CockroachDB Self-hosted License Agreement

This CockroachDB Self-hosted License Agreement (together with any Orders entered into hereunder, attachments hereto or terms and conditions incorporated herein by reference, the “Agreement”) is between the Cockroach Labs entity specified set forth in the signature page hereto or an Order which refers to this Agreement (“Cockroach Labs”, “we”, or “us”) and the person or entity set forth in the signature page hereto or an Order which refers to this Agreement (“Company” or “you”). Company and Cockroach Labs may be referred to herein together as the “Parties” or individually as a “Party”. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Company and Cockroach Labs agree as follows:

  1. Definitions. Certain capitalized terms used herein are set forth below; other terms shall have the respective meanings set forth elsewhere in the Agreement or the applicable Order(s).

“Affiliates” means with respect to a party, an entity that directly or indirectly controls, is controlled by, or is under common control with such party.  For purposes of this definition, “control” means direct or indirect ownership or control of either more than 50% of the voting interests of the subject entity or the power to direct the management or policies of the subject entity.

“Applications” means the Company applications that are specified in the Order, if any, for use in connection with CockroachDB.

“Beta Features” means any Software versions or features or Services delineated as “Beta” or “Alpha” or other label identifying such Service or feature as being made available on pre-production release or testing basis.

“CockroachDB” means downloadable software designated as “CockroachDB” made available by Cockroach Labs to Company hereunder, and includes updates or other new versions or releases thereof that are made generally available by Cockroach Labs to its CockroachDB customers during the Term.

“CockroachDB Derivative Works” means any work, whether in source or object form, that is based on or derived from CockroachDB, 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 clarity, CockroachDB Derivative Works shall not include works that remain separable from, or merely link (or bind by name) to the interfaces of, CockroachDB and CockroachDB Derivative Works.

“Confidential Information” means confidential and non-public information that is provided by one party to the other party hereunder and which is marked or otherwise identified as proprietary or confidential, or which by its nature would be understood by a reasonable person to be confidential.

“Documentation” means the official technical documentation made available by Cockroach Labs regarding the proper use and available functionality of CockroachDB, currently made available at https://www.cockroachlabs.com/docs. 

“Fees” means the fees set forth on the applicable Order(s).

“Laws” means all laws, rules and regulations of the United States and of any other applicable legal authority.

“License” shall mean the terms and conditions for use, reproduction, and distribution of a Work.

“Non-Production” refers to use of Software or Services for development, quality assurance, staging or testing purposes.

“Order” means an order for the purchase of Software or Services that has been executed by both Company and Cockroach Labs subject to this Agreement. 

“Production” refers to use of Software or Services for a purpose which does not qualify as Non-Production. 

“Release Support Policy” means the release support policies set forth at https://www.cockroachlabs.com/docs/releases/release-support-policy.

“Services” means the technical support for CockroachDB, made available by Cockroach Labs to Company pursuant to Order(s) entered into hereunder. 

“Software” means CockroachDB software made available by Cockroach Labs to Company pursuant to Order(s) entered into hereunder.

“Subcontractor” means, with respect to a Party, a subcontractor, consultant, third-party service provider, or agent engaged by such Party in connection with its use or provision of Software or Services.

“Support Policy” means the customer and product support policies set forth at https://www.cockroachlabs.com/terms-and-conditions/cockroachdb-support-policy/ 

“Third Party Works” means 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.

“Usage Data” means tracking data regarding your use of the Software or Services (e.g., tracking engagement with a particular feature); provided that Usage Data excludes any data that you upload, manage and use with the Software or Services.

“vCPU” means a virtual central processing unit. For purposes of determining Software usage under an Order, the number of vCPUs used by a processor is equal to the number of hardware threads on that processor that are provisioned to simultaneously run the Software.

“Work” means 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.

  1. THIS AGREEMENT; ORDERS. Company and Cockroach Labs may enter into Orders from time to time under this Agreement. This Agreement solely governs any use of Software or Services made available pursuant to such Order except to the extent expressly indicated otherwise in such Order.  
  2. LICENSES AND SUPPORT.
    1. 3.1 License to CockroachDB. Subject to the terms of the Agreement and the applicable Order, Cockroach Labs grants Company a non-exclusive, non-transferable, worldwide license to install, access, and use CockroachDB for Company’s Applications (to the extent specified). Company will not create CockroachDB Derivative Works, provided that upon Company’s request, the Parties will negotiate in good faith an addendum to this Agreement to allow Company to create CockroachDB Derivative Works.
    2. 3.2 License to Third Party Materials. Cockroach Labs may provide Company access to Third Party Works in connection with its performance hereunder. Any Third Party Works incorporated into CockroachDB will be expressly identified within the CockroachDB source code made available to Company. Company agrees to comply with the license(s) provided with any Third Party Works that Company uses and agrees that the owners and third party licensors of Third Party Works may enforce such license(s) against Company directly.
    3. 3.3 Customer Support.Cockroach Labs will provide Company technical support for supported releases in accordance with the Support Policy.
    4. 3.4 Beta Features.  Company expressly acknowledges that Beta Features that are made available to it are still undergoing testing and may still have defects or other bugs which are not yet identified or which, even if known to Cockroach Labs, have not been communicated to Company or corrected. Cockroach Labs has no obligation to maintain or fix Beta Features or to ever release Beta Features as production Services or Software features. Company understands that its use of Beta Features is at its own risk and that no warranties set forth in this Agreement will apply to Beta Features. 
  3. PAYMENT; TAXES.  
    1. 4.1 Payment. Cockroach Labs will bill Company the Fees in accordance with the payment terms set forth in the applicable Order and Company will pay such Fees within thirty (30) days from the date of Cockroach Labs’ invoice. Subject to the foregoing, Fees are due in advance upon the commencement of each Order unless expressly specified otherwise in such Order. Payment will be made without any right of set-off or deduction.  Fees will be accrued and paid in US dollars and are nonrefundable. 
    2. 4.2 Late Payment.  Amounts not paid when due will accrue interest at the rate of one and one-half percent (1.5%) per month or at the highest amount permitted by applicable law (if lower) and any costs of collection incurred by Cockroach Labs. For payments that are late, without limiting Cockroach Labs’ other rights and remedies, Cockroach Labs may immediately suspend Company’s access to or require Company to cease using the applicable Software and Services until payment in full has been made.
    3. 4.3 Taxes.  Except and solely to the extent as otherwise indicated by Cockroach Labs, Fees are exclusive of applicable local, state, federal and international sales, value added, withholding and other taxes and duties of any kind. Company shall be responsible for payment of such taxes and duties of any kind, whether foreign or domestic, other than taxes based on Cockroach Labs’ net income. Without limitation, Company will be responsible for all applicable sales taxes unless it first claims a sales tax exemption by providing Cockroach Labs with an exemption certificate acceptable to the applicable authorities.
  4. TERM AND TERMINATION.
    1. 5.1 Term; Automatic Renewal. This Agreement will be effective from the date it is entered into and continue until all Orders entered into hereunder have terminated (the “Term”).  Unless expressly stated otherwise, Orders entered into under this Agreement and all Software and Services licensed thereunder, excluding any Software or Services that expires prior to the end date of the Order, will automatically renew for successive one (1) year terms at the same rates (adjusted pro rata to be an annual rate as applicable) unless either Party gives at least sixty (60) days’ notice of non-renewal prior to the expiration of the then-current term of such Order.
    2. 5.2 Suspension; Termination for Breach or Cause. Cockroach Labs may suspend in whole or in part use of Software or Services hereunder immediately if (a) Cockroach Labs has a good faith reasonable belief that the use of the applicable Software or Service hereunder (i) poses a material risk to the Software or Service, to Cockroach Labs or Cockroach Labs’ vendors, partners, or customers, (ii) violates this Agreement or applicable law, or (iii) infringes or violates any third party right, or (b) Company has made an assignment for the benefit of creditors or similar disposition of assets, or become the subject of any bankruptcy, liquidation, reorganization, dissolution, or similar proceeding. Either Party may terminate this Agreement or an Order for cause if the other Party materially breaches this Agreement or that Order (as applicable) and does not remedy that breach within thirty (30) days after receipt of notice of the breach. If Cockroach Labs suspends or terminates Company’s use of any Software or Services in whole or in part pursuant to this section, all Fees which would have been otherwise owed in respect of such Software or Services pursuant to the Order absent such suspension or termination will be due and payable within thirty (30) days, without discount or pro rata reduction. 
    3. 5.3 Effect of Termination.  Upon termination of any Order or this Agreement, all rights granted to Company under that Order or this Agreement will immediately terminate and Company will immediately cease use of the applicable license keys provided and the Software and Services licensed hereunder.  Notwithstanding termination of this Agreement or any Order, any provisions of this Agreement or any Order that by their nature are intended to survive, will survive termination.
  5. PROPRIETARY RIGHTS.
    1. 6.1 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 Software and Services, including their interfaces, extensions and derivative works, 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. 6.2 Feedback. Company is not required to give Cockroach Labs any request, suggestions, enhancement ideas, specifications, or other feedback regarding the Software or Services (“Feedback”). If Company does provide Feedback, Company grants Cockroach Labs and its Affiliates a worldwide, perpetual, irrevocable, fully paid and royalty-free right to fully exploit, use and incorporate into Cockroach Labs’ products, services or software any such Feedback.
    3. 6.3 Usage Data. Cockroach Labs may track and analyze Usage Data to provide, maintain, protect and improve the Software and Services and to create aggregated and anonymized statistics.  Cockroach Labs will provide Company instructions for disabling the sharing of Usage Data through CockroachDB upon request.  
  6. CONFIDENTIALITY.
    1. 7.1 Confidentiality Obligations. Cockroach Labs and Company will retain in confidence all Confidential Information transmitted by the other party to it during the term of this Agreement, and, solely to the extent retained by Cockroach Labs or Company in accordance with the terms hereof, for a period of three (3) years beyond the Term. The parties will make no use of the other party’s Confidential Information except to further the purposes set forth in this Agreement. In the event of termination of this Agreement, each Party will delete the other Party’s Confidential Information upon request, subject to retaining such copies of Confidential Information as may be required for such Party’s compliance with internal backup policies or applicable law. 
    2. 7.2 Exclusions;Required Disclosures. Notwithstanding Section 6.1 (Confidentiality Obligations), neither Cockroach Labs, nor Company shall have an obligation to maintain the confidentiality of Confidential Information that (a) is now or subsequently becomes generally known or available by publication, commercial use or otherwise through no fault of the recipient; (b) is rightfully known by the recipient at the time of disclosure and is not subject to restriction; (c) is independently developed by the recipient without use of the discloser’s Confidential Information; or (d) is lawfully obtained from a third-party who has the right to make such disclosure and is not subject to restriction. Further, a Party may disclose Confidential Information as required by government or judicial order, provided the recipient gives the disclosing party written notice prior to such disclosure and complies with any protective order (or equivalent) imposed on such disclosure.
  7. REPRESENTATIONS AND OBLIGATIONS.
    1. 8.1 Mutual Representations and Obligations.  The Parties each represent and covenant that they have all necessary rights and authority to enter into this Agreement and each Order.
    2. 8.2 Cockroach Representations and Obligations.  Cockroach Labs represents and covenants that it has and will have all necessary rights and authority to provide the Software and Services to Company.  Cockroach Labs will (a) perform all Services in a professional and workmanlike manner and (b) comply with applicable Laws in its performance hereunder.  
    3. 8.3 Company Representations and Obligations.  Company will (a) not use the Services or Software in a way that violates, or causes Cockroach to violate, any applicable Laws, (b) not alter or remove any proprietary rights notices or legends appearing on or in the Software, or (c) be responsible for all use of the Software or Services hereunder, including without limitation any unauthorized use of Company’s Services accounts. 
  8. WARRANTY
    1. 9.1 Limited Warranty. Cockroach Labs warrants to Company that CockroachDB will perform materially in accordance with the Documentation for ninety (90) days after it is first purchased by Company (the “Warranty Period”).  
    2. 9.2 Exclusions. Cockroach Labs’ warranty in this Section 9 (Warranty) does not extend to Beta Features, or to issues that result from: (i) Company’s failure to implement updates issued by Cockroach Labs during the Warranty Period; (ii) any alterations or additions 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 in violation of this Agreement or not in accordance with its Documentation; (v) failures caused by software, hardware or products not licensed by Cockroach Labs to Company hereunder; (vi) Third Party Works; or (vii) Company’s use of any version of CockroachDB after the Maintenance Support end date for such version pursuant to the Release Support Policy.
    3. 9.3 Remedies. In the event of a breach of a warranty under this section, Cockroach Labs will, at its discretion and cost, either repair or replace the CockroachDB feature(s) that were the subject of the breach of warranty or refund a portion of fees previously paid to Cockroach Labs that are associated with the CockroachDB features(s) 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.
    4. 9.4 DISCLAIMER OF WARRANTY. EXCEPT AS SET OUT IN SECTION 9 (WARRANTY) HEREOF, UNLESS REQUIRED BY APPLICABLE LAW, SOFTWARE IS 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.  COCKROACH LABS AND ITS SUPPLIERS DO NOT WARRANT THAT COCKROACHDB WILL MEET COMPANY'S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ERRORS WILL BE CORRECTED.
  9. INDEMNITY.
    1. 10.1 Company Indemnity. Company shall indemnify, defend, and hold Cockroach Labs and its Affiliates and licensors, and its and their employees, officers, directors, and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and court costs) to the extent arising out of or in connection with Company’s use of or access to the Software or Services, except for Cockroach Indemnified Claims.
    2. 10.2 Cockroach Labs Indemnity.  Cockroach Labs shall indemnify, defend, and hold Company harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and court costs) to the extent arising out of or in connection with a third-party claim that the Software or Services infringes or misappropriates such third party’s intellectual property rights (a “Cockroach Indemnified Claim”). Cockroach Indemnified Claims do not include: (a) combinations or use of the Software or Services with any products, processes or materials not provided by Cockroach Labs where the alleged infringement relates to such combination or use, (b) modifications to the Software or Services made by Company or on Company’s behalf by any third party, any unauthorized third party, or made by Cockroach Labs at Company’s request, to the extent the alleged infringement relates to such modification, (c) infringement or misappropriation of any intellectual property right in which Company has an interest, or (d) any Third Party Works (if applicable). If the Software or Services become, or, in Cockroach Labs’ opinion, is likely to become the subject of an injunction, Cockroach Labs may, at its option and in its sole discretion, (i) procure for Company the right to continue using such Software or Service as contemplated hereunder, (ii) modify the Software or Service to make it non-infringing (without substantially compromising its functionality), or, if (i) and (ii) are not reasonably practicable, then (iii) terminate Company’s right to use the Software or Service and refund applicable Fees actually paid for the applicable Software or Service with a prorated deduction to account for Company’s use thereof prior to such termination of use.  The foregoing states the entire liability of Cockroach Labs with respect to infringement of intellectual property rights.  
    3. 10.3 Indemnity Procedure.  Each party’s indemnification obligations under this Agreement are expressly contingent upon the party seeking indemnification giving the indemnifying party: (a) prompt written notice of any such claim or allegation for which indemnity is sought; (b) sole control over the defense and settlement thereof; and (c) reasonable assistance in such defense or settlement as the indemnifying party may request.
  10. LIMITATION OF LIABILITY.
    1. 11.1 Exclusions. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING ANY LOST PROFIT, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    2. 11.2 Aggregate Liability. IN ANY EVENT, AND NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, EXCEPT WITH RESPECT TO A PARTY’S GROSS NEGLIGENCE, WILFUL MISCONDUCT OR INTENTIONAL BREACH OR COMPANY’S PAYMENT OBLIGATIONS, THE AGGREGATE LIABILITY OF EACH PARTY FOR ANY REASON AND UPON ANY CAUSE OF ACTION UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAYABLE TO COCKROACH LABS BY COMPANY DURING THE TWELVE (12) MONTHS PRIOR TO WHEN THE CAUSE OF ACTION AROSE.
  11. MISCELLANEOUS.
    1. 12.1 Governing Law; Attorneys’ Fee; Severability; Notice.  This Agreement is made under and will be governed by and construed in accordance with the laws of the State of New York, without applying conflicts of law rules and without regard to the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act as may be enacted in any applicable jurisdiction. THE JURISDICTION AND VENUE FOR ALL DISPUTES HEREUNDER WILL BE THE STATE AND FEDERAL COURTS IN THE COUNTY AND STATE OF NEW YORK, AND THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS. If any provision of the Agreement is found unenforceable, it and any related provisions will be interpreted to best accomplish the unenforceable provision’s essential purpose. All notices under this Agreement must be in English and in writing.  Company may notify Cockroach Labs by certified or registered mail, return receipt requested, sent to 125 W 25th Street, 11th Floor, New York, NY 10001, ATTN: Legal Notice or by email to notices@cockroachlabs.com. Cockroach Labs may notify Company by certified or registered mail, return receipt requested, sent to the address and email provided by Company on the Order.
    2. 12.2 Assignment. Neither Party may assign this Agreement or its rights or obligations under this Agreement to any person or party, whether by operation of law or otherwise, without the other Party’s prior written consent, except that this Agreement may be assigned without consent to a person or entity who acquires all or substantially all of the assigning Party’s assets, stock, or business, or by Cockroach Labs to its Affiliate.
    3. 12.3 Audit.  If the Fees in an Order are based on the number of cores or servers running Software or another use-based unit of measurement, Company must accurately monitor its use of Software to ensure it stays within the prescribed limits during the Order term and maintain complete and accurate records of such monitoring for a trailing period of no less than three years. Upon request, Company will provide Cockroach Labs copies of such records and a reasonably detailed explanation of the methodologies used for monitoring and tracking its use of Software.  If Company fails to maintain or provide such records, in addition to any other rights and remedies hereunder, Cockroach Labs may audit Company’s applicable systems, books and records to confirm Company’s actual usage of Software. The audit will be conducted with advance notice and during normal business hours in a manner designed to not unreasonably interfere with Company’s normal business operations. Each Party will bear its own costs associated with the audit; provided that Company will reimburse Cockroach Labs’ audit-related costs in the event the audit reveals underpayment by Company.  If Company’s records or an audit uncovers underpayment by Company, then Company will immediately pay for such additional usage at Cockroach Labs’ then-current rates plus interest accruing at the rate of one and one-half percent (1.5%) per month or at the highest amount permitted by applicable law (if lower) from the date such additional usage would have otherwise been owed.  Any repeated, willful, or intentional failure to proactively report and pay Cockroach Labs for additional usage is a material breach of this Agreement. 
    4. 12.4 Subcontractors. Each Party is permitted to use Subcontractors in connection with this Agreement, provided that it is liable for their acts or omissions as if they were such Party’s own acts and omissions.
    5. 12.5 No Waiver; Limitations.  Failure by either Party to exercise any right or remedy under this Agreement does not signify acceptance of the event giving rise to such right or remedy. To the extent permitted by applicable law, no action, regardless of form, arising out of this Agreement may be brought by Company more than one (1) year after the cause of action has accrued.
    6. 12.6 Export and Trade Compliance.  Company will comply with all applicable import, export, and sanctions Laws, including without limitation applicable economic sanctions programs administered by the U.S. Treasury Department’s Office of Foreign Assets Control and export regulations administered by the U.S. Commerce Department’s Bureau of Industry and Security. Company represents and warrants that neither Company, nor Company’s employees or any party that owns or controls Company, nor any third party that Company enables to access the Software or Services, is subject to sanctions or designated on any list of prohibited or restricted parties, including those maintained by the UN Security Council, the U.S. Government (including Specially Designated Nationals and Blocked Persons or Foreign Sanctions Evaders Lists), the European Union, or other applicable government authority.
    7. 12.7 U.S. Government Restricted Rights.   Elements of the Software or Services may be commercial computer software. If the Software or Services are being acquired by or on behalf of the U.S. Government, the government's rights in such software and any documentation, including its rights to use, modify, reproduce, release, perform, display or disclose software or any documentation, is restricted by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Software and Services are developed fully at private expense. All other use is prohibited.
    8. 12.8 Force Majeure.  Except for performance of a payment obligation, neither Party will be liable to the other by reason of any failure in performance of this Agreement if the failure arises out of the unavailability of communications facilities or energy sources, acts of God, acts of the other party, acts of governmental authority, fires, strikes, delays in transportation, riots, terrorism, war, epidemics or pandemics, or any causes beyond the reasonable control of that Party.
    9. 12.9 Publicity.  During the Term of this Agreement, Cockroach Labs may include Company’s name and logo in customer lists and informational materials related to the Software or Services.  Company agrees to be a reference for Cockroach Labs and participate in a case study upon Cockroach’s request.  Company agrees to participate in a press release regarding Company’s use of the Software or Services, as mutually agreed upon.  Neither party shall release its press release without first providing such press release to the other party for its review and approval. Neither Party will use the other’s name or logo other than as permitted under this Agreement or as otherwise authorized by such Party. 
    10. 12.10 Entire Agreement; Modifications.  This Agreement together with the applicable web pages incorporated herein by reference constitute the entire agreement between the Parties hereto pertaining to the subject matter hereof, and any and all written or oral agreements heretofore existing between the Parties hereto are expressly cancelled.  Any modifications or waivers of this Agreement must be in writing and signed by both Parties hereto, provided that Cockroach Labs may amend this Agreement (including any applicable web pages incorporated herein by reference) by posting an updated version of this Agreement and informing you 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.