1 CockroachDB Community License Agreement
3 Please read this CockroachDB Community License Agreement (the "Agreement")
4 carefully before using CockroachDB (as defined below), which is offered by
5 Cockroach Labs, Inc. or its affiliated Legal Entities ("Cockroach Labs").
7 By downloading CockroachDB or using it in any manner, You agree that You have
8 read and agree to be bound by the terms of this Agreement. If You are
9 accessing CockroachDB on behalf of a Legal Entity, You represent and warrant
10 that You have the authority to agree to these terms on its behalf and the
11 right to bind that Legal Entity to this Agreement. Use of CockroachDB is
12 expressly conditioned upon Your assent to all the terms of this Agreement, to
13 the exclusion of all other terms.
15 1. Definitions. In addition to other terms defined elsewhere in this
16 Agreement, the terms below have the following meanings.
18 (a) "CockroachDB" shall mean the SQL database software provided by Cockroach
19 Labs, including both CockroachDB Community and CockroachDB Enterprise
20 editions, as defined below.
22 (b) "CockroachDB Community Edition" shall mean the open source version of
23 CockroachDB, available free of charge at
25 https://github.com/cockroachdb/cockroach
27 (c) "Cockroach Enterprise Edition" shall mean the additional features made
28 available by Cockroach Labs, the use of which is subject to additional
31 (d) "Contribution" shall mean any work of authorship, including the original
32 version of the Work and any modifications or additions to that Work or
33 Derivative Works thereof, that is intentionally submitted Cockroach Labs
34 for inclusion in the Work by the copyright owner or by an individual or
35 Legal Entity authorized to submit on behalf of the copyright owner. For
36 the purposes of this definition, "submitted" means any form of
37 electronic, verbal, or written communication sent to Cockroach Labs or
38 its representatives, including but not limited to communication on
39 electronic mailing lists, source code control systems, and issue
40 tracking systems that are managed by, or on behalf of, Cockroach Labs
41 for the purpose of discussing and improving the Work, but excluding
42 communication that is conspicuously marked or otherwise designated in
43 writing by the copyright owner as "Not a Contribution."
45 (e) "Contributor" shall mean any copyright owner or individual or Legal
46 Entity authorized by the copyright owner, other than Cockroach Labs,
47 from whom Cockroach Labs receives a Contribution that Cockroach Labs
48 subsequently incorporates within the Work.
50 (f) "Derivative Works" shall mean any work, whether in Source or Object
51 form, that is based on (or derived from) the Work, such as a
52 translation, abridgement, condensation, or any other recasting,
53 transformation, or adaptation for which the editorial revisions,
54 annotations, elaborations, or other modifications represent, as a whole,
55 an original work of authorship. For the purposes of this License,
56 Derivative Works shall not include works that remain separable from, or
57 merely link (or bind by name) to the interfaces of, the Work and
58 Derivative Works thereof.
60 (g) "Legal Entity" shall mean the union of the acting entity and all other
61 entities that control, are controlled by, or are under common control
62 with that entity. For the purposes of this definition, "control" means
63 (i) the power, direct or indirect, to cause the direction or management
64 of such entity, whether by contract or otherwise, or (ii) ownership of
65 fifty percent (50%) or more of the outstanding shares, or (iii)
66 beneficial ownership of such entity.
68 (h) "License" shall mean the terms and conditions for use, reproduction, and
69 distribution of a Work as defined by this Agreement.
71 (i) "Licensor" shall mean Cockroach Labs or a Contributor, as applicable.
73 (j) "Object" form shall mean any form resulting from mechanical
74 transformation or translation of a Source form, including but not
75 limited to compiled object code, generated documentation, and
76 conversions to other media types.
78 (k) "Source" form shall mean the preferred form for making modifications,
79 including but not limited to software source code, documentation source,
80 and configuration files.
82 (l) "Third Party Works" shall mean Works, including Contributions, and other
83 technology owned by a person or Legal Entity other than Cockroach Labs,
84 as indicated by a copyright notice that is included in or attached to
85 such Works or technology.
87 (m) "Work" shall mean the work of authorship, whether in Source or Object
88 form, made available under a License, as indicated by a copyright notice
89 that is included in or attached to the work.
91 (n) "You" (or "Your") shall mean an individual or Legal Entity exercising
92 permissions granted by this License.
96 (a) License to CockroachDB Community Edition. The License for CockroachDB
97 Community Edition is the Apache License, Version 2.0 ("Apache License").
98 The Apache License includes a grant of patent license, as well as
99 redistribution rights that are contingent on several requirements.
102 http://www.apache.org/licenses/LICENSE-2.0
104 for full terms. CockroachDB Community Edition is a no-cost, entry-level
105 license and as such, contains the following disclaimers: NOTWITHSTANDING
106 ANYTHING TO THE CONTRARY HEREIN, COCKROACHDB COMMUNITY EDITION IS
107 PROVIDED "AS IS" AND "AS AVAILABLE", AND ALL EXPRESS OR IMPLIED
108 WARRANTIES ARE EXCLUDED AND DISCLAIMED, INCLUDING WITHOUT LIMITATION THE
109 IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
110 NON-INFRINGEMENT, AND ANY WARRANTIES ARISING BY STATUTE OR OTHERWISE IN
111 LAW OR FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USE IN TRADE.
112 For clarity, the terms of this Agreement, other than the relevant
113 definitions in Section 1 and this Section 2(a) do not apply to
114 CockroachDB Community Edition.
116 (b) License to CockroachDB Enterprise Edition.
118 i Grant of Copyright License: Subject to the terms of this Agreement,
119 Licensor hereby grants to You a worldwide, non-exclusive,
120 non-transferable limited license to reproduce, prepare Enterprise
121 Derivative Works (as defined below) of, publicly display, publicly
122 perform, sublicense, and distribute CockroachDB Enterprise Edition
123 for Your business purposes, for so long as You are not in violation
124 of this Section 2(b) and are current on all payments required by
127 ii Grant of Patent License: Subject to the terms of this Agreement,
128 Licensor hereby grants to You a worldwide, non-exclusive,
129 non-transferable limited patent license to make, have made, use,
130 offer to sell, sell, import, and otherwise transfer CockroachDB
131 Enterprise Edition, where such license applies only to those patent
132 claims licensable by Licensor that are necessarily infringed by
133 their Contribution(s) alone or by combination of their
134 Contribution(s) with the Work to which such Contribution(s) was
135 submitted. If You institute patent litigation against any entity
136 (including a cross-claim or counterclaim in a lawsuit) alleging that
137 the Work or a Contribution incorporated within the Work constitutes
138 direct or contributory patent infringement, then any patent licenses
139 granted to You under this License for that Work shall terminate as
140 of the date such litigation is filed.
142 iii License to Third Party Works: From time to time Cockroach Labs may
143 use, or provide You access to, Third Party Works in connection
144 CockroachDB Enterprise Edition. You acknowledge and agree that in
145 addition to this Agreement, Your use of Third Party Works is subject
146 to all other terms and conditions set forth in the License provided
147 with or contained in such Third Party Works. Some Third Party Works
148 may be licensed to You solely for use with CockroachDB Enterprise
149 Edition under the terms of a third party License, or as otherwise
150 notified by Cockroach Labs, and not under the terms of this
151 Agreement. You agree that the owners and third party licensors of
152 Third Party Works are intended third party beneficiaries to this
155 3. Support. From time to time, in its sole discretion, Cockroach Labs may
156 offer professional services or support for CockroachDB, which may now or in
157 the future be subject to additional fees.
159 4. Fees for CockroachDB Enterprise Edition or CockroachDB Support.
161 (a) Fees. The License to CockroachDB Enterprise Edition is conditioned upon
162 Your payment of the fees specified on
164 https://cockroachlabs.com/pricing
166 which You agree to pay to Cockroach Labs in accordance with the payment
167 terms set out on that page. Any professional services or support for
168 CockroachDB may also be subject to Your payment of fees, which will be
169 specified by Cockroach Labs when you sign up to receive such
170 professional services or support. Cockroach Labs reserves the right to
171 change the fees at any time with prior written notice; for recurring
172 fees, any such adjustments will take effect as of the next pay period.
174 (b) Overdue Payments and Taxes. Overdue payments are subject to a service
175 charge equal to the lesser of 1.5% per month or the maximum legal
176 interest rate allowed by law, and You shall pay all Cockroach Labs’
177 reasonable costs of collection, including court costs and attorneys’
178 fees. Fees are stated and payable in U.S. dollars and are exclusive of
179 all sales, use, value added and similar taxes, duties, withholdings and
180 other governmental assessments (but excluding taxes based on Cockroach
181 Labs’ income) that may be levied on the transactions contemplated by
182 this Agreement in any jurisdiction, all of which are Your responsibility
183 unless you have provided Cockroach Labs with a valid tax-exempt
186 (c) Record-keeping and Audit. If fees for CockroachDB Enterprise Edition
187 are based on the number of cores or servers running on CockroachDB
188 Enterprise Edition or another use-based unit of measurement, You must
189 maintain complete and accurate records with respect to Your use of
190 CockroachDB Enterprise Edition and will provide such records to
191 Cockroach Labs for inspection or audit upon Cockroach Labs’ reasonable
192 request. If an inspection or audit uncovers additional usage by You for
193 which fees are owed under this Agreement, then You shall pay for such
194 additional usage at Cockroach Labs’ then-current rates.
196 5. Trial License. If You have signed up for a trial or evaluation of
197 CockroachDB Enterprise Edition, Your License to CockroachDB Enterprise
198 Edition is granted without charge for the trial or evaluation period
199 specified when You signed up, or if no term was specified, for thirty (30)
200 calendar days, provided that Your License is granted solely for purposes of
201 Your internal evaluation of Cockroach Enterprise Edition during the trial
202 or evaluation period (a "Trial License"). You may not use CockroachDB
203 Enterprise Edition under a Trial License more than once in any twelve (12)
204 month period. Cockroach Labs may revoke a Trial License at any time and
205 for any reason. Sections 3, 4, 9 and 11 of this Agreement do not apply to
208 6. Redistribution. You may reproduce and distribute copies of the Work or
209 Derivative Works thereof in any medium, with or without modifications, and
210 in Source or Object form, provided that You meet the following conditions:
212 (a) You must give any other recipients of the Work or Derivative Works a
213 copy of this License; and
215 (b) You must cause any modified files to carry prominent notices stating
216 that You changed the files; and
218 (c) You must retain, in the Source form of any Derivative Works that You
219 distribute, all copyright, patent, trademark, and attribution notices
220 from the Source form of the Work, excluding those notices that do not
221 pertain to any part of the Derivative Works; and
223 (d) If the Work includes a "NOTICE" text file as part of its distribution,
224 then any Derivative Works that You distribute must include a readable
225 copy of the attribution notices contained within such NOTICE file,
226 excluding those notices that do not pertain to any part of the
227 Derivative Works, in at least one of the following places: within a
228 NOTICE text file distributed as part of the Derivative Works; within the
229 Source form or documentation, if provided along with the Derivative
230 Works; or, within a display generated by the Derivative Works, if and
231 wherever such third-party notices normally appear. The contents of the
232 NOTICE file are for informational purposes only and do not modify the
233 License. You may add Your own attribution notices within Derivative
234 Works that You distribute, alongside or as an addendum to the NOTICE
235 text from the Work, provided that such additional attribution notices
236 cannot be construed as modifying the License.
238 You may add Your own copyright statement to Your modifications and may
239 provide additional or different license terms and conditions for use,
240 reproduction, or distribution of Your modifications, or for any such
241 Derivative Works as a whole, provided Your use, reproduction, and
242 distribution of the Work otherwise complies with the conditions stated
245 (e) Enterprise Derivative Works: Derivative Works of CockroachDB Enterprise
246 Edition ("Enterprise Derivative Works") may be made, reproduced and
247 distributed in any medium, with or without modifications, in Source or
248 Object form, provided that each Enterprise Derivative Work will be
249 considered to include a License to CockroachDB Enterprise Edition and
250 thus will be subject to the payment of fees to Cockroach Labs by any
251 user of the Enterprise Derivative Work.
253 7. Submission of Contributions. Unless You explicitly state otherwise, any
254 Contribution intentionally submitted for inclusion in CockroachDB by You to
255 Cockroach Labs shall be under the terms and conditions of
257 https://cla-assistant.io/cockroachdb/cockroach
259 (which is based off of the Apache License), without any additional terms or
260 conditions, payments of royalties or otherwise to Your benefit.
261 Notwithstanding the above, nothing herein shall supersede or modify the
262 terms of any separate license agreement You may have executed with
263 Cockroach Labs regarding such Contributions.
265 8. Trademarks. This License does not grant permission to use the trade names,
266 trademarks, service marks, or product names of Licensor, except as required
267 for reasonable and customary use in describing the origin of the Work and
268 reproducing the content of the NOTICE file.
272 (a) Warranties. Cockroach Labs warrants to You that: (i) CockroachDB
273 Enterprise Edition will materially perform in accordance with the
274 applicable documentation for ninety (90) days after initial delivery to
275 You; and (ii) any professional services performed by Cockroach Labs
276 under this Agreement will be performed in a workmanlike manner, in
277 accordance with general industry standards.
279 (b) Exclusions. Cockroach Labs’ warranties in this Section 9 do not extend
280 to problems that result from: (i) Your failure to implement updates
281 issued by Cockroach Labs during the warranty period; (ii) any
282 alterations or additions (including Enterprise Derivative Works and
283 Contributions) to CockroachDB not performed by or at the direction of
284 Cockroach Labs; (iii) failures that are not reproducible by Cockroach
285 Labs; (iv) operation of CockroachDB Enterprise Edition in violation of
286 this Agreement or not in accordance with its documentation; (v) failures
287 caused by software, hardware or products not licensed or provided by
288 Cockroach Labs hereunder; or (vi) Third Party Works.
290 (c) Remedies. In the event of a breach of a warranty under this Section 9,
291 Cockroach Labs will, at its discretion and cost, either repair, replace
292 or re-perform the applicable Works or services or refund a portion of
293 fees previously paid to Cockroach Labs that are associated with the
294 defective Works or services. This is Your exclusive remedy, and
295 Cockroach Labs’ sole liability, arising in connection with the limited
298 10. Disclaimer of Warranty. Except as set out in Section 9, unless required
299 by applicable law, Licensor provides the Work (and each Contributor
300 provides its Contributions) on an "AS IS" BASIS, WITHOUT WARRANTIES OR
301 CONDITIONS OF ANY KIND, either express or implied, arising out of course
302 of dealing, course of performance, or usage in trade, including, without
303 limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT,
304 MERCHANTABILITY, CORRECTNESS, RELIABILITY, or FITNESS FOR A PARTICULAR
305 PURPOSE, all of which are hereby disclaimed. You are solely responsible
306 for determining the appropriateness of using or redistributing Works and
307 assume any risks associated with Your exercise of permissions under the
308 applicable License for such Works.
310 11. Limited Indemnity.
312 (a) Indemnity. Cockroach Labs will defend, indemnify and hold You harmless
313 against any third party claims, liabilities or expenses incurred
314 (including reasonable attorneys’ fees), as well as amounts finally
315 awarded in a settlement or a non-appealable judgement by a court
316 ("Losses"), to the extent arising from any claim or allegation by a
317 third party that CockroachDB Enterprise Edition infringes or
318 misappropriates a valid United States patent, copyright or trade secret
319 right of a third party; provided that You give Cockroach Labs: (i)
320 prompt written notice of any such claim or allegation; (ii) sole control
321 of the defense and settlement thereof; and (iii) reasonable cooperation
322 and assistance in such defense or settlement. If any Work within
323 CockroachDB Enterprise Edition becomes or, in Cockroach Labs’ opinion,
324 is likely to become, the subject of an injunction, Cockroach Labs may,
325 at its option, (A) procure for You the right to continue using such
326 Work, (B) replace or modify such Work so that it becomes non-infringing
327 without substantially compromising its functionality, or, if (A) and (B)
328 are not commercially practicable, then (C) terminate Your license to the
329 allegedly infringing Work and refund to You a prorated portion of the
330 prepaid and unearned fees for such infringing Work. The foregoing
331 states the entire liability of Cockroach Labs with respect to
332 infringement of patents, copyrights, trade secrets or other intellectual
335 (b) Exclusions. The foregoing obligations shall not apply to: (i) Works
336 modified by any party other than Cockroach Labs (including Enterprise
337 Derivative Works and Contributions), if the alleged infringement relates
338 to such modification, (ii) Works combined or bundled with any products,
339 processes or materials not provided by Cockroach Labs where the alleged
340 infringement relates to such combination, (iii) use of a version of
341 CockroachDB Enterprise Edition other than the version that was current
342 at the time of such use, as long as a non-infringing version had been
343 released, (iv) any Works created to Your specifications, (v)
344 infringement or misappropriation of any proprietary right in which You
345 have an interest, or (vi) Third Party Works. You will defend, indemnify
346 and hold Cockroach Labs harmless against any Losses arising from any
347 such claim or allegation, subject to conditions reciprocal to those in
350 12. Limitation of Liability. In no event and under no legal or equitable
351 theory, whether in tort (including negligence), contract, or otherwise,
352 unless required by applicable law (such as deliberate and grossly
353 negligent acts), and notwithstanding anything in this Agreement to the
354 contrary, shall Licensor or any Contributor be liable to You for (i) any
355 amounts in excess, in the aggregate, of the fees paid by You to Cockroach
356 Labs under this Agreement in the twelve (12) months preceding the date the
357 first cause of liability arose), or (ii) any indirect, special,
358 incidental, punitive, exemplary, reliance, or consequential damages of any
359 character arising as a result of this Agreement or out of the use or
360 inability to use the Work (including but not limited to damages for loss
361 of goodwill, profits, data or data use, work stoppage, computer failure or
362 malfunction, cost of procurement of substitute goods, technology or
363 services, or any and all other commercial damages or losses), even if such
364 Licensor or Contributor has been advised of the possibility of such
365 damages. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE
366 ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
368 13. Accepting Warranty or Additional Liability. While redistributing Works or
369 Derivative Works thereof, and without limiting your obligations under
370 Section 6, You may choose to offer, and charge a fee for, acceptance of
371 support, warranty, indemnity, or other liability obligations and/or rights
372 consistent with this License. However, in accepting such obligations, You
373 may act only on Your own behalf and on Your sole responsibility, not on
374 behalf of any other Contributor, and only if You agree to indemnify,
375 defend, and hold Cockroach Labs and each other Contributor harmless for
376 any liability incurred by, or claims asserted against, such Contributor by
377 reason of your accepting any such warranty or additional liability.
381 (a) Relationship of Parties. You and Cockroach Labs are independent
382 contractors, and nothing herein shall be deemed to constitute either
383 party as the agent or representative of the other or both parties as
384 joint venturers or partners for any purpose.
386 (b) Export Control. You shall comply with the U.S. Foreign Corrupt
387 Practices Act and all applicable export laws, restrictions and
388 regulations of the U.S. Department of Commerce, and any other applicable
389 U.S. and foreign authority.
391 (c) Assignment. This Agreement and the rights and obligations herein may
392 not be assigned or transferred, in whole or in part, by You without the
393 prior written consent of Cockroach Labs. Any assignment in violation of
394 this provision is void. This Agreement shall be binding upon, and inure
395 to the benefit of, the successors and permitted assigns of the parties.
397 (d) Governing Law. This Agreement shall be governed by and construed under
398 the laws of the State of New York and the United States without regard
399 to conflicts of laws provisions thereof, and without regard to the
400 Uniform Computer Information Transactions Act.
402 (e) Attorneys’ Fees. In any action or proceeding to enforce rights under
403 this Agreement, the prevailing party shall be entitled to recover its
404 costs, expenses and attorneys’ fees.
406 (f) Severability. If any provision of this Agreement is held to be invalid,
407 illegal or unenforceable in any respect, that provision shall be limited
408 or eliminated to the minimum extent necessary so that this Agreement
409 otherwise remains in full force and effect and enforceable.
411 (g) Entire Agreement; Waivers; Modification. This Agreement constitutes the
412 entire agreement between the parties relating to the subject matter
413 hereof and supersedes all proposals, understandings, or discussions,
414 whether written or oral, relating to the subject matter of this
415 Agreement and all past dealing or industry custom. The failure of either
416 party to enforce its rights under this Agreement at any time for any
417 period shall not be construed as a waiver of such rights. No changes,
418 modifications or waivers to this Agreement will be effective unless in
419 writing and signed by both parties.