Cloud Managed Services Terms and Conditions
These “Cloud Managed Services Terms and Conditions” are Product-Specific Terms, which apply solely to the extent the Parties enter into an Order for use of the Cloud Managed Services under the Agreement.
- 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). References to “CockroachDB” in this Cloud Managed Services Terms and Conditions refer only to the versions of CockroachDB software that Cockroach Labs offers for use by Company within Cloud Managed Services. For the avoidance of doubt, references to the “Agreement” hereunder refers also to these Cloud Managed Services Terms and Conditions.
“Acceptable Use Policy” means the applicable usage rules and restrictions for use of the Cloud Managed Services set forth at www.cockroachlabs.com/acceptable-use-policy.
“Aggregate Service Data” means aggregated or anonymized Usage Data and other data regarding the operation and use of Cloud Managed Services which does not identify Company or its individual users of Cloud Managed Services and does not contain identifiable Company Data.
“CockroachDB Cloud Credits Supplement” means the supplement set forth at https://www.cockroachlabs.com/cockroachdb-cloud-credits-supplement/ for Cloud Credits (as defined therein), pursuant to Order(s) entered into hereunder.
“Company Data” means data that Company uploads, manages or uses within the Cloud Managed Services.
“Uptime SLAs” means the uptime service level agreement for the Cloud Managed Services set forth at https://www.cockroachlabs.com/cloud-terms-and-conditions/cockroachcloud-technical-service-level-agreement/.
- SERVICES AND SUPPORT.
- Use of Cloud Managed Services. Company may use Cloud Managed Services for the Applications solely during the applicable Order Term and in accordance with the terms and conditions of the Agreement and Order. Company is solely responsible for any and all activities through its Cloud Managed Services account(s) and for properly configuring and securing its Cloud Managed Services account and associated login credentials. Cockroach Labs has no responsibility for unauthorized access to Company’s account or Company Data.
- Technical SLAs. Cockroach Labs will provide the Cloud Managed Services in accordance with the Uptime SLA. The Uptime SLA sets forth all commitments and/or guarantees of Cockroach Labs, and all remedies available to Company, with respect to the availability of the Cloud Managed Services. For the avoidance of doubt, Cockroach Labs does not make any commitments or guarantees that the Cloud Managed Services will be available at all times or during any downtime caused by outages to any public internet backbones, networks, or servers, any failures of equipment, systems, or local access services, or for scheduled or emergency maintenance.
- Customer Support. Cockroach Labs will provide Company technical support for use of the Cloud Managed Services in accordance with the Support Policy.
- Security. Cockroach Labs will implement and maintain appropriate security measures designed to protect Company Data from unauthorized access and use. Company can learn more about Cockroach Labs’ security practices and policies here: https://www.cockroachlabs.com/security.
- Release Support Policy. Company may have discretion over which release or version of CockroachDB to use in the Cloud Managed Services and whether and when to upgrade to newer versions of CockroachDB in the Cloud Managed Services. Company acknowledges the Release Support Policy and understands and agrees that Cockroach Labs will not provide technical support, maintenance, enhancements, error corrections, or any other support for releases that are past their End of Life (as defined in the Release Support Policy). Cockroach Labs may publish guidelines or best practices regarding the recommended use and implementation of new major releases of CockroachDB into the Cloud Managed Services (“Best Practices”). Company is not required to follow such Best Practices, but Company acknowledges and agree that there are material risks in not following those Best Practices. Company acknowledges and agrees that any failure by it to follow Best Practices it is at Company’s own risk and that Cockroach Labs will not be liable to Company for any harms, liabilities or other damages which result therefrom, even if such harms, liabilities or other damages were reasonably foreseeable. Cockroach Labs may add, discontinue, or modify any of the Cloud Managed Services features or functionality at any time at its sole discretion; provided that Cockroach Labs will use commercially reasonable efforts to inform Company in advance of any material discontinuations or modifications via email to Company or via the Cloud Managed Services website.
- Service Restrictions. Company will use the Cloud Managed Services in compliance with all applicable Acceptable Use Policies, Laws and all the Cloud Managed Services feature-specific rules that are published. Company will not directly or indirectly (i) use the Cloud Managed Services in manner that violates, or causes Cockroach Labs to violate, any data privacy law, data export laws, or other laws related to the use, sharing, storage or processing of personal data, (ii) use the Cloud Managed Services in a manner that violates any third party intellectual property or other proprietary rights, (iii) reverse engineer, disassemble, or use other means to attempt to discover any undisclosed source code of the Cloud Managed Services or the underlying ideas, algorithms or trade secrets therein, or (iv) permit any third party to engage in an of the foregoing acts.
- Cloud Credits. Company’s use of Cloud Credits to pay for the Cloud Managed Services will be pursuant to the CockroachDB Cloud Credits Supplement.
- Company Data. As between Cockroach Labs and Company, Company owns Company Data. Nothing herein will be construed to confer to Cockroach Labs any rights to Company Data other than the express license grants specified herein. Company grants Cockroach Labs a non-exclusive, worldwide license to use, modify and share Company Data to provide the Cloud Managed Services to Company or as directed by Company. Company is solely responsible for ensuring all necessary consents and/or disclosures are made for the use and processing of Company Data within the Cloud Managed Services, and for the proper configuration of the Cloud Managed Services for Company Data, and for maintaining the security of Company Data. Cockroach Labs may delete Company Data stored in excess of the Cloud Managed Services limits delineated in Company’s applicable Order(s).
- Sensitive and Regulated Data.
- GDPR. The Parties agree to comply with the Cockroach Data Processing Addendum available at https://www.cockroachlabs.com/cloud-terms-and-conditions/data-processing-addendum with respect to Company Data which contains “Personal Data” from a European “Data Subject” that is subject to the European Union’s General Data Protection Regulation 2016/679 (“GDPR”).
- CCPA. To the extent Company Data contains personal information subject to CCPA, the Parties agree that Cockroach Labs is a “service provider” for purposes of the California Consumer Privacy Act of 2018, Cal. Civ. Code § 1798.100 et seq., as may be amended, including any rules or regulations implementing the foregoing of 2018, Cal. Civ. Code § 1798.100 et seq., as may be amended, including any rules or regulations implementing the foregoing (“CCPA”). Cockroach Labs will only use, retain and disclose personal information Company provides in order to provide the Cloud Managed Services to Company and to perform Cockroach Labs’ obligations under this Agreement. Cockroach Labs does not and will not, for the avoidance of doubt, sell that personal information. The terms “personal information,” “service provider,” and “sell” are as defined in Section 1798.140 of the CCPA. Cockroach Labs certifies that it understands the restrictions of this section.
- Data Restrictions. Company agrees: (a) if Company provides Company Data that contains personally identifiable information or sensitive information, to ensure that such information is and remains encrypted once uploaded to the Cloud Managed Services (including by maintaining the encryption features within the Cloud Managed Services); (b) if Company provides Company Data that contains payment cardholder information, to ensure that such information is encrypted prior to uploading such information to the Cloud Managed Services and that such information remains encrypted once uploaded the Cloud Managed Services; and (c) to not provide Company Data that contains legally protected health information or any other category of regulated information that isn’t expressly supported by the Cloud Managed Services (“Restricted Data Types”). The Parties may enter additional terms and conditions regarding the use of Restricted Data Types within the Cloud Managed Services at their discretion.
- WARRANTY AND DISCLAIMERS.
- Limited Warranty. Cockroach Labs warrants to Company that the Cloud Managed Services will perform materially in accordance with the Documentation.
- Warranty Exclusions. Cockroach Labs’ warranty in this Section 4.1 (Limited Warranty) does not extend to Beta Features, or to issues that result from: (i) Company’s failure to implement updates issued by Cockroach Labs; (ii) any alterations or additions to or integrations with the Cloud Managed Services not performed by or at the direction of Cockroach Labs; (iii) failures that are not reproducible by Cockroach Labs; (iv) operation of the Cloud Managed Services 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; or (vi) Company’s failure to follow Best Practices.
- 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 Cloud Managed Services 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 Cloud Managed Services 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
- DISCLAIMER OF WARRANTY. EXCEPT AS SET OUT IN SECTION 4 (WARRANTY AND DISCLAIMERS) HEREOF, UNLESS REQUIRED BY APPLICABLE LAW, CLOUD MANAGED SERVICES 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.
- HIGH CAP LIABILITIES. Company’s breach of and indemnification for breach or alleged breach of Sections 2.6 (Service Restrictions) and 3.2.3 (Data Restrictions) of these Cloud Managed Services Terms and Conditions are “High Cap Liabilities”.