TIMESCALE LICENSE AGREEMENT
PLEASE READ CAREFULLY THIS TIMESCALE LICENSE AGREEMENT ("TSL Agreement"), WHICH CONSTITUTES A LEGALLY BINDING AGREEMENT AND GOVERNS USE OF THE TIMESCALE TIME-SERIES DATABASE SOFTWARE AND RELATED SOFTWARE THAT IS PROVIDED SUBJECT TO THIS TSL AGREEMENT. BY INSTALLING OR USING SUCH SOFTWARE, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS TSL AGREEMENT. IF YOU DO NOT AGREE WITH SUCH TERMS AND CONDITIONS, YOU MAY NOT INSTALL OR USE SUCH SOFTWARE. IF YOU ARE INSTALLING OR USING SUCH SOFTWARE ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO AGREE TO THE TERMS AND CONDITIONS OF THIS TSL AGREEMENT ON BEHALF OF THAT LEGAL ENTITY AND THE RIGHT TO BIND THAT LEGAL ENTITY TO THIS TSL AGREEMENT.This TSL Agreement is entered into by and between Timescale, Inc. ("Timescale") and you or the legal entity on whose behalf you are accepting this TSL Agreement ("You").0. BACKGROUND
The Timescale time-series database software and related software is offered as "open code" or "source-available" code. This means that all source code of the software is available for inspection and download at https://github.com/timescale. The Timescale software is composed of two major pieces.The first piece (referred to herein as the Timescale Open Source Software, as defined below) is open source software that is licensed under the Apache Version 2.0 license.The second piece (referred to herein as the TSL Licensed Software, as defined below) is all of the Timescale Software other than the Timescale Open Source Software. The TSL Licensed Software may be used under this TSL Agreement without charge.1. GOVERNING LICENSES
1.1 Source Code. The source code for all Timescale Software is made publicly available by Timescale at https://github.com/timescale. However, different license agreements govern the use of different parts of the Timescale Software source code. The use of Timescale Open Source Software, in both source and executable forms, is governed by the terms of the Apache License Version 2.0, a copy of which is available at https://opensource.org/licenses/Apache-2.0. The use of all other Timescale Software, in both source and executable forms, is governed by this TSL Agreement. 1.2 License Rights to Your Customers. As set forth in Section 2.1 below, the use by Your customers of the Timescale Software as part of any Value Added Products or Services that You distribute will be subject to the most current version of this TSL Agreement.
2. GRANT OF LICENSES
2.1 Grant. Conditioned upon compliance with all of the terms and conditions of this TSL Agreement, Timescale grants to You at no charge the following limited, non-exclusive, non-transferable, fully paid up, worldwide licenses, without the right to grant or authorize sublicenses (except as set forth in Section 2.3):(a) Internal Use. A license to copy, compile, install, and use the Timescale Software and Derivative Works solely for Your own internal business purposes in a manner that does not expose or give access to, directly or indirectly (e.g., via a wrapper), the Timescale Data Definition Interfaces or the Timescale Data Manipulation Interfaces to any person or entity other than You or Your employees and Contractors working on Your behalf.
(b) Value Added Products or Services. A license (i) to copy, compile, install, and use the Timescale Software, Derivative Works, or parts thereof to develop and maintain Your Value Added Products or Services, (ii) to utilize (in the case of services) copies of the Timescale Software, Derivative Works, or parts thereof solely as incorporated into or utilized with Your Value Added Products or Services, and (iii) to distribute (in the case of products that are distributed to Your customers) copies of the Timescale Software binaries or of Derivative Works solely in binary form, and both solely as incorporated into or utilized with Your Value Added Products or Services; provided that (1) You notify Your customers that use of such Timescale Software or Derivative Works is subject to this TSL Agreement and You provide to each such customer a copy of the most current version of this TSL Agreement or a URL from which the most current version of this TSL Agreement may be obtained, and (2) the customer is prohibited, either contractually or technically, from defining, redefining, or modifying the database schema or other structural aspects of database objects, such as through use of the Timescale Data Definition Interfaces, in a Timescale Database utilized by such Value Added Products or Services.
(c) Distribution of Source Code or Binaries in Standalone Form. Subject to the prohibitions in Section 2.2 below, a license to copy and distribute the Timescale Software source code and binaries solely in unmodified standalone form and subject to the terms and conditions of the most current version of this TSL Agreement.
(d) Derivative Works. A license (i) to prepare, compile, and test Derivative Works of the TSL Licensed Software; (ii) to use Derivative Works for Internal Use solely as expressly permitted in Section 2.1(a); (iii) to utilize Derivative Works with Your Value Added Products or Services solely as expressly permitted in Section 2.1(b); (iv) to distribute Derivative Works in binary form with Your Value Added Products or Services solely as expressly permitted in Section 2.1(b); and (v) to distribute Derivative Works back to Timescale under Timescale's Contributor Agreement for potential incorporation into Timescale's maintained code base at its sole discretion.
2.2 Prohibitions. Notwithstanding any other provision in this TSL Agreement, You are prohibited from (i) using any TSL Licensed Software to provide time-sharing services or database-as-a-service services, or to provide any form of software-as-a-service or service offering in which the TSL Licensed Software is offered or made available to third parties to provide time-series database functions or operations, other than as part of Your Value Added Products or Services, or (ii) copying or distributing any TSL Licensed Software for use in any of the foregoing ways. In addition, You agree not to, except as expressly permitted in Section 2.1(d), prepare Derivative Works of any TSL Licensed Software or, except as expressly permitted herein, transfer, sell, rent, lease, sublicense, loan, or otherwise transfer or make available any TSL Licensed Software, whether in source code or binary executable form.
2.3 Affiliates and Contractors. You may permit Your Contractors and Affiliates to exercise the licenses set forth in Section 2.1, provided that such exercise by Contractors must be solely for your benefit and/or the benefit of Your Affiliates, and You shall be responsible for all acts and omissions of such Contractors and Affiliates in connection with such exercise of the licenses, including but not limited to breach of any terms of this TSL Agreement.
2.4 Proper Usage. At all times and in all oral, written or electronic communications, You will properly refer to your use of the TSL Licensed Software as “TimescaleDB Community Edition.” (For the avoidance of doubt, all usage of TimescaleDB Open Source should be properly referred to as “TimescaleDB Apache-2 Edition.”)
2.5 Reservation of Rights. Except as expressly set forth in Section 2.1, no other license or rights to the Timescale Software are granted to You under this TSL Agreement, whether by implication, estoppel, or otherwise.
3. DEFINITIONS
In addition to other terms defined elsewhere in this TSL Agreement, the terms below have the following meanings:3.1 "Affiliate" means, if You are a legal entity, any legal entity that controls, is controlled by, or which is under common control with, You, where "control" means ownership of at least fifty percent (50%) of the outstanding voting shares of the legal entity, or the contractual right to establish policy for, and manage the operations of, the legal entity.
3.2 "Contractor" means a person or entity engaged as a consultant or contractor to perform work on Your behalf, but only to the extent such person or entity is performing such work on Your behalf.
3.3 "Derivative Work" means any modification or enhancement made by You to the TSL Licensed Software, whether in source code, binary executable, intermediate, or other form.
3.4 "Timescale Database" means a time-series database that is created and/or used by the Timescale Software.
3.5 "Timescale Data Definition Interfaces" means SQL commands and other interfaces of the Timescale Software that can be used to define or modify the database schema and other structural aspects of database objects in a Timescale Database, including Data Definition Language (DDL) commands such as CREATE, DROP, ALTER, TRUNCATE, COMMENT, and RENAME.
3.6 "Timescale Data Manipulation Interfaces" means SQL commands and analytical function, procedural, and other types of application programming interfaces or commands, that allow the use, manipulation, and control of data present in a Timescale Database, including Data Manipulation Language (DDL) commands such as SELECT, INSERT, UPDATE, and DELETE, Data Control Language (DCL) commands such as GRANT and REVOKE, and Transaction Control Language (TCL) commands such as COMMIT, ROLLBACK, SAVEPOINT, and SET TRANSACTION.
3.7 "Timescale Open Source Software" means those portions of the Timescale Software that Timescale makes publicly available for distribution from time to time as open source software under the terms of the Apache License Version 2.0 or, in some limited instances, under other open source licenses (such as the PostgreSQL license) as identified in the applicable source code files and/or accompanying notices.
3.8 "Timescale Software" means, collectively, all time-series database software and related software made publicly available by Timescale for distribution from time to time, in both source code and binary executable form, which includes the Timescale Open Source Software and the TSL Licensed Software.
3.9 "TSL Licensed Software" means those parts of the Timescale Software other than the Timescale Open Source Software.
3.10 "Value Added Products or Services" means products or services developed by or for You that utilize (for example, as a back-end function or part of a software stack) all or parts of the Timescale Software to provide time-series database storage and operations in support of larger value-added products or services (for example, an IoT platform or vertical-specific application) with respect to which all of the following are true:(i) such value-added products or services are not primarily database storage or operations products or services;
(ii) such value-added products or services add substantial value of a different nature to the time-series database storage and operations afforded by the Timescale Software and are the key functions upon which such products or services are offered and marketed; and
(iii) users of such Value Added Products or Services are prohibited, either contractually or technically, from defining, redefining, or modifying the database schema or other structural aspects of database objects, such as through use of the Timescale Data Definition Interfaces, in a Timescale Database utilized by such Value Added Products or Services.
4. TERMINATION
This TSL Agreement will automatically terminate, whether or not You receive notice of such termination from Timescale, in the event You breach any of its terms or conditions. In accordance with Section 6 below, Timescale shall have no liability for any damage, loss, or expense of any kind, whether consequential, indirect, or direct, suffered or incurred by You arising from or incident to the termination of this TSL Agreement, whether or not Timescale has been advised or is aware of any such potential damage, loss, or expense.5. DISCLAIMER OF WARRANTIES
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ALL TIMESCALE SOFTWARE PROVIDED UNDER THIS TSL AGREEMENT, INCLUDING ALL PORTIONS OF THE TIMESCALE SOFTWARE SUPPLIED ON A TRIAL BASIS, ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND AND TIMESCALE DISCLAIMS ALL SUCH WARRANTIES, WHETHER EXPRESS, STATUTORY, OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING FROM USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE FOREGOING, TIMESCALE MAKES NO WARRANTY OR REPRESENTATION AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, PROFITABILITY, SUPPORT, PERFORMANCE, LOSS OF USE OR LOSS OF DATA, AVAILABILITY, OR ACCURACY OF THE TIMESCALE SOFTWARE. YOU ACKNOWLEDGE THAT CHANGES MADE BY TIMESCALE TO THE TIMESCALE SOFTWARE MAY DISRUPT INTEROPERATION WITH YOUR VALUE ADDED PRODUCTS OR SERVICES. TIMESCALE AND ITS LICENSORS DO NOT WARRANT THAT THE TIMESCALE SOFTWARE, OR ANY PORTION THEREOF, IS ERROR FREE OR WILL OPERATE WITHOUT INTERRUPTION, OR THAT ANY VALUE ADDED PRODUCT OR SERVICE INTEROPERATING WITH THE TIMESCALE SOFTWARE WILL NOT EXPERIENCE LOSS OF USE OR LOSS OF DATA. YOU ACKNOWLEDGE THAT IN ENTERING INTO THIS TSL AGREEMENT, YOU HAVE NOT RELIED ON ANY PROMISE, WARRANTY, OR REPRESENTATION NOT EXPRESSLY SET FORTH IN THIS AGREEMENT.6. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL TIMESCALE OR ITS LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOSS OF PROFITS OR REVENUE, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF COVER OR SUBSTITUTE GOODS OR SERVICES, OR FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, HOWEVER CAUSED, RELATED TO, OR ARISING OUT OF THIS TSL AGREEMENT, ITS TERMINATION OR THE PERFORMANCE OR FAILURE TO PERFORM THIS TSL AGREEMENT, OR THE USE OR INABILITY TO USE THE TIMESCALE SOFTWARE, WHETHER ALLEGED AS A BREACH OF CONTRACT, BREACH OF WARRANTY, TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, OR ANY OTHER LEGAL THEORY, EVEN IF TIMESCALE HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.7. GENERAL
7.1 Complete Agreement. This TSL Agreement completely and exclusively states the entire agreement of the parties regarding the subject matter hereof and supersedes all prior proposals, agreements, or other communications between the parties, oral or written, regarding such subject matter.
7.2 Modification. This TSL Agreement may be modified by Timescale from time to time, and any such modifications will be effective upon the "Posted Date" set forth at the top of the modified agreement. The modified agreement shall govern any new version of the TSL Licensed Software (and all its constituent source code and binaries) that is officially released as a complete version release by Timescale on or after such Posted Date. Except as set forth in this Section 7.2, this TSL Agreement may not be amended except by a writing executed by both parties.
7.3 Governing Law. This TSL Agreement shall be governed by and construed solely under the laws of the State of New York, without application of any choice of law rules or principles that would lead to the applicability of the law of any other jurisdiction. None of the provisions of either the United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act shall apply.
7.4 Unenforceability. If any provision of this TSL Agreement is held unenforceable, the remaining provisions of this TSL Agreement shall remain in effect and the unenforceable provision shall be replaced by an enforceable provision that best reflects the original intent of the parties.
7.5 Injunctive Relief. You acknowledge that a breach or threatened breach of any provision of this TSL Agreement will cause irreparable harm to Timescale for which damages at law will not provide adequate relief, and Timescale shall therefore be entitled to injunctive relief against such breach or threatened breach without being required to post a bond.
7.6 Assignment. You may not assign this TSL Agreement, including by operation of law in connection with a merger or acquisition or otherwise, in whole or in part, without the prior written consent of Timescale, which Timescale may grant or withhold in its sole and absolute discretion. Any assignment in violation of the preceding sentence is void.
7.7 Independent Contractors. The parties to this TSL Agreement are independent contractors and this TSL Agreement does not establish any relationship of partnership, joint venture, employment, franchise, or agency
7.8 U.S. Government Rights. The Timescale Software and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable, and are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions of this TSL Agreement.
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