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