BYOC Services Terms and Conditions

These BYOC Services Terms and Conditions are Product-Specific Terms, which apply solely to the extent the Parties enter into an Order for use of the BYOC Services (as defined herein) under the Agreement. These BYOC Services Terms and Conditions incorporate and supplement the Cloud Managed Services Terms and Conditions, which also apply to BYOC Services. Capitalized terms not defined herein shall have the meanings set forth in the Cloud Managed Services Terms and Conditions or the Agreement, as applicable. In the event of a conflict between these BYOC Services Terms and Conditions and the Cloud Managed Services Terms and Conditions, these BYOC Services Terms and Conditions shall control with respect to the applicable BYOC Services.

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).
1.1. “Authorized Cloud Provider” means a third-party cloud infrastructure provider that Cockroach Labs has authorized for use in connection with the BYOC Services.
1.2. “Bring Your Own Cloud Services" or "BYOC Services” means a deployment option of the Cloud Managed Services in which Cockroach Labs provisions, manages, and makes available CockroachDB to Company directly in the Company Cloud Environment.
1.3. “Cloud Environment” means a public cloud computing environment hosted by a cloud infrastructure provider.
1.4. “Cockroach Labs Cloud Environment” means the Cloud Environment owned and operated by Cockroach Labs, through which Cockroach Labs operates the control plane in connection with the BYOC Services.
1.5. “Company Cloud Environment” means the Cloud Environment maintained under Company’s own independent account with the applicable Authorized Cloud Provider, within which the data operations layer of the BYOC Services is hosted, including the CockroachDB cluster provisioned therein, and in which Company Data resides.
SHARED RESPONSIBILITY.
2.1. Company acknowledges that the BYOC Services are implemented in a manner that divides the responsibility for the BYOC Services between the Company Cloud Environment and the Cockroach Labs Cloud Environment, and accordingly, each Party must undertake certain technical and organizational measures to protect the BYOC Services and Company Data. Cockroach Labs’ shared responsibility model is further described in the Documentation.
2.2. Without limiting the foregoing, Company acknowledges and agrees that: (a) Company owns and controls the Company Cloud Environment pursuant to a separate agreement between Company and the applicable Authorized Cloud Provider; (b) in order for Cockroach Labs to administer, manage, and operate the BYOC Services, Company must: (i) have a valid account with the applicable Authorized Cloud Provider for its service, and (ii) timely provide Cockroach Labs with access required by Cockroach Labs to the Company Cloud Environment, including any associated login credentials and permissions, and maintain such access during the term of the Order; (c) Cockroach Labs does not host the Company Cloud Environment into which CockroachDB is provisioned or which is used to store Company Data; and (d) any performance, support, and availability of the BYOC Services are subject to Company providing and maintaining such access, infrastructure resources, and configuration settings as required, without modification that would impair or impede Cockroach Labs’ ability to deliver the BYOC Services. Cockroach Labs has no responsibility for: (x) any delay in implementation or deployment, degraded performance, limitations in support, or unavailability of the BYOC Services to the extent caused by Company’s acts or omissions hereunder, including its delay or failure to provide or maintain the foregoing requirements, any independent actions taken by Company with respect to the Company Cloud Environment or CockroachDB deployed therein, or its failure to follow Cockroach Labs’ recommendations or instructions regarding the Company Cloud Environment in connection with the BYOC Services; or (y) any failures, outages (planned or unplanned), unavailability, security vulnerabilities, bugs, defects, service disruptions, or other technical issues affecting equipment, software, or other systems of Company or any third party within Company’s control (including the applicable Authorized Cloud Provider of the Company Cloud Environment). Cockroach Labs will not be liable to Company for any harms, liabilities or other damages which result therefrom, and Company will not be entitled to any credits, refunds, or other remedies in connection therewith.
COMPANY RESPONSIBILITIES. Company acknowledges and agrees that it is solely responsible for: (a) the proper configuration and security of the Company Cloud Environment; (b) securing Company Data under Company’s control within the Company Cloud Environment; and (c) all costs associated with the Company Cloud Environment, including without limitation compute, storage, and data transfer charges. Company expressly assumes the risks associated with the foregoing responsibilities.
COCKROACH LABS RESPONSIBILITIES. Cockroach Labs acknowledges and agrees that, as between Cockroach Labs and Company, Cockroach Labs: (a) is primarily responsible for elements of the BYOC Services residing within the Cockroach Labs Cloud Environment in accordance with the Documentation, and (b) will implement and maintain appropriate security measures designed to protect the security of the foregoing in accordance with Section 2.4 of the Cloud Managed Services Terms and Conditions. The foregoing shall not apply to Company’s failure to fulfill its specified responsibilities hereunder or any Excluded Downtime (as defined in the Uptime SLA).
COMPANY DATA. Company will ensure that the duration and scope of Cockroach Labs’ access to any Company Data in the Company Cloud Environment are strictly limited to the access required for the performance of the BYOC Services. Cockroach Labs has no responsibility for unauthorized access to Company’s account(s) or Company Data in the Company Cloud Environment, except to the extent caused by Cockroach Labs’ gross negligence, willful misconduct, or intentional breach, or material failure to comply with its security obligations under this Agreement.
CREDITS. Company’s use of Credits to pay for the BYOC Services will be pursuant to the Cockroach Credits Supplement.
EFFECT OF TERMINATION. Upon termination or expiration of Company’s Order for BYOC Services or the Agreement, Company will immediately cease, and have no further rights hereunder to continue, use of the BYOC Services (including any CockroachDB that was provisioned by Cockroach Labs in providing the BYOC Services), and will terminate Cockroach Labs’ access to the Company Cloud Environment. Cockroach Labs has no responsibility for any failure by Company to revoke or otherwise remove Cockroach Labs’ access to the Company Cloud Environment upon such termination or expiration.