EU Data Act Addendum

This EU Data Act Addendum (the “Addendum”) amends and is incorporated into Company’s agreement with Cockroach Labs governing Company’s use of a database as a service offering by Cockroach Labs to Company (the “Agreement”). This Addendum only applies to Covered Services (as defined below). If any Agreement or Order governs both (a) products or services that constitute Covered Services and (b) products or services that are not Covered Services, this Addendum modifies and supplements the Agreement or Order only with respect to the Covered Services. No term of this Addendum will apply to, modify, or be used to interpret any agreement as it pertains to the use of Cockroach Labs self-hosted CockroachDB software offering or any other product or service that is not a Covered Service.

DEFINITIONS. For purposes of this Addendum, capitalized terms which are not defined in this Addendum are as defined in the Agreement.
1.1 "Covered Service" means a Service provided by Cockroach Labs to Company that constitutes a "data processing service" deployed in an EU member state, in whole or in part, where Company is a legal resident of or entity registered in an EU member state.
1.2 “EU Data Act” means Regulation (EU) 2023/2854 of the European Parliament and of the Council of 13 December 2023 on harmonised rules on fair access to and use of data.
1.3 “Exportable Data” means the exportable data set forth at Schedule 1 attached hereto, excluding any assets or data protected by intellectual property rights, or constituting a trade secret, of Cockroach Labs.
1.4 Terms "data processing service", "digital assets", "exportable data", “on-premises ICT infrastructure”, and "switching", shall have the meanings set out in the EU Data Act.
COMPANY RIGHTS.
2.1 Data Export and Portability.
2.1.1 Exportable Data. Subject to Notice provided in accordance with Section 2.2.1 of this Addendum, Company may access and port its Exportable Data generated through its use of the Covered Services.
2.1.2 Exclusions. Exportable Data expressly excludes: (i) Cockroach Labs’ trade secrets, proprietary algorithms, models, or know-how; (ii) Aggregate Service Data; (iii) any other aggregated or anonymized data derived from multiple customers; (iv) system, network, or security logs maintained by Cockroach Labs for its internal operations, except where such logs consist solely of Company Data; and (v) any digital assets or metadata to which Company does not have independent rights outside of its contractual relationship with Cockroach Labs.
2.1.3 Format and Delivery. Company shall use Cockroach Labs’ standard export functionality within the Covered Services to port its Exportable Data, including self-serve APIs and export formats, as further described in the Documentation. To the extent Company does not otherwise have access to its Exportable Data, Cockroach will make such Exportable Data available to Company in a structured, commonly used and machine-readable format. For the avoidance of doubt, Cockroach Labs is not required to build any custom migration tools, use any products, processes or materials not provided by Cockroach Labs, or support any third-party environments during the switching process. Prior to 12 January 2027, Cockroach Labs reserves the right to charge Company reasonable, cost-based fees for services directly linked to the switching process requested by Customer in excess of the standard functionality or tooling available in the Cloud Managed Services.
2.2 Switching Process.
2.2.1 Upon prior written notice to Cockroach Labs of a maximum of two (2) months ("Notice" and "Notice Period", respectively), the Company may, in connection with a bona fide plan to switch from a Covered Service, request to undertake one or more of the following actions: (a) switch to a data processing service offered by a different provider of data processing services, (b) switch to an on-premises ICT infrastructure, or (c) erase all Exportable Data from the applicable Covered Services. The Notice must include all reasonable information necessary for such action(s) to be undertaken, including, identifying the specific uses of the Covered Service which is being migrated and applicable clusters, and as applicable, details about the destination provider and/or destination on-premises ICT infrastructure, and expected timing.
2.2.2 After the end of the Notice Period and in accordance with Section 2.1.3, Company may initiate the process of switching to another data processing service or porting to on-premises ICT infrastructure, without undue delay, and, in any event, take no longer than thirty (30) calendar days (or such longer period as Cockroach Labs may notify to Company within fourteen (14) days of the Notice where Cockroach Labs reasonably believes that providing Switching Support to Company in thirty (30) days would be technically unfeasible) ("Transition Period").
2.2.3 During the Transition Period, Cockroach Labs shall:
a) provide reasonable assistance to the Company and third parties authorised by the Company in the switching process;
b) act with due care to maintain business continuity, and continue the provision of the Covered Services as required by the Agreement;
c) provide to the Company clear information concerning any known risks to continuity in the provision of the Covered Services;
d) ensure that an appropriate level of security is maintained by Cockroach Labs throughout the switching process, in particular the security of the data during its transfer and the continued security of the data during the Transition Period as required by the Agreement; and
e) take reasonable steps to support the Company’s exit strategy, including by providing all relevant information (collectively (a) through e), the “Switching Support”).
2.3 Completion of Switching; Termination.
2.3.1 Within thirty (30) calendar days following the end of the Transition Period, Company may retrieve or erase its Exportable Data ("Retrieval Period"). At the end of the Retrieval Period, and assuming the switching process has been successfully completed (where relevant), Cockroach Labs shall erase all Exportable Data generated by the Company except for any data which Cockroach Labs is required to store under EU or local laws or as Cockroach Labs is permitted under applicable law to retain and use in the Agreement.
2.3.2 Upon successful completion of the switching process or, where the Company has requested only to erase its Exportable Data, at the end of the agreed Notice Period, the Agreement or Order shall automatically terminate, in whole or in part, solely with respect to the use of Covered Services that were switched and only to the extent required by the EU Data Act. The Agreement or Order will survive and continue in full force and effect with respect to any uses of Covered Services by Company that were not switched, and Company’s use of any products or services which are not Covered Services, including without limitation, Cloud Managed Services not deployed in the EU.
2.3.3 Upon termination, Company will not receive any refunds from Cockroach Labs, including for any amounts prepaid to Cockroach Labs, including the then-current year in which the Agreement or Order is terminated or any time period remaining on an Order (including multi-year Order).
2.3.4 Prior to termination, Company must pay in full immediately (a) any committed yet unpaid balance of Fees even if not yet due or owed, or other amounts due and owing to Cockroach Labs for the remaining duration of an Order (including any future or current outstanding invoices, prepayments, or installment payments owed to Cockroach Labs for the remaining duration of an Order or multi-year Order) and (b) any fees incurred by Company in respect of the Services provided by Cockroach Labs up to the final end date of the Order.
DISCLAIMER. Cockroach Labs assumes no responsibility for (a) ensuring the switching is effective; or (b) for the import and implementation of the Exportable Data into Company’s on-premises ICT infrastructure or Company’s new provider’s systems.
LIMITATIONS.
4.1 Nothing in this Addendum requires disclosure of Cockroach Labs’ intellectual property, trade secrets, or information relating to other customers.
4.2 This Addendum does not expand Cockroach Labs’ liability under the Agreement.
MISCELLANEOUS. Except as expressly set forth in this Addendum, no other rights or obligations are created or modified. In the event of a conflict between the terms of this Addendum and the terms of the Agreement, this Addendum shall control but only with respect to Covered Services and obligations arising under the EU Data Act.