1. DEFINITIONS.

1.1. “Affiliate” means an entity directly or indirectly owned or controlled by a party, where “ownership” means the beneficial ownership of more than fifty percent (50%) of an entity’s voting equity securities or other equivalent voting interests and “control” means the power to direct the management or affairs of an entity.

1.2. “Customer” means an entity listed on an Order Form (i) to which Reseller markets the Software and (ii) that is purchasing the Cockroach Labs Services for its own internal use.

1.3. “Documentation” means technical specifications, help information and other documentation (other than Marketing Collateral and Program Guide) concerning the Services or Software, as delivered by Cockroach Labs in paper, digital or electronic form.

1.4. “Effective Date” means the date that Reseller clicks the “Accept” button and enters into this Agreement.

1.5. “Marketing Collateral” means data sheets, catalogues and other promotional information and materials (in English) concerning the Software, as provided by Cockroach Labs.

1.6. “Order Form” means a Cockroach Labs order document executed by Cockroach Labs and Reseller that sets forth specific Cockroach Labs Services and Software being resold to Customer by Reseller under this Agreement.

1.7. “Program Guide” means the Cockroach Labs Reseller Partner Program Guide available at [insert link], as may be amended from time to time.

1.8. “Services” means the support and training services provided by Cockroach Labs as set forth in Section 2.7 or any other services that Cockroach Labs may offer to licensees of the Software as described on the applicable Order Form.

1.9. “Software” means the Cockroach software and related Documentation set forth on an Order Form to which access is provided via the Services, including any version or release thereof that is developed or otherwise made generally available by Cockroach Labs. Software may contain code or require devices that detect, prevent or disable unauthorized use of the Service.

1.10. “Territory” means worldwide in the geographic location(s) where Cockroach Labs currently offers its services or has customers.

1.11. “Trademarks ” means Cockroach Labs’ trademarks, trade names, service marks, logos, names and other identifiers specifically identified by Cockroach Labs

2. ENGAGEMENT.

2.1. Reseller Appointment. Subject to Reseller’s ongoing compliance with the terms and conditions of this Agreement and the Program Guide, Cockroach Labs hereby grants to Reseller the non-exclusive right to market the Software and Services set forth on an applicable Order Form to Customers within the Territory. Reseller agrees that, prior to executing an Order Form for an applicable Customer, Reseller will require each Customer to be bound by the terms and conditions of Cockroach Labs’ Self Hosted Terms and Conditions, the current version of which is available at https://www.cockroachlabs.com/cockroachdb-self-hosted-terms-conditions/ (as amended from time to time), or such other Customer agreement specified by Cockroach Labs in an applicable Order Form (the “Customer Agreement”); provided, however, that any fee and payment terms within the Customer Agreement shall not apply, and Customer’s fee and payment terms will be solely as agreed between Reseller and Customer. For clarity, other than the fee and payment terms, all terms regarding the delivery of the Software and Services to Customer will be between Cockroach Labs and Customer.

2.2. Deal Registration. Reseller shall submit potential customers (“Prospects”) to Cockroach Labs through (i) completing a Prospect registration form (“Deal Registration Form”) and (ii) submitting the Deal Registration Form to Cockroach Labs as set forth in the Program Guide. Deal Registration Forms shall be accepted by Cockroach Labs in its sole discretion, and Cockroach Labs shall have no obligation to Reseller with respect to a specific Prospect. Deal Registration Forms shall include, at minimum, the following information: Reseller contact information (including address, phone number, email address); Prospect contact information (including address, phone number, email); detail on the opportunity with Prospect (including budget and timing specifics). Each Deal Registration Form will automatically expire three (3) months following receipt thereof if no Order Form has been prepared by Cockroach Labs in such period.

2.3. Order Forms. Order Forms shall include the following information: Reseller contact information (including address, phone number, email address) and billing details; Customer contact information (including address, phone number, email address); the Cockroach Labs Software and applicable quantities being ordered; applicable fees to be paid by Reseller for the Software and/or Services; subscription term; Order Form effective date; and, if applicable, the Customer Agreement and corresponding Support Policy (defined below). If the Order Form effective date is not specified on the applicable Order Form, the parties agree that the subscription term for the Software shall commence on the date the Order Form is executed by both parties. Any additional terms or changes to the terms of this Agreement within an Order Form will apply only to Reseller’s right to market the Software to the Customer described therein.

2.4. Reseller Affiliates. An Affiliate of Reseller may execute Order Form(s) that comply with the requirements of Section 2.3, subject to Cockroach Labs’ acceptance in its sole discretion. This creates a separate agreement between the Affiliate and Cockroach Labs incorporating this Agreement with the Affiliate treated as “Reseller”. Neither Reseller nor any Reseller Affiliate has any rights under each other’s agreement with Cockroach Labs, and breach or termination of any such agreement is not breach or termination under any other.

2.5. License. Solely as necessary to market and license the Software and Services to Customers, and subject to Reseller’s ongoing compliance with the terms and conditions in this Agreement and the Program Guide, Cockroach Labs grants Reseller a nonexclusive, nontransferable, limited internal license solely to demonstrate the corresponding Software to applicable Customers. Nothing in this Agreement shall be construed as limiting in any manner Cockroach Labs’ marketing or distribution activities or its appointment of other dealers, resellers, licensees or agents. Cockroach Labs reserves the right to change, modify or discontinue the Software, Services, and Program Guide at any time.

2.6. Trademarks; Marketing Collateral. Subject to Reseller’s ongoing compliance with the terms and conditions of the Program Guide and this Agreement, Reseller shall have the limited right to use the Trademarks and Marketing Collateral solely as necessary to promote the Software and Services to Customers. Reseller will (i) only use Cockroach Labs’ then-current Trademarks, (ii) only use Trademarks and Marketing Collateral in the form and manner specifically prescribed in the Program Guide or as otherwise provided by Cockroach Labs, and only in connection with the Software and Services, and (iii)! upon termination of this Agreement for any reason, immediately cease all use of the Trademarks and Marketing Collateral. Reseller will not use, register or take other action with respect to any Trademark used anywhere in the world by Cockroach Labs. Reseller shall use not use the Trademarks for any purpose, other than as expressly set forth in this Section 2.6, without the written permission of Cockroach Labs. The use by Reseller of the Trademarks in connection with this Agreement shall not create any right, title or interest, in or to the Trademarks in favor of Reseller and all goodwill associated with the use of such Trademarks shall inure to the benefit of CockroachLabs

2.7. Support and Training. Cockroach Labs shall be solely responsible for all front-line Customer support for the Software, including without limitation, translation, installation, customization, upgrades and technical support in accordance with the support plan purchased by Customer as further described in the Self Hosted Solution Support Policy attached to the Customer Agreement, available at https://www.cockroachlabs.com/cockroachdb-self-hosted-terms-conditions/ (as amended from time to time), or such other support policy specified by Cockroach Labs in an applicable Order Form (the “Support Policy”). Reseller will not be authorized to provide direct support to Customers for the Software without Cockroach Labs’ express prior written consent. Cockroach Labs may also provide training regarding the Software for Reseller personnel in technical, support and sales areas, subject to the terms of the Program Guide and mutually agreed upon terms regarding times and fees.

2.8. Intellectual Property. Cockroach Labs retains all right, title and interest in and to the Software, Services, Documentation, Program Guide, Marketing Collateral and Trademarks, and reserves all intellectual property rights not expressly granted to Reseller under this Agreement. Nothing in this Agreement shall be deemed to imply that Cockroach Labs is assigning or transferring any right, title and interest in or to the Software, Documentation, Program Guide, Marketing Collateral or Trademarks.

3. RESELLER’S REPRESENTATIONS AND COVENANTS. Reseller hereby represents, warrants, and covenants:

3.1. To use its best efforts to comply with the terms and conditions of the Program Guide (including ensuring its employees comply, if applicable).

3.2. To use its best efforts to successfully market the Software on a continuing basis and to comply with good business practices and all laws and regulations relevant to this Agreement.

3.3. To employ qualified employees that will use best efforts to perform all of its duties in a professional and workmanlike manner consistent with industry standards (if applicable).

3.4. Reseller shall comply with the U.S. Foreign Corrupt Practices Act (regarding, among other things, payments to government officials) and all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control (“OFAC”), or other United States or foreign agency or authority, and not export, or allow the export or re-export of any product, technology or information it obtains or learns pursuant to this Agreement (or any direct product thereof) in violation of any such restrictions, laws or regulations (including, without limitation, export or re-export to destinations prohibited either in Country Groups Q, S, W, Y or Z country specified in the then current Supplement No. 1 to Section 770 of the U.S. Export Administration Regulations (or any successor supplement or regulations), or the OFAC regulations found at 31 CFR 500 et seq.) or any other country subject to U.S. trade embargoes, or to any party on the U.S. Export Administration Table of Denial Orders or the U.S. Department of Treasury List of Specially Designated Nationals, or to any prohibited destination in any of the Country Groups specified in the then-current Supplement No. 1 to Part 740 or the Commerce Control List specified in the then-current Supplement No. 1 to Part 738 of the U.S. Export Administration Regulations (or any successor supplement or regulations). Reseller shall obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to sale of the Software or Services to Customers outside the U.S. to any location in compliance with all applicable laws and regulations prior to delivery by Cockroach Labs.

3.5. To conduct its business in a manner that favorably reflects upon the Software and Services consistent with the terms of the Program Guide. Reseller shall not make any Software or Services available to competitors of Cockroach Labs without Cockroach Labs’ prior written consent. Reseller shall keep in confidence, not disclose, and not allow to be disclosed to such competitors any ideas, or business, technical or financial information related to the Software or Services.

3.6. To make no representations or warranties on behalf of Cockroach Labs. Reseller has no authority to assume or create any obligation, expressed or implied, on behalf of Cockroach Labs, in contract or otherwise, beyond those obligations specifically undertaken by Cockroach Labs in this Agreement. Reseller shall indemnify, defend and hold harmless Cockroach Labs, its directors, officers, agents, and affiliates against any liability, loss, costs, or damages arising out of or related to Reseller’s breach of the foregoing warranties.

4. PAYMENT; DELIVERY.

4.1. Fees. Reseller agrees to pay Cockroach Labs the fees set forth in an Order Form for an applicable Customer. Cockroach Labs shall have the right, in its sole discretion and at its sole option, to set the fees payable by Reseller to Cockroach Labs for the Software and/or Services in an applicable Order Form.

4.2. Customer Pricing. Reseller is free to determine the prices that Reseller will charge Customers for the Software and/or Services. Cockroach Labs’ current price list, available in the Program Guide, may show suggested Customer prices but such prices are suggestions only.

4.3. Payment Terms. Cockroach Labs will invoice Reseller upon execution of an Order Form. Unless otherwise set forth on an Order Form, Reseller will pay all invoiced amounts in full within thirty (30) days of the date of each invoice, without setoff, counterclaim, or deduction of any kind. All payments shall be made in U.S. dollars, and any amount not paid on the date specified therefor shall bear a late fee equal to 1.5% per month or the maximum amount permitted by applicable law, whichever is less. Reseller will pay all charges, including, without limitation, transportation and insurance, and shall be responsible for all taxes, withholding, duties and other governmental assessments (including, without limitation, sales, VAT and us e taxes ) unless Reseller provid es appropriate resale certificates. If Reseller is required to pay any withholding tax, charge, or levy in respect of any payments due to Cockroach Labs hereunder, Reseller agrees to gross up payments actually made to Cockroach Labs such that Cockroach Labs receives sums due hereunder in full and free of any deduction for any such withholding tax, charge, or levy. Reseller shall indemnify Cockroach Labs for any liabilities related to the non-payment or under-payment of applicable taxes, duties, assessments, fees or other charges for which Reseller is responsible to pay as set forth under this Section.

5. TERM AND TERMINATION.

1. Term. This Agreement shall commence as of the Effective Date and will continue for a period of one (1) year (the “Initial Term”). This Agreement will then automatically renew for additional one (1) year terms (each a “Renewal Term” and together with the Initial Term, the “Term”), unless either party provides the other party with written notice of its intent to terminate the Agreement at least thirty (30) days prior to the end of the then-current term.

2. Termination. Each party will have the right to terminate this Agreement for cause upon written notice to the other party: (i) if the other party breaches any material term of this Agreement, and, if such breach is capable of cure, the breaching party fails to cure such breach within fifteen (15) days of its receipt of notice of the breach from the non-breaching party, or (ii) if (a) the other party becomes insolvent or makes an assignment for the benefit of creditors, (b) a trustee or receiver is appointed for such other party or for a substantial portion of its assets or (c) bankruptcy, reorganization or insolvency proceedings are instituted by or against such other party and not dismissed within ninety (90) days. Cockroach Labs shall also have the right to terminate this Agreement, for any or no reason, upon thirty (30) days’ written notice to Reseller. Each party understands that the rights of termination hereunder are absolute. Neither party shall incur any liability whatsoever for any damage (including, without limitation, indemnity, damage to or loss of goodwill or investment), loss or expenses of any kind suffered or incurred by the other (or for any compensation to the other) arising from or incident to any termination of this Agreement by such party which complies with the terms of the Agreement whether or not such party is aware of any such damage, loss or expenses.

3. Effect of Termination. Upon termination of this Agreement, (i) all outstanding amounts owed by Reseller under this Agreement will become immediately due and payable; (ii) all rights granted to Reseller hereunder shall immediately terminate, and Reseller shall cease all marketing and sale of the Software and Services; and (iii) Reseller shall return or certify that it has destroyed all Cockroach Labs Confidential Information and any documentation containing Cockroach Labs Confidential Information. Sections!1, 2.8, 4.1, 5.3, 6–10, the parties’ remedies for breach, and any rights to payment, shall survive any termination of this Agreement. Customer Agreements will survive any termination or expiration of this Agreement. Upon termination or expiration of this Agreement, Cockroach Labs may, at its sole discretion and option, require Reseller to assist in transitioning any services that Reseller provides to Customers to Cockroach Labs or a third party designated by Cockroach Labs.

6. CONFIDENTIALITY. Each party agrees that all business, technical and financial information they obtain from the other are the confidential property of the disclosing party (“Confidential Information” of the disclosing party). Notwithstanding the foregoing, all data and other information generated or otherwise obtained by Reseller with respect to the Software and Services shall be Cockroach Labs’ Confidential Information. Except as expressly allowed in this Agreement, the receiving party will hold in confidence and not use or disclose any Confidential Information of the disclosing party and shall similarly bind its employees and agents in writing. The receiving party agrees to maintain the disclosing party’s Confidential Information in strict confidence using the same standard of care it uses to protect its own confidential information, but no less than a reasonable standard of care. A party shall not be obligated under this Section with respect to information that (i)! is or has become readily publicly available without restriction through no fault of the receiving party or its employees or agents; or (ii)! is received without restriction from a third party lawfully in possession of such information and lawfully empowered to disclose such information; or (iii)! was rightfully in the possession of the receiving party without restriction prior to its disclosure by the other party; or (iv)! was independently developed by employees or consultants of the receiving party without access to such Confidential Information. If required by law, the receiving party may disclose Confidential Information of the disclosing party, but will give adequate prior notice of such disclosure to the disclosing party to permit the disclosing party to intervene and to request protective orders or other confidential treatment therefor.

7. LIMITATION ON LIABILITY. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR OTHERWISE, NEITHER COCKROACH LABS NOR ANY OF ITS LICENSORS OR SUPPLIERS SHALL BE LIABLE OR OBLIGATED TO RESELLER WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR UNDER ANY OTHER LEGAL OR EQUITABLE THEORY FOR ANY (I) AMOUNTS IN EXCESS IN THE AGGREGATE OF THE FEES PAID TO COCKROACH LABS BY RESELLER DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION FIRST ARISES, (II)! COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS; (III)! INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR RELIANCE DAMAGES; OR (IV)! MATTERS BEYOND ITS REASONABLE CONTROL.

8. WARRANTY; DISCLAIMER. COCKROACH LABS DOES NOT WARRANT THAT THE SOFTWARE OR SERVICES OR SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE OR SERVICES. THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND COCKROACH LABS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. PUBLICITY. Subject to Reseller’s ongoing compliance with the Program Guide and this Agreement, Cockroach Labs and Reseller shall each have the right to list the other party as a “Partner” within their respective web sites and marketing materials solely in accordance with the other party’s approved formats.

10. MISCELLANEOUS.

10.1. Assignment. Reseller shall not have any right or ability to assign, transfer, or sublicense any obligation or benefit under this Agreement, and any attempt to do so shall be void. Cockroach Labs may assign this Agreement in whole or in part.

10.2. Relationship of Parties. No agency, franchise, partnership, joint venture, sales representative, or employment is created as a result of this Agreement and neither party shall have any authority of any kind to bind the other. Reseller will not represent itself as Cockroach Labs’ agent or act in any way which might imply that Cockroach Labs and Reseller are not separate and distinct entities. The relationship of the parties hereunder is solely that of buyer and seller. Reseller is an independent contractor and is, in no way, Cockroach Labs’ sales representative, legal representative, or agent. RESELLER HAS NO AUTHORITY TO ASSUME OR CREATE ANY OBLIGATION ON COCKROACH LABS’ BEHALF, EXPRESS OR IMPLIED, WITH RESPECT TO COCKROACH LABS’ PRODUCTS, SOFTWARE, SERVICES OR OTHERWISE. Reseller has not paid a fee to enter into this Agreement. Reseller agrees not to make any representation, guarantee, or warranty on Cockroach Labs’ behalf, but will refer Customers and Prospects to Cockroach Labs’ Marketing Collateral in accordance with the Program Guide. Nothing contained in this Agreement is to be construed as a limitation or restriction upon Cockroach Labs in the sale or other disposition of any of its products to any person, firm, or corporation either inside or outside of the Te r r i t o r y.

10.3. Waiver. The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any provision of this Agreement or of any subsequent breach and no waiver of any provision of this Agreement will be effective unless made in writing.

10.4. Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

10.5. Arbitration. Except with respect to claims for injunctive or other equitable relief, which may be brought at any time before any court of competent jurisdiction, all disputes arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in English in New York City, New York, USA, in accordance with the Arbitration Rules and Procedures of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) then in effect, by an arbitrator selected in accordance with said JAMS’ rules. Judgment upon the award so rendered may be entered in a court having jurisdiction.

10.6. Governing Law and Dispute Resolution. Any dispute regarding any subject matter of this Agreement will be governed by and construed in accordance with the laws of the State of New York, USA without regard to the conflict of laws provisions thereof. The parties hereby agree that all disputes shall be subject to the exclusive jurisdiction of the state and federal courts located in New York City, New York, USA. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to reasonable costs and attorneys’ fees.

10.7. Entire Agreement; Modifications. This Agreement constitutes the entire agreement between the parties and supersedes and cancels all prior agreements and understandings between them (whether oral or written) relating to the subject matter hereunder. No modification of this Agreement will be binding unless in writing and signed by both parties.

10.8. Counterparts. This Agreement may be executed in two counterparts, each of which will be deemed an original and both of which together will constitute one instrument.

10.9. Notices. Any notice or communication hereunder shall be effective upon receipt if in writing, in English and either personally delivered or sent via confirmed facsimile, recognized express delivery courier or certified or registered mail, prepaid and return receipt requested, addressed to the other party at its address specified in an Order Form, or at such other address designated in a subsequent notice.