub. CockroachDB Core is a no-cost, entry-level license and as such, contains the following disclaimers: NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, COCKROACHDB CORE IS PROVIDED “AS IS” AND “AS AVAILABLE”, AND ALL EXPRESS OR IMPLIED WARRANTIES ARE EXCLUDED AND DISCLAIMED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USE IN TRADE. For clarity, the terms of this Agreement, other than the relevant definitions in Section 1 and this Section 2(a) do not apply to CockroachDB Core.
(b) License to CockroachDB Enterprise Edition.
i Grant of Copyright License: Subject to the terms of this Agreement, Licensor hereby grants to You a worldwide, non-exclusive, non-transferable limited license to reproduce, prepare Enterprise Derivative Works (as defined below) of, publicly display, publicly perform, sublicense, and distribute CockroachDB Enterprise Edition for Your business purposes, for so long as You are not in violation of this Section 2(b) and are current on all payments required by Section 4 below.
ii Grant of Patent License: Subject to the terms of this Agreement, Licensor hereby grants to You a worldwide, non-exclusive, non-transferable limited patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer CockroachDB Enterprise Edition, where such license applies only to those patent claims licensable by Licensor that are necessarily infringed by their Contribution(s) alone or by combination of their Contribution(s) with the Work to which such Contribution(s) was submitted. If You institute patent litigation against any entity (including a cross-claim or counterclaim in a lawsuit) alleging that the Work or a Contribution incorporated within the Work constitutes direct or contributory patent infringement, then any patent licenses granted to You under this License for that Work shall terminate as of the date such litigation is filed.
iii License to Third Party Works: From time to time Cockroach Labs may use, or provide You access to, Third Party Works in connection with CockroachDB Enterprise Edition. You acknowledge and agree that in addition to this Agreement, Your use of Third Party Works is subject to all other terms and conditions set forth in the License provided with or contained in such Third Party Works. Some Third Party Works may be licensed to You solely for use with CockroachDB Enterprise Edition under the terms of a third party License, or as otherwise notified by Cockroach Labs, and not under the terms of this Agreement. You agree that the owners and third party licensors of Third Party Works are intended third party beneficiaries to this Agreement.
3. Support. From time to time, in its sole discretion, Cockroach Labs may offer professional services or support for CockroachDB, which may now or in the future be subject to additional fees.
4. Fees for CockroachDB Enterprise Edition or CockroachDB Support.
(a) Fees. The License to CockroachDB Enterprise Edition is conditioned upon Your entering into a signed written agreement with Cockroach Labs for its use (a “Paid Enterprise License”) and timely paying Cockroach Labs for such Paid Enterprise License; provided that features of CockroachDB Enterprise Edition that are not designated as “Enterprise features” at https://www.cockroachlabs.com/docs/stable/enterprise-licensing.html and do not require a license key (e.g. the feature does not require the use of the ‘enterprise.license’ cluster setting, and the software has not been modified to remove such a requirement) may be used for free under the terms of the Agreement without a Paid Enterprise License. Any professional services or support for CockroachDB may also be subject to Your payment of fees, which will be specified by Cockroach Labs when you sign up to receive such professional services or support. Cockroach Labs reserves the right to change the fees at any time with prior written notice; for recurring fees, any such adjustments will take effect as of the next pay period.
(b) Overdue Payments and Taxes. Overdue payments are subject to a service charge equal to the lesser of 1.5% per month or the maximum legal interest rate allowed by law, and You shall pay all Cockroach Labs’ reasonable costs of collection, including court costs and attorneys’ fees. Fees are stated and payable in U.S. dollars and are exclusive of all sales, use, value added and similar taxes, duties, withholdings and other governmental assessments (but excluding taxes based on Cockroach Labs’ income) that may be levied on the transactions contemplated by this Agreement in any jurisdiction, all of which are Your responsibility unless you have provided Cockroach Labs with a valid tax-exempt certificate.
(c) Record-keeping and Audit. If fees for CockroachDB Enterprise Edition are based on the number of cores or servers running on CockroachDB Enterprise Edition or another use-based unit of measurement, You must maintain complete and accurate records with respect Your use of CockroachDB Enterprise Edition and will provide such records to Cockroach Labs for inspection or audit upon Cockroach Labs’ reasonable request. If an inspection or audit uncovers additional usage by You for which fees are owed under this Agreement, then You shall pay for such additional usage at Cockroach Labs’ then-current rates.
5. Trial License. If You have signed up for a trial or evaluation of CockroachDB Enterprise Edition, Your License to CockroachDB Enterprise Edition is granted without charge for the trial or evaluation period specified when You signed up, or if no term was specified, for thirty (30) calendar days, provided that Your License is granted solely for purposes of Your internal evaluation of Cockroach Enterprise Edition during the trial or evaluation period (a “Trial License”). You may not use CockroachDB Enterprise Edition under a Trial License more than once in any twelve (12) month period. Cockroach Labs may revoke a Trial License at any time and for any reason. Sections 3, 4, 9 and 11 of this Agreement do not apply to Trial Licenses.
6. Redistribution. You may reproduce and distribute copies of the Work or Derivative Works thereof in any medium, with or without modifications, and in Source or Object form, provided that You meet the following conditions:
(a) You must give any other recipients of the Work or Derivative Works a copy of this License; and
(b) You must cause any modified files to carry prominent notices stating that You changed the files; and
(c) You must retain, in the Source form of any Derivative Works that You distribute, all copyright, patent, trademark, and attribution notices from the Source form of the Work, excluding those notices that do not pertain to any part of the Derivative Works; and
(d) If the Work includes a “NOTICE” text file as part of its distribution, then any Derivative Works that You distribute must include a readable copy of the attribution notices contained within such NOTICE file, excluding those notices that do not pertain to any part of the Derivative Works, in at least one of the following places: within a NOTICE text file distributed as part of the Derivative Works; within the Source form or documentation, if provided along with the Derivative Works; or, within a display generated by the Derivative Works, if and wherever such third-party notices normally appear. The contents of the NOTICE file are for informational purposes only and do not modify the License. You may add Your own attribution notices within Derivative Works that You distribute, alongside or as an addendum to the NOTICE text from the Work, provided that such additional attribution notices cannot be construed as modifying the License.
You may add Your own copyright statement to Your modifications and may provide additional or different license terms and conditions for use, reproduction, or distribution of Your modifications, or for any such Derivative Works as a whole, provided Your use, reproduction, and distribution of the Work otherwise complies with the conditions stated in this License.
(e) Enterprise Derivative Works: Derivative Works of CockroachDB Enterprise Edition (“Enterprise Derivative Works”) may be made, reproduced and distributed in any medium, with or without modifications, in Source or Object form, provided that each Enterprise Derivative Work will be considered to include a License to CockroachDB Enterprise Edition and thus will be subject to the payment of fees to Cockroach Labs by any user of the Enterprise Derivative Work.
7. Submission of Contributions. Unless You explicitly state otherwise, any Contribution intentionally submitted for inclusion in CockroachDB by You to Cockroach Labs shall be under the terms and conditions of https://cla-assistant.io/cockroachdb/cockroach (which is based off of the Apache License), without any additional terms or conditions, payments of royalties or otherwise to Your benefit. Notwithstanding the above, nothing herein shall supersede or modify the terms of any separate license agreement You may have executed with Cockroach Labs regarding such Contributions.
8. Trademarks. This License does not grant permission to use the trade names, trademarks, service marks, or product names of Licensor, except as required for reasonable and customary use in describing the origin of the Work and reproducing the content of the NOTICE file.
9. Limited Warranty.
(a) Warranties.Cockroach Labs warrants to You that: (i) CockroachDB Enterprise Edition will materially perform in accordance with the applicable documentation for ninety (90) days after initial delivery to You; and (ii) any professional services performed by Cockroach Labs under this Agreement will be performed in a workmanlike manner, in accordance with general industry standards.
(b) Exclusions. Cockroach Labs’ warranties in this Section 9 do not extend to problems that result from: (i) Your failure to implement updates issued by Cockroach Labs during the warranty period; (ii) any alterations or additions (including Enterprise Derivative Works and Contributions) to CockroachDB not performed by or at the direction of Cockroach Labs; (iii) failures that are not reproducible by Cockroach Labs; (iv) operation of CockroachDB Enterprise Edition in violation of this Agreement or not in accordance with its documentation; (v) failures caused by software, hardware or products not licensed or provided by Cockroach Labs hereunder; or (vi) Third Party Works.
(c) Remedies. In the event of a breach of a warranty under this Section 9, Cockroach Labs will, at its discretion and cost, either repair, replace or re-perform the applicable Works or services or refund a portion of fees previously paid to Cockroach Labs that are associated with the defective Works or services. This is Your exclusive remedy, and Cockroach Labs’ sole liability, arising in connection with the limited warranties herein.
10. Disclaimer of Warranty. Except as set out in Section 9, unless required by applicable law, Licensor provides the Work (and each Contributor provides its Contributions) on an “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, arising out of course of dealing, course of performance, or usage in trade, including, without limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, CORRECTNESS, RELIABILITY, or FITNESS FOR A PARTICULAR PURPOSE, all of which are hereby disclaimed. You are solely responsible for determining the appropriateness of using or redistributing Works and assume any risks associated with Your exercise of permissions under the applicable License for such Works.
11. Limited Indemnity.
(a) Indemnity. Cockroach Labs will defend, indemnify and hold You harmless against any third party claims, liabilities or expenses incurred (including reasonable attorneys’ fees), as well as amounts finally awarded in a settlement or a non-appealable judgement by a court (“Losses”), to the extent arising from any claim or allegation by a third party that CockroachDB Enterprise Edition infringes or misappropriates a valid United States patent, copyright or trade secret right of a third party; provided that You give Cockroach Labs: (i) prompt written notice of any such claim or allegation; (ii) sole control of the defense and settlement thereof; and (iii) reasonable cooperation and assistance in such defense or settlement. If any Work within CockroachDB Enterprise Edition becomes or, in Cockroach Labs’ opinion, is likely to become, the subject of an injunction, Cockroach Labs may, at its option, (A) procure for You the right to continue using such Work, (B) replace or modify such Work so that it becomes non-infringing without substantially compromising its functionality, or, if (A) and (B) are not commercially practicable, then (C) terminate Your license to the allegedly infringing Work and refund to You a prorated portion of the prepaid and unearned fees for such infringing Work. The foregoing states the entire liability of Cockroach Labs with respect to infringement of patents, copyrights, trade secrets or other intellectual property rights.
(b) Exclusions. The foregoing obligations shall not apply to: (i) Works modified by any party other than Cockroach Labs (including Enterprise Derivative Works and Contributions), if the alleged infringement relates to such modification, (ii) Works combined or bundled with any products, processes or materials not provided by Cockroach Labs where the alleged infringement relates to such combination, (iii) use of a version of CockroachDB Enterprise Edition other than the version that was current at the time of such use, as long as a non-infringing version had been released, (iv) any Works created to Your specifications, (v) infringement or misappropriation of any proprietary right in which You have an interest, or (vi) Third Party Works. You will defend, indemnify and hold Cockroach Labs harmless against any Losses arising from any such claim or allegation, subject to conditions reciprocal to those in Section 11(a).
12. Limitation of Liability. In no event and under no legal or equitable theory, whether in tort (including negligence), contract, or otherwise, unless required by applicable law (such as deliberate and grossly negligent acts), and notwithstanding anything in this Agreement to the contrary, shall Licensor or any Contributor be liable to You for (i) any amounts in excess, in the aggregate, of the fees paid by You to Cockroach Labs under this Agreement in the twelve (12) months preceding the date the first cause of liability arose), or (ii) any indirect, special, incidental, punitive, exemplary, reliance, or consequential damages of any character arising as a result of this Agreement or out of the use or inability to use the Work (including but not limited to damages for loss of goodwill, profits, data or data use, work stoppage, computer failure or malfunction, cost of procurement of substitute goods, technology or services, or any and all other commercial damages or losses), even if such Licensor or Contributor has been advised of the possibility of such damages. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
13. Accepting Warranty or Additional Liability. While redistributing Works or Derivative Works thereof, and without limiting your obligations under Section 6, You may choose to offer, and charge a fee for, acceptance of support, warranty, indemnity, or other liability obligations and/or rights consistent with this License. However, in accepting such obligations, You may act only on Your own behalf and on Your sole responsibility, not on behalf of any other Contributor, and only if You agree to indemnify, defend, and hold Cockroach Labs and each other Contributor harmless for any liability incurred by, or claims asserted against, such Contributor by reason of your accepting any such warranty or additional liability.
(a) Relationship of Parties. You and Cockroach Labs are independent contractors, and nothing herein shall be deemed to constitute either party as the agent or representative of the other or both parties as joint venturers or partners for any purpose.
(b) Export Control. You shall comply with the U.S. Foreign Corrupt Practices Act and all applicable export laws, restrictions and regulations of the U.S. Department of Commerce, and any other applicable U.S. and foreign authority.
(c) Assignment. This Agreement and the rights and obligations herein may not be assigned or transferred, in whole or in part, by You without the prior written consent of Cockroach Labs. Any assignment in violation of this provision is void. This Agreement shall be binding upon, and inure to the benefit of, the successors and permitted assigns of the parties.
(d) 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 conflicts of laws provisions thereof, and without regard to the Uniform Computer Information Transactions Act.
(e) Attorneys’ Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover its costs, expenses and attorneys’ fees.
(f) Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement otherwise remains in full force and effect and enforceable.
(g) Entire Agreement; Waivers; Modification. This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all proposals, understandings, or discussions, whether written or oral, relating to the subject matter of this Agreement and all past dealing or industry custom. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. No changes, modifications or waivers to this Agreement will be effective unless in writing and signed by both parties.