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:
- 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.html.
“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.
- 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.
- LICENSES AND SUPPORT.
- PAYMENT; TAXES.
- TERM AND TERMINATION.
- PROPRIETARY RIGHTS.
- REPRESENTATIONS AND OBLIGATIONS.
- LIMITATION OF LIABILITY.