CockroachDB Community License Agreement | |
Please read this CockroachDB Community License Agreement (the "Agreement") | |
carefully before using CockroachDB (as defined below), which is offered by | |
Cockroach Labs, Inc. or its affiliated Legal Entities ("Cockroach Labs"). | |
By downloading CockroachDB or using it in any manner, You agree that You have | |
read and agree to be bound by the terms of this Agreement. If You are | |
accessing CockroachDB on behalf of a Legal Entity, You represent and warrant | |
that You have the authority to agree to these terms on its behalf and the | |
right to bind that Legal Entity to this Agreement. Use of CockroachDB is | |
expressly conditioned upon Your assent to all the terms of this Agreement, to | |
the exclusion of all other terms. | |
1. Definitions. In addition to other terms defined elsewhere in this | |
Agreement, the terms below have the following meanings. | |
(a) "CockroachDB" shall mean the SQL database software provided by Cockroach | |
Labs, including both CockroachDB Community and CockroachDB Enterprise | |
editions, as defined below. | |
(b) "CockroachDB Community Edition" shall mean the open source version of | |
CockroachDB, available free of charge at | |
https://github.com/cockroachdb/cockroach | |
(c) "Cockroach Enterprise Edition" shall mean the additional features made | |
available by Cockroach Labs, the use of which is subject to additional | |
terms set out below. | |
(d) "Contribution" shall mean any work of authorship, including the original | |
version of the Work and any modifications or additions to that Work or | |
Derivative Works thereof, that is intentionally submitted Cockroach Labs | |
for inclusion in the Work by the copyright owner or by an individual or | |
Legal Entity authorized to submit on behalf of the copyright owner. For | |
the purposes of this definition, "submitted" means any form of | |
electronic, verbal, or written communication sent to Cockroach Labs or | |
its representatives, including but not limited to communication on | |
electronic mailing lists, source code control systems, and issue | |
tracking systems that are managed by, or on behalf of, Cockroach Labs | |
for the purpose of discussing and improving the Work, but excluding | |
communication that is conspicuously marked or otherwise designated in | |
writing by the copyright owner as "Not a Contribution." | |
(e) "Contributor" shall mean any copyright owner or individual or Legal | |
Entity authorized by the copyright owner, other than Cockroach Labs, | |
from whom Cockroach Labs receives a Contribution that Cockroach Labs | |
subsequently incorporates within the Work. | |
(f) "Derivative Works" shall mean any work, whether in Source or Object | |
form, that is based on (or derived from) the Work, 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 the purposes of this License, | |
Derivative Works shall not include works that remain separable from, or | |
merely link (or bind by name) to the interfaces of, the Work and | |
Derivative Works thereof. | |
(g) "Legal Entity" shall mean the union of the acting entity and all other | |
entities that control, are controlled by, or are under common control | |
with that entity. For the purposes of this definition, "control" means | |
(i) the power, direct or indirect, to cause the direction or management | |
of such entity, whether by contract or otherwise, or (ii) ownership of | |
fifty percent (50%) or more of the outstanding shares, or (iii) | |
beneficial ownership of such entity. | |
(h) "License" shall mean the terms and conditions for use, reproduction, and | |
distribution of a Work as defined by this Agreement. | |
(i) "Licensor" shall mean Cockroach Labs or a Contributor, as applicable. | |
(j) "Object" form shall mean any form resulting from mechanical | |
transformation or translation of a Source form, including but not | |
limited to compiled object code, generated documentation, and | |
conversions to other media types. | |
(k) "Source" form shall mean the preferred form for making modifications, | |
including but not limited to software source code, documentation source, | |
and configuration files. | |
(l) "Third Party Works" shall mean 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. | |
(m) "Work" shall mean 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. | |
(n) "You" (or "Your") shall mean an individual or Legal Entity exercising | |
permissions granted by this License. | |
2. Licenses. | |
(a) License to CockroachDB Community Edition. The License for CockroachDB | |
Community Edition is the Apache License, Version 2.0 ("Apache License"). | |
The Apache License includes a grant of patent license, as well as | |
redistribution rights that are contingent on several requirements. | |
Please see | |
http://www.apache.org/licenses/LICENSE-2.0 | |
for full terms. CockroachDB Community Edition is a no-cost, entry-level | |
license and as such, contains the following disclaimers: NOTWITHSTANDING | |
ANYTHING TO THE CONTRARY HEREIN, COCKROACHDB COMMUNITY EDITION IS | |
PROVIDED "AS IS" AND "AS AVAILABLE", AND ALL EXPRESS OR IMPLIED | |
WARRANTIES ARE EXCLUDED AND DISCLAIMED, INCLUDING WITHOUT LIMITATION THE | |
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, | |
NON-INFRINGEMENT, AND ANY WARRANTIES ARISING BY STATUTE OR OTHERWISE IN | |
LAW OR FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USE IN TRADE. | |
For clarity, the terms of this Agreement, other than the relevant | |
definitions in Section 1 and this Section 2(a) do not apply to | |
CockroachDB Community Edition. | |
(b) License to CockroachDB Enterprise Edition. | |
i Grant of Copyright License: Subject to the terms of this Agreement, | |
Licensor hereby grants to You a worldwide, non-exclusive, | |
non-transferable limited license to reproduce, prepare Enterprise | |
Derivative Works (as defined below) of, publicly display, publicly | |
perform, sublicense, and distribute CockroachDB Enterprise Edition | |
for Your business purposes, for so long as You are not in violation | |
of this Section 2(b) and are current on all payments required by | |
Section 4 below. | |
ii Grant of Patent License: Subject to the terms of this Agreement, | |
Licensor hereby grants to You a worldwide, non-exclusive, | |
non-transferable limited patent license to make, have made, use, | |
offer to sell, sell, import, and otherwise transfer CockroachDB | |
Enterprise Edition, where such license applies only to those patent | |
claims licensable by Licensor that are necessarily infringed by | |
their Contribution(s) alone or by combination of their | |
Contribution(s) with the Work to which such Contribution(s) was | |
submitted. If You institute patent litigation against any entity | |
(including a cross-claim or counterclaim in a lawsuit) alleging that | |
the Work or a Contribution incorporated within the Work constitutes | |
direct or contributory patent infringement, then any patent licenses | |
granted to You under this License for that Work shall terminate as | |
of the date such litigation is filed. | |
iii License to Third Party Works: From time to time Cockroach Labs may | |
use, or provide You access to, Third Party Works in connection | |
CockroachDB Enterprise Edition. You acknowledge and agree that in | |
addition to this Agreement, Your use of Third Party Works is subject | |
to all other terms and conditions set forth in the License provided | |
with or contained in such Third Party Works. Some Third Party Works | |
may be licensed to You solely for use with CockroachDB Enterprise | |
Edition under the terms of a third party License, or as otherwise | |
notified by Cockroach Labs, and not under the terms of this | |
Agreement. You agree that the owners and third party licensors of | |
Third Party Works are intended third party beneficiaries to this | |
Agreement. | |
3. Support. From time to time, in its sole discretion, Cockroach Labs may | |
offer professional services or support for CockroachDB, which may now or in | |
the future be subject to additional fees. | |
4. Fees for CockroachDB Enterprise Edition or CockroachDB Support. | |
(a) Fees. The License to CockroachDB Enterprise Edition is conditioned upon | |
Your payment of the fees specified on | |
https://cockroachlabs.com/pricing | |
which You agree to pay to Cockroach Labs in accordance with the payment | |
terms set out on that page. Any professional services or support for | |
CockroachDB may also be subject to Your payment of fees, which will be | |
specified by Cockroach Labs when you sign up to receive such | |
professional services or support. Cockroach Labs reserves the right to | |
change the fees at any time with prior written notice; for recurring | |
fees, any such adjustments will take effect as of the next pay period. | |
(b) Overdue Payments and Taxes. Overdue payments are subject to a service | |
charge equal to the lesser of 1.5% per month or the maximum legal | |
interest rate allowed by law, and You shall pay all Cockroach Labs’ | |
reasonable costs of collection, including court costs and attorneys’ | |
fees. Fees are stated and payable in U.S. dollars and are exclusive of | |
all sales, use, value added and similar taxes, duties, withholdings and | |
other governmental assessments (but excluding taxes based on Cockroach | |
Labs’ income) that may be levied on the transactions contemplated by | |
this Agreement in any jurisdiction, all of which are Your responsibility | |
unless you have provided Cockroach Labs with a valid tax-exempt | |
certificate. | |
(c) Record-keeping and Audit. If fees for CockroachDB Enterprise Edition | |
are based on the number of cores or servers running on CockroachDB | |
Enterprise Edition or another use-based unit of measurement, You must | |
maintain complete and accurate records with respect to Your use of | |
CockroachDB Enterprise Edition and will provide such records to | |
Cockroach Labs for inspection or audit upon Cockroach Labs’ reasonable | |
request. If an inspection or audit uncovers additional usage by You for | |
which fees are owed under this Agreement, then You shall pay for such | |
additional usage at Cockroach Labs’ then-current rates. | |
5. Trial License. If You have signed up for a trial or evaluation of | |
CockroachDB Enterprise Edition, Your License to CockroachDB Enterprise | |
Edition is granted without charge for the trial or evaluation period | |
specified when You signed up, or if no term was specified, for thirty (30) | |
calendar days, provided that Your License is granted solely for purposes of | |
Your internal evaluation of Cockroach Enterprise Edition during the trial | |
or evaluation period (a "Trial License"). You may not use CockroachDB | |
Enterprise Edition under a Trial License more than once in any twelve (12) | |
month period. Cockroach Labs may revoke a Trial License at any time and | |
for any reason. Sections 3, 4, 9 and 11 of this Agreement do not apply to | |
Trial Licenses. | |
6. Redistribution. You may reproduce and distribute copies of the Work or | |
Derivative Works thereof in any medium, with or without modifications, and | |
in Source or Object form, provided that You meet the following conditions: | |
(a) You must give any other recipients of the Work or Derivative Works a | |
copy of this License; and | |
(b) You must cause any modified files to carry prominent notices stating | |
that You changed the files; and | |
(c) You must retain, in the Source form of any Derivative Works that You | |
distribute, all copyright, patent, trademark, and attribution notices | |
from the Source form of the Work, excluding those notices that do not | |
pertain to any part of the Derivative Works; and | |
(d) If the Work includes a "NOTICE" text file as part of its distribution, | |
then any Derivative Works that You distribute must include a readable | |
copy of the attribution notices contained within such NOTICE file, | |
excluding those notices that do not pertain to any part of the | |
Derivative Works, in at least one of the following places: within a | |
NOTICE text file distributed as part of the Derivative Works; within the | |
Source form or documentation, if provided along with the Derivative | |
Works; or, within a display generated by the Derivative Works, if and | |
wherever such third-party notices normally appear. The contents of the | |
NOTICE file are for informational purposes only and do not modify the | |
License. You may add Your own attribution notices within Derivative | |
Works that You distribute, alongside or as an addendum to the NOTICE | |
text from the Work, provided that such additional attribution notices | |
cannot be construed as modifying the License. | |
You may add Your own copyright statement to Your modifications and may | |
provide additional or different license terms and conditions for use, | |
reproduction, or distribution of Your modifications, or for any such | |
Derivative Works as a whole, provided Your use, reproduction, and | |
distribution of the Work otherwise complies with the conditions stated | |
in this License. | |
(e) Enterprise Derivative Works: Derivative Works of CockroachDB Enterprise | |
Edition ("Enterprise Derivative Works") may be made, reproduced and | |
distributed in any medium, with or without modifications, in Source or | |
Object form, provided that each Enterprise Derivative Work will be | |
considered to include a License to CockroachDB Enterprise Edition and | |
thus will be subject to the payment of fees to Cockroach Labs by any | |
user of the Enterprise Derivative Work. | |
7. Submission of Contributions. Unless You explicitly state otherwise, any | |
Contribution intentionally submitted for inclusion in CockroachDB by You to | |
Cockroach Labs shall be under the terms and conditions of | |
https://cla-assistant.io/cockroachdb/cockroach | |
(which is based off of the Apache License), without any additional terms or | |
conditions, payments of royalties or otherwise to Your benefit. | |
Notwithstanding the above, nothing herein shall supersede or modify the | |
terms of any separate license agreement You may have executed with | |
Cockroach Labs regarding such Contributions. | |
8. Trademarks. This License does not grant permission to use the trade names, | |
trademarks, service marks, or product names of Licensor, except as required | |
for reasonable and customary use in describing the origin of the Work and | |
reproducing the content of the NOTICE file. | |
9. Limited Warranty. | |
(a) Warranties. Cockroach Labs warrants to You that: (i) CockroachDB | |
Enterprise Edition will materially perform in accordance with the | |
applicable documentation for ninety (90) days after initial delivery to | |
You; and (ii) any professional services performed by Cockroach Labs | |
under this Agreement will be performed in a workmanlike manner, in | |
accordance with general industry standards. | |
(b) Exclusions. Cockroach Labs’ warranties in this Section 9 do not extend | |
to problems that result from: (i) Your failure to implement updates | |
issued by Cockroach Labs during the warranty period; (ii) any | |
alterations or additions (including Enterprise Derivative Works and | |
Contributions) to CockroachDB not performed by or at the direction of | |
Cockroach Labs; (iii) failures that are not reproducible by Cockroach | |
Labs; (iv) operation of CockroachDB Enterprise Edition in violation of | |
this Agreement or not in accordance with its documentation; (v) failures | |
caused by software, hardware or products not licensed or provided by | |
Cockroach Labs hereunder; or (vi) Third Party Works. | |
(c) Remedies. In the event of a breach of a warranty under this Section 9, | |
Cockroach Labs will, at its discretion and cost, either repair, replace | |
or re-perform the applicable Works or services or refund a portion of | |
fees previously paid to Cockroach Labs that are associated with the | |
defective Works or services. This is Your exclusive remedy, and | |
Cockroach Labs’ sole liability, arising in connection with the limited | |
warranties herein. | |
10. Disclaimer of Warranty. Except as set out in Section 9, unless required | |
by applicable law, Licensor provides the Work (and each Contributor | |
provides its Contributions) on an "AS IS" BASIS, WITHOUT WARRANTIES OR | |
CONDITIONS OF ANY KIND, either express or implied, arising out of course | |
of dealing, course of performance, or usage in trade, including, without | |
limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, | |
MERCHANTABILITY, CORRECTNESS, RELIABILITY, or FITNESS FOR A PARTICULAR | |
PURPOSE, all of which are hereby disclaimed. You are solely responsible | |
for determining the appropriateness of using or redistributing Works and | |
assume any risks associated with Your exercise of permissions under the | |
applicable License for such Works. | |
11. Limited Indemnity. | |
(a) Indemnity. Cockroach Labs will defend, indemnify and hold You harmless | |
against any third party claims, liabilities or expenses incurred | |
(including reasonable attorneys’ fees), as well as amounts finally | |
awarded in a settlement or a non-appealable judgement by a court | |
("Losses"), to the extent arising from any claim or allegation by a | |
third party that CockroachDB Enterprise Edition infringes or | |
misappropriates a valid United States patent, copyright or trade secret | |
right of a third party; provided that You give Cockroach Labs: (i) | |
prompt written notice of any such claim or allegation; (ii) sole control | |
of the defense and settlement thereof; and (iii) reasonable cooperation | |
and assistance in such defense or settlement. If any Work within | |
CockroachDB Enterprise Edition becomes or, in Cockroach Labs’ opinion, | |
is likely to become, the subject of an injunction, Cockroach Labs may, | |
at its option, (A) procure for You the right to continue using such | |
Work, (B) replace or modify such Work so that it becomes non-infringing | |
without substantially compromising its functionality, or, if (A) and (B) | |
are not commercially practicable, then (C) terminate Your license to the | |
allegedly infringing Work and refund to You a prorated portion of the | |
prepaid and unearned fees for such infringing Work. The foregoing | |
states the entire liability of Cockroach Labs with respect to | |
infringement of patents, copyrights, trade secrets or other intellectual | |
property rights. | |
(b) Exclusions. The foregoing obligations shall not apply to: (i) Works | |
modified by any party other than Cockroach Labs (including Enterprise | |
Derivative Works and Contributions), if the alleged infringement relates | |
to such modification, (ii) Works combined or bundled with any products, | |
processes or materials not provided by Cockroach Labs where the alleged | |
infringement relates to such combination, (iii) use of a version of | |
CockroachDB Enterprise Edition other than the version that was current | |
at the time of such use, as long as a non-infringing version had been | |
released, (iv) any Works created to Your specifications, (v) | |
infringement or misappropriation of any proprietary right in which You | |
have an interest, or (vi) Third Party Works. You will defend, indemnify | |
and hold Cockroach Labs harmless against any Losses arising from any | |
such claim or allegation, subject to conditions reciprocal to those in | |
Section 11(a). | |
12. Limitation of Liability. In no event and under no legal or equitable | |
theory, whether in tort (including negligence), contract, or otherwise, | |
unless required by applicable law (such as deliberate and grossly | |
negligent acts), and notwithstanding anything in this Agreement to the | |
contrary, shall Licensor or any Contributor be liable to You for (i) any | |
amounts in excess, in the aggregate, of the fees paid by You to Cockroach | |
Labs under this Agreement in the twelve (12) months preceding the date the | |
first cause of liability arose), or (ii) any indirect, special, | |
incidental, punitive, exemplary, reliance, or consequential damages of any | |
character arising as a result of this Agreement or out of the use or | |
inability to use the Work (including but not limited to damages for loss | |
of goodwill, profits, data or data use, work stoppage, computer failure or | |
malfunction, cost of procurement of substitute goods, technology or | |
services, or any and all other commercial damages or losses), even if such | |
Licensor or Contributor has been advised of the possibility of such | |
damages. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE | |
ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. | |
13. Accepting Warranty or Additional Liability. While redistributing Works or | |
Derivative Works thereof, and without limiting your obligations under | |
Section 6, You may choose to offer, and charge a fee for, acceptance of | |
support, warranty, indemnity, or other liability obligations and/or rights | |
consistent with this License. However, in accepting such obligations, You | |
may act only on Your own behalf and on Your sole responsibility, not on | |
behalf of any other Contributor, and only if You agree to indemnify, | |
defend, and hold Cockroach Labs and each other Contributor harmless for | |
any liability incurred by, or claims asserted against, such Contributor by | |
reason of your accepting any such warranty or additional liability. | |
14. General. | |
(a) Relationship of Parties. You and Cockroach Labs are independent | |
contractors, and nothing herein shall be deemed to constitute either | |
party as the agent or representative of the other or both parties as | |
joint venturers or partners for any purpose. | |
(b) Export Control. You shall comply with the U.S. Foreign Corrupt | |
Practices Act and all applicable export laws, restrictions and | |
regulations of the U.S. Department of Commerce, and any other applicable | |
U.S. and foreign authority. | |
(c) Assignment. This Agreement and the rights and obligations herein may | |
not be assigned or transferred, in whole or in part, by You without the | |
prior written consent of Cockroach Labs. Any assignment in violation of | |
this provision is void. This Agreement shall be binding upon, and inure | |
to the benefit of, the successors and permitted assigns of the parties. | |
(d) Governing Law. This Agreement shall be governed by and construed under | |
the laws of the State of New York and the United States without regard | |
to conflicts of laws provisions thereof, and without regard to the | |
Uniform Computer Information Transactions Act. | |
(e) Attorneys’ Fees. In any action or proceeding to enforce rights under | |
this Agreement, the prevailing party shall be entitled to recover its | |
costs, expenses and attorneys’ fees. | |
(f) Severability. If any provision of this Agreement is held to be invalid, | |
illegal or unenforceable in any respect, that provision shall be limited | |
or eliminated to the minimum extent necessary so that this Agreement | |
otherwise remains in full force and effect and enforceable. | |
(g) Entire Agreement; Waivers; Modification. This Agreement constitutes the | |
entire agreement between the parties relating to the subject matter | |
hereof and supersedes all proposals, understandings, or discussions, | |
whether written or oral, relating to the subject matter of this | |
Agreement and all past dealing or industry custom. The failure of either | |
party to enforce its rights under this Agreement at any time for any | |
period shall not be construed as a waiver of such rights. No changes, | |
modifications or waivers to this Agreement will be effective unless in | |
writing and signed by both parties. |