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 Core and CockroachDB Enterprise editions, as
defined below.

(b) "CockroachDB Core" 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 Core.The License for CockroachDB Core 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 Core is a no-cost, entry-level license and as such,
contains the following disclaimers: NOTWITHSTANDING ANYTHING TO THE CONTRARY
HEREIN, COCKROACHDB CORE 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 Core.

(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

/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 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.
