YugabyteDB Master Terms and Conditions

Last Updated: April 2026

These Master Terms and Conditions (the “Agreement”) govern the relationship between YugabyteDB, Inc., a Delaware corporation (“YugabyteDB”), and the entity that executes an Order Form referencing this Agreement (“Customer”). This Agreement is effective as of the effective date of Customer’s first Order Form referencing this Agreement (the “Effective Date”). This Agreement governs Customer’s access to and use of the YugabyteDB Products.

  1. DEFINITIONS
    The terms below have the following meanings:

    1. “Affiliate” means an entity that, directly or indirectly, controls, is controlled by, or is under common control with a party. As used herein, “control” means the power to direct the management or affairs of an entity or the beneficial ownership of fifty percent (50%) or more of the voting equity securities or other equivalent voting interests of an entity.
    2. “Confidential Information” means any information (however conveyed or presented) disclosed by one party to the other that is marked as confidential or proprietary or that, by its nature, ought reasonably to be understood as confidential or proprietary. All YugabyteDB Technology, performance information relating to the YugabyteDB Products, non-public business and technology information, trade secrets and other business sensitive information, and the terms and conditions of this Agreement (including the fees and pricing information) shall be deemed Confidential Information of YugabyteDB without any marking or further designation. Confidential Information does not include Customer Data or information that the recipient already lawfully knew, that becomes public through no fault of the recipient, that was independently developed by the recipient without any reference to or use of Confidential Information, or that was rightfully obtained by the recipient from a third party.
    3. “CPU Core” means a logical or virtual central processing unit that can execute computer programs and is used as the unit of measure for licensing YugabyteDB Products. YugabyteDB calculates CPU Cores based on the environment in which the Software operates, recognizing logical cores or vCPUs as a unit of compute for licensing purposes.
    4. “Customer Data” means information, data, and other content, in any form or medium, that is downloaded, or otherwise received, directly or indirectly (including via a third-party provider), from Customer (including from any Permitted Users on Customer’s behalf) by or through the YugabyteDB Products or provided by Customer to YugabyteDB to input into the YugabyteDB Products.
    5. “Disaster Recovery” means the implementation of business continuity measures that enable data replication—specifically asynchronous replication using xCluster in YugabyteDB—and failover capabilities across at least two fault-tolerant data centers or regions—to ensure the database remains highly available during data center failures, outages, or other disruptions.
    6. “Documentation” means any documentation provided to Customer by YugabyteDB with the YugabyteDB Products, as revised by YugabyteDB from time to time, and available at https://docs.yugabyte.com/.
    7. “DPA” means the Data Processing Addendum, made available at https://www.yugabyte.com/yugabytedb-data-processing-addendum/
    8. “Free Tier Services” means YugabyteDB Products made available on a no-charge, trial, evaluation, or free tier basis as designated by YugabyteDB.
    9. “Hosted Services” means YugabyteDB’s online managed database-as-a-service products and services provided on a subscription basis, including YugabyteDB Aeon (Fully Managed) and BYOC (Bring Your Own Cloud) services, as further described in the Hosted Services Subscription Terms.
    10. “Non-Production Environment” means a test environment, development environment, or other environment not used by end users for business or other operations. All Software used in the Non-Production Environment must be licensed under the appropriate End User License Agreement (“EULA”).
    11. “Order Form” means an ordering document for YugabyteDB Products signed by both parties that refers to this Agreement.
    12. “Permitted Users” means Customer’s employees, agents, independent contractors, and consultants who are authorized to use the YugabyteDB Products on Customer’s behalf in accordance with this Agreement.
    13. “Production Environment” means an environment used for business or other operations, including vCPUs used for Disaster Recovery clusters. All Software used in the Production Environment must be licensed under the appropriate EULA.
    14. “Professional Services” means implementation, customization, migration, training, or other professional services for the YugabyteDB Products as specified in an Order Form.
    15. “Software” means YugabyteDB’s software in object code form to be installed on Customer’s or its hosting provider’s systems, including YugabyteDB Aeon Enterprise (Self-Managed) and YugabyteDB Anywhere, as further described in the Installed Software License Terms. .
    16. “Subscription” means a subscription for YugabyteDB Products, Support, or Professional Services set forth in an Order Form.
    17. “Subscription Term” means the Initial Term and any Renewal Terms for a Subscription as set forth in an Order Form.
    18. “Support” means support and maintenance services for YugabyteDB Products provided in accordance with the applicable support policies available at:
      1. For Installed Software: https://www.yugabyte.com/yugabyte-software-support-services-agreement/
      2. For Hosted Services: https://www.yugabyte.com/yugabyte-cloud-support-services-terms-and-conditions/
    19. “YugabyteDB Products” means, collectively: (a) Installed Software; (b) Hosted Services; (c) Professional Services; and (d) such other products and services as identified in or provided under an Order Form.
    20. “YugabyteDB Technology” means the YugabyteDB Products, Documentation, and all related and underlying technology, documentation, and other data and information and any intellectual property YugabyteDB develops hereunder, and any derivatives thereof.
  2. PRODUCTS AND SERVICES
    1. Provision of Products and Services.
      Subject to the terms and conditions of this Agreement, YugabyteDB will provide Customer with the YugabyteDB Products as set forth in an Order Form: (a) Installed Software as further described in the Installed Software License Terms; (b) Hosted Services as further described in the Hosted Services Subscription Terms; (c) Professional Services as further described in the Professional Services Terms; and (d) such other products and services as identified in an Order Form. Each Order Form and the applicable product terms will be incorporated into, and are fully governed by, this Agreement upon execution of the Order Form by both parties.
    2. Permitted Users. Customer may permit its employees, agents, independent contractors, and consultants to use the YugabyteDB Products on its behalf, provided Customer remains responsible for the acts and omissions of each such Permitted User. Use of each YugabyteDB Product by Customer in the aggregate must be within the restrictions set forth in the applicable Order Form (if any). Customer shall require that all Permitted Users keep user ID and password information strictly confidential and not share such information with any unauthorized person. Customer shall be responsible for all actions taken using Customer’s accounts and passwords.
    3. Use by Affiliates. Each of Customer’s Affiliates identified on an Order Form (if any) will be entitled to access and use the applicable YugabyteDB Products in accordance with this Agreement and the applicable Order Form, provided that Customer shall remain responsible to YugabyteDB for the actions and omissions of each such Affiliate (and each of such Affiliate’s Permitted Users). The terms of this Agreement will govern, and will be incorporated by reference into, each such Order Form. Customer shall: (a) procure that any such Affiliates are aware of the terms of this Agreement and that they and their Permitted Users act in compliance with them; (b) not make or give any representations, warranties or other promises concerning the applicable YugabyteDB Products to its Affiliates unless agreed in writing by YugabyteDB; and (c) ensure that YugabyteDB is not liable to its Affiliates or their Permitted Users in any way.
    4. General Restrictions. Except as expressly specified in this Agreement or Order Form, Customer shall not, and shall not allow any third party (including any Permitted User) to: (a) license, sell, resell, assign, transfer, sublicense, lease, lend, rent or otherwise distribute the Software to any third party; (b) make the functionality of the Software available to multiple users through any means including, without limitation, by uploading the Software to a network or file-sharing service, or for application services provider, service bureau or time sharing purposes; (c) use any YugabyteDB Product to help develop, or help provide to any third party, any product or service similar to or competitive with any YugabyteDB Product; (d) reverse engineer, decompile (except as permitted by law, and then only upon YugabyteDB’s prior written consent), disassemble, or otherwise seek to obtain the source code of any YugabyteDB Product; (e) copy, modify or create derivative works from any YugabyteDB Product, any component thereof, or any Documentation; (f) remove or obscure any copyright or proprietary or other notice contained in any YugabyteDB Product or Documentation; (g) propagate any virus, Trojan horse, or other malware or programming routine intended to damage any system or data; (h) access or use any YugabyteDB Products in a manner intended to circumvent or exceed service account limitations or requirements; (i) use any YugabyteDB Products in a manner that violates any applicable law, regulation, or third-party rights of privacy; (j) use any YugabyteDB Products in violation of any third-party intellectual property rights; (k) use or permit the use of any tools in order to probe, scan or attempt to penetrate or benchmark any YugabyteDB Products; (l) post, upload, transmit or provide any Customer Data that YugabyteDB reasonably deems to be unlawful, harmful, abusive or otherwise objectionable; (m) circumvent any of YugabyteDB’s security measures or perform any security testing meant to uncover weaknesses in YugabyteDB’s systems or YugabyteDB Technology; or (n) use the YugabyteDB Products in any manner that exceeds the scope of use expressly permitted by this Agreement.
    5. Open Source Software. The terms and conditions of this Agreement shall not apply to any third party “open source” or “free software” licenses (“Open Source Software”) included in, embedded in, utilized by, or provided or distributed with the YugabyteDB Products. Any such Open Source Software is subject to the terms of the applicable open source license agreement and copyright notice(s). A list of Open Source Software components used in YugabyteDB Products is available in the Documentation.
    6. Professional Services. YugabyteDB will perform Professional Services as specified in an Order Form. Professional Services are subject to the terms set forth in the Professional Services Terms and the applicable Order Form. All work product and deliverables from the Professional Services shall be deemed YugabyteDB Products hereunder, unless otherwise expressly agreed by the parties in the applicable Order Form. Customer represents and warrants to YugabyteDB that Customer owns or controls or validly licenses all rights in and to all Customer Data and materials provided by or on behalf of Customer to YugabyteDB pursuant to this Agreement, including without limitation all rights to exploit all such Customer Data and materials worldwide in all media and languages for the duration of and as necessary for YugabyteDB to perform the Professional Services, without encumbrance or restriction. Customer grants to YugabyteDB a non-exclusive, non-transferable, worldwide paid-up license to make, use, modify, reproduce, and prepare derivative works of Customer Data and materials for the purpose of performing Professional Services.
    7. Delivery. Software and other YugabyteDB Products shall be provided by electronic download and deemed to be delivered and accepted, meaning that the YugabyteDB Products operate in substantial conformity to the Documentation, upon transmission of a notice of availability for download. Software may be downloaded from downloads.yugabyte.com, Replicated.com, direct S3 links, or other designated locations as specified by YugabyteDB. For Kubernetes deployments, Quay.io is the container image registry. Hosted Services shall be made available through the designated service portals as specified in the Hosted Services Subscription Terms.
    8. Free Tier and Evaluation Services. YugabyteDB may make certain Free Tier Services available to Customer. Free Tier Services are provided “AS IS” without any warranty, support commitment, or service level agreement. YugabyteDB may modify, suspend, or discontinue Free Tier Services at any time without notice. YugabyteDB may deactivate unused Free Tier clusters after thirty (30) days of inactivity.
    9. Third-Party Products. Certain products or services identified on an Order Form may be provided by third-party suppliers and resold by YugabyteDB (“Third-Party Products”). Third-Party Products are identified as such on the applicable Order Form. Customer’s use of any Third-Party Product is subject to the applicable third-party supplier’s end user license agreement or terms of service, which Customer will be required to accept prior to or upon first use of the Third-Party Product. YUGABYTEDB MAKES NO WARRANTIES OR REPRESENTATIONS, AND ASSUMES NO LIABILITY, WITH RESPECT TO ANY THIRD-PARTY PRODUCT. YUGABYTEDB DOES NOT PROVIDE TECHNICAL SUPPORT FOR THIRD-PARTY PRODUCTS; CUSTOMER SHALL DIRECT ALL SUPPORT INQUIRIES FOR THIRD-PARTY PRODUCTS TO THE APPLICABLE THIRD-PARTY SUPPLIER AS IDENTIFIED ON THE ORDER FORM. THE TERMS OF THE APPLICABLE THIRD-PARTY SUPPLIER’S END USER LICENSE AGREEMENT SHALL GOVERN CUSTOMER’S USE OF THE THIRD-PARTY PRODUCT, AND CUSTOMER’S SOLE RECOURSE FOR ANY CLAIM RELATED TO A THIRD-PARTY PRODUCT SHALL BE AGAINST THE APPLICABLE THIRD-PARTY SUPPLIER.
  3. FEES AND PAYMENT
    1. Subscription Term and Renewals. Unless otherwise terminated as set forth below, each Order Form will have a term as set forth therein (the “Initial Term”). Thereafter, each Order Form will automatically renew for successive renewal terms of equal length to the Initial Term (each, a “Renewal Term,” and together with the Initial Term, the “Subscription Term”) at the then-current list price (unless otherwise agreed to by the parties pursuant to an Order Form), unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current Subscription Term. If no term is stated on an Order Form, the Subscription Term for such Order Form is one (1) year. If a Subscription Term expires or is not renewed and Customer continues to access or use the applicable YugabyteDB Products, such continued use shall be on a pay-as-you-go basis at YugabyteDB’s then-current list prices, and Customer shall pay all fees for such usage in accordance with Section 3.2. Upon termination, Customer shall pay all fees incurred through the date of termination, including any minimum spend commitments and excess spending per section 3.2.
    2. Payment Terms. All fees are as set forth in the applicable Order Form and shall be paid by Customer within thirty (30) days of Customer’s receipt of YugabyteDB’s invoice, unless otherwise specified in the applicable Order Form. Payment shall be made by electronic means, unless otherwise agreed to in writing by the parties. In the absence of a valid Order Form, payment shall be made by Credit Card through YugabyteDB’s online self-service portal. Except as expressly set forth in Section 6.1, all fees are non-cancelable and non-refundable. If a payment is not successfully settled (e.g., due to expiration or insufficient funds), Customer remains responsible for any uncollected amounts, authorizes YugabyteDB to continue billing Customer’s current payment method on file, and acknowledges that for certain payment methods, the payment method issuer may charge a foreign transaction fee and/or other charges, for which Customer will be responsible. Any late payments shall be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less (plus the costs of collection). Customer is responsible for providing complete and accurate billing and contact information to YugabyteDB, and notifying YugabyteDB promptly of any changes to such information. Pass-through fees for third-party infrastructure services, including storage and data transfer costs (“Pass Through Fees“), are calculated as set forth at https://www.yugabyte.com/pricing/. Fees for usage beyond Customer’s licensed capacity or minimum spend commitment (“Excess Spending Fees“) are calculated based on the then current list price.
    3. Payment Disputes. If Customer in good faith disputes any invoiced charge, Customer shall notify YugabyteDB in writing within fifteen (15) days of receipt of the applicable invoice, specifying in reasonable detail the nature and basis of the dispute and the amount disputed (a “Payment Dispute”). Customer shall pay all undisputed amounts in accordance with Section 3.2. YugabyteDB will not exercise its rights under Section 3.5 (Suspension of Service) or Section 4.2 (Termination) with respect to disputed amounts that are the subject of a Payment Dispute, provided that Customer is diligently cooperating in good faith to resolve the Payment Dispute. If the parties are unable to resolve a Payment Dispute within thirty (30) days after YugabyteDB’s receipt of Customer’s written notice, either party may pursue any remedies available under this Agreement, at law, or in equity, without regard to the limitations set forth in this Section 3.3. Any amounts determined to have been due shall bear interest from the original due date in accordance with Section 3.2.
    4. Taxes. Customer is responsible for paying all applicable sales, use, value-added, withholding, or similar taxes or levies relating to its purchase or use of, or access to, the YugabyteDB Products, whether domestic or foreign, other than taxes based on the income of YugabyteDB. If Customer is required to pay withholding taxes, then Customer shall gross-up the payment such that the payment to YugabyteDB, after the tax so charged, will be a sum equal to the amount of the stated invoice value. Upon YugabyteDB’s request, Customer will provide to YugabyteDB its proof of withholding tax remittance to the respective tax authority. If Customer is legally entitled to an exemption from any sales, use, or similar transaction tax, or has a direct pay certificate, Customer is responsible for providing YugabyteDB with a valid, legally-sufficient tax exemption or direct-pay certificates authorized by the appropriate taxing authority for each relevant taxing jurisdiction. Where applicable, Customer will provide its tax registration number(s) on the ordering document to confirm the business use of the purchased services.
    5. Suspension of Service. If Customer’s account is ten (10) days or more overdue following notice thereof or if Customer is not in compliance with the license requirements or restrictions set forth in this Agreement, in addition to any of its other rights or remedies, YugabyteDB reserves the right to suspend Customer’s access to the applicable YugabyteDB Product without liability to Customer until such amounts are paid in full or the breach is cured.
    6. Audit. For the period set forth in the Order Form, any renewals, and for three years after, Customer shall maintain accurate records regarding its compliance with this Agreement. Upon reasonable notice and not more than once per year, YugabyteDB may audit Customer’s use of YugabyteDB Products to determine such compliance and payment of fees. Customer shall promptly pay additional fees identified by the audit and reimburse YugabyteDB for all audit costs if the audit discloses underpayment by more than 5% in the audited period, or that Customer breached any Agreement term. If required by YugabyteDB and by the method YugabyteDB prescribes, Customer shall provide information to YugabyteDB in connection with its use of the YugabyteDB Products. Customer agrees that YugabyteDB may use such information in connection with providing the YugabyteDB Products and ensuring compliance with this Agreement.
    7. Marketplace Billing. If Customer is purchasing YugabyteDB Products through a third-party marketplace (“Marketplace”), the following additional billing terms shall apply: (a) all fees under the applicable Order Form shall be paid to the Marketplace in accordance with Customer’s terms and conditions with the Marketplace; (b) Customer is responsible for ensuring payment is made, and any failure by the Marketplace to remit payment to YugabyteDB does not release Customer from its payment obligation; (c) YugabyteDB has the right to terminate the applicable Order Form in the event of failure by the Marketplace to make payments to YugabyteDB resulting from Customer’s failure to meet its payment obligations to the Marketplace; and (d) YugabyteDB is permitted to share Customer Data, usage and metering information, contract information, payment history and information, and contact information regarding Customer with the Marketplace.
  4. TERM AND TERMINATION
    1. Term. This Agreement is effective as of the Effective Date of this Agreement and will continue in effect until terminated as set forth below. The term of each Order Form shall commence on the effective date of such Order Form and will continue in effect for the Subscription Term unless terminated earlier in accordance with this Section 4.
    2. Termination. Either party may terminate this Agreement for convenience immediately upon notice if there are no Order Forms then in effect. In addition, either party may terminate this Agreement or any Order Form if the other party (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice (such notice must contain sufficient detail as to the nature of the breach and state the intent to terminate); (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding in any jurisdiction, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter). For clarity, termination of this Agreement will automatically terminate all Order Forms. YugabyteDB may suspend Customer’s access to the YugabyteDB Products immediately if: (i) YugabyteDB reasonably determines that Customer’s use of the YugabyteDB Products poses an imminent risk to the availability, functionality or security of the YugabyteDB Products; (ii) YugabyteDB reasonably determines that Customer’s use of the YugabyteDB Products may be unlawful; (iii) Customer is in breach of its payment obligations under this Agreement; or (iv) Customer has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding. If YugabyteDB suspends Customer’s right to access or use any portion or all of the YugabyteDB Products, Customer remains responsible for all fees and charges Customer incurs during the suspension and Customer will not be entitled to any credit or refund. Upon termination, Customer shall pay all fees incurred through the date of termination, including any minimum spend commitments and excess spending fees per section 3.2.
    3. Termination Payment Obligations. Notwithstanding anything set forth in this Agreement, the following payment obligations apply upon termination:
      1. YugabyteDB Termination for Cause. If YugabyteDB terminates this Agreement or any Order Form for cause pursuant to Section 4.2, Customer will pay YugabyteDB (i) any remaining minimum spend commitment set forth in the applicable Order Form, and (ii) any excess spending fees incurred through the date of termination.
      2. Customer Termination for Convenience. Customer may not terminate any Order Form for convenience. If Customer terminates this Agreement for convenience pursuant to Section 4.2 when no Order Forms are in effect, no additional fees are due.
      3. Customer Termination for Cause. If Customer terminates this Agreement or any Order Form for cause pursuant to Section 4.2, Customer will pay YugabyteDB (i) fees for Software Subscriptions as set forth in the applicable Order Form (“Software Fees“), (ii) Pass Through Fees, and (iii) Excess Spending Fees, in each case incurred up until the date of termination, calculated on a pro-rata basis.
      4. Service Failure Termination. Subject to a thirty (30) day cure period, Customer may terminate an Order Form for a failure of YugabyteDB Products that substantially impacts Customer’s ability to conduct its normal business and operations and that lasts longer than seven (7) days. In the event of such a termination, Customer shall be liable on a pro-rata basis for any minimum spend commitment and any excess spending fees incurred up until the date of the termination.
    4. Effect of Termination. Upon the expiration or termination of this Agreement or any Order Form, (a) except as set forth in Section 3.1, Customer shall immediately cease all use of and access to YugabyteDB Products (including all related YugabyteDB Technology) set forth in the applicable Order Form; (b) Customer shall pay all fees and expenses for all applicable Order Forms as of the date of termination; and (c) each party will return to the other party (or destroy) such other party’s Confidential Information. Except as otherwise set forth herein, termination of this Agreement is not an exclusive remedy and the exercise by either party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise. Customer is solely responsible for exporting Customer Data from the YugabyteDB Products prior to expiration or termination of this Agreement. YugabyteDB has no obligation to continue to store Customer Data contained in backup snapshots or in any YugabyteDB cluster that Customer has terminated or after termination of this Agreement.
    5. Survival. The following sections shall survive the expiration or termination of this Agreement: Sections 1 (Definitions), 3 (Fees and Payment), 4 (Term and Termination), 5 (Intellectual Property), 8 (Data and Security), 9 (Limitation of Liability), 10 (Indemnification), 11 (Confidentiality), and 12 (General Terms).
  5. INTELLECTUAL PROPERTY
    1. Ownership. The YugabyteDB Products are licensed, not sold, and YugabyteDB owns all right, title and interest in and to the YugabyteDB Products, including all intellectual property rights therein. Customer acknowledges that no intellectual property rights in or to the YugabyteDB Products are assigned or otherwise transferred to Customer hereunder. Customer is obtaining only a limited right to access and use the YugabyteDB Products set forth in the applicable Order Form. Customer agrees that YugabyteDB or its licensors own and retain all right, title and interest (including all patent, copyright, trade secret and other intellectual property rights) in and to: (a) the YugabyteDB Products, Documentation, and all related and underlying technology, documentation, and other data and information and (b) any intellectual property YugabyteDB develops hereunder, and any derivatives thereof. The YugabyteDB Products are protected by United States copyright law and international intellectual property laws. Customer will not delete or in any manner alter the copyright, trademark, and other proprietary rights notices or markings appearing on the YugabyteDB Products as delivered to Customer.
    2. Feedback. In the event Customer or any Customer Affiliate provides YugabyteDB with any suggestions, ideas, improvements, or other feedback with respect to any aspect of the YugabyteDB Products (“Feedback”), YugabyteDB shall own such Feedback and Feedback shall be deemed to be YugabyteDB’s Confidential Information. Customer acknowledges that YugabyteDB may use and allow others to use such Feedback in the YugabyteDB Products or otherwise without restriction and without payment of any kind to Customer.
    3. Reservation of Rights. Except as expressly stated, nothing in this Agreement shall be construed to: (a) directly or indirectly grant to a receiving party any title or license to or ownership of a providing party’s intellectual property rights in Professional Services, YugabyteDB Products or materials furnished by such providing party; or (b) preclude such providing party from: (i) independently developing, marketing, acquiring, using, licensing, modifying or otherwise freely exploiting products or services that are similar to or related to the Professional Services, YugabyteDB Products or materials provided under this Agreement; (ii) restricting the assignment of persons performing Professional Services; or (iii) using and employing their general skills, know-how, and expertise, and to use, disclose, and employ any generalized ideas, concepts, know-how, methods, techniques, or skills gained or learned during the course of any assignment, so long as that party complies with confidentiality obligations in this Agreement.
  6. LIMITED WARRANTY
    1. Limited Warranty. YugabyteDB represents and warrants that (i) its provision of the YugabyteDB Products complies with applicable law; (ii) the YugabyteDB Products shall perform in all material respects in accordance with the applicable Documentation for the following periods: (a) in respect of Installed Software, ninety (90) days starting from the first notice of availability of the Software for download; (b) in respect of Hosted Services, during the applicable Subscription Term; and (c) in respect of Professional Services, YugabyteDB will perform Professional Services in a diligent and workmanlike manner consistent with industry standards. YugabyteDB’s sole liability (and Customer’s sole and exclusive remedy) for any material breach of warranty shall be to terminate any affected Order Form in accordance with Section 4.2 and receive a refund of any prepaid fees for unused Subscriptions. The limited warranty set forth in this Section 6.1 shall not apply: (a) unless Customer makes a claim within the warranty period, (b) if the error was caused by misuse, unauthorized modifications or third-party hardware, software, or services, (c) to YugabyteDB Products provided on a no-charge or evaluation basis, (d) if Customer is operating a version of the Software that is no longer supported under YugabyteDB’s Support policies, or if the error or non-conformance would not have occurred had Customer upgraded to a then-current supported, patched, or hotfix version of the Software, or (e) to any Beta Offerings (as defined in Section 6.3).
    2. Warranty Disclaimer. EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 6.1, YUGABYTEDB PROVIDES THE YUGABYTEDB PRODUCTS, PROFESSIONAL SERVICES AND SUPPORT ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, YUGABYTEDB DISCLAIMS, AND THIS AGREEMENT EXCLUDES ANY IMPLIED OR STATUTORY WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER ACKNOWLEDGES AND AGREES THAT YUGABYTEDB IS NOT RESPONSIBLE FOR (A) VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE; OR (B) UNAUTHORIZED USERS (E.G., HACKERS) WHO OBTAIN ACCESS TO OR DAMAGE CUSTOMER’S DATA OR OTHER DATA, WEBSITES, COMPUTERS, OR NETWORKS, UNLESS CAUSED BY YUGABYTEDB’S BREACH OF THIS AGREEMENT.
    3. Beta Offerings. Some YugabyteDB Products may be in preview, testing, or “beta” phase (each, a “Beta Offering”), for the purpose of evaluating performance, identifying defects and obtaining feedback. YugabyteDB will not be liable for any damages in connection with Customer’s use of any Beta Offering. Customer is not required to use any Beta Offering, and YugabyteDB has no obligation to release a final version of any Beta Offering.
  7. SUPPORT AND MAINTENANCE
    1. Support Services. YugabyteDB will provide support and maintenance services for the YugabyteDB Products in accordance with the applicable support policies available at:
    2. Support Policy Updates. YugabyteDB may update its support policies from time to time; however, YugabyteDB will not make changes that materially reduce the level of Support provided to Customer during an active Subscription Term.
  8. DATA AND SECURITY
    1. Customer Data Ownership. As between the parties, Customer shall retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data. Customer represents and warrants that Customer possesses all necessary rights in Customer Data to grant YugabyteDB the licenses set forth in this Agreement and that Customer Data does not infringe or violate any third party’s intellectual property rights or any applicable law. Customer further represents and warrants that neither it nor any Permitted Users will upload to the Hosted Services any Customer Data that (a) infringes, misappropriates or otherwise violates the intellectual property rights of any third party or any rights of publicity or privacy; (b) materially violates any applicable laws, rules, regulations or judicial orders (including, but not limited to, applicable policies, laws, rules and orders related to spamming, privacy, consumer protection, and encryption); (c) is defamatory, trade libelous, or unlawfully threatening or unlawfully harassing; (d) is obscene, pornographic or indecent; or (e) contains any viruses, trojan horses, worms or other harmful or destructive code or mechanisms that are intended to damage, interfere with or expropriate any system, data or personal information. Customer is solely responsible for the accuracy, content, and legality of all Customer Data. Customer represents and warrants to YugabyteDB that the Customer Data does not infringe or otherwise violate the rights of any third party.
    2. License to Use Customer Data. Customer hereby grants to YugabyteDB a non-exclusive, royalty-free, fully paid-up, irrevocable, worldwide, transferable, sublicensable (through multiple tiers) right and license to use, copy, store, transmit, modify, and display Customer Data to: (a) provide the YugabyteDB Products to Customer; and (b) perform such other actions as authorized or instructed by Customer in writing (email to suffice).
    3. Customer Data Retention and Deletion. At any time before termination or expiration of this Agreement, Customer may download Customer Data from the YugabyteDB Products. Customer may request in writing Customer Data contained in YugabyteDB Products up to thirty (30) days after the termination or expiration of this Agreement; upon receipt of Customer’s request, YugabyteDB will provide Customer Data to Customer within thirty (30) days of the receipt of the written request. YugabyteDB has no obligation to retain or store Customer Data after thirty (30) days from the termination or expiration of this Agreement, including any Customer Data contained in backup snapshots or in any YugabyteDB cluster that Customer has terminated. Customer is solely responsible for exporting all Customer Data prior to termination or expiration. Customer acknowledges that if Customer or any Permitted User deletes Customer Data from the YugabyteDB Products, such Customer Data may still reside in YugabyteDB’s systems, applications, databases, and servers (including, without limitation, as backups and/or archives) up to one-hundred twenty (120) days after Customer deletes any portion of the Customer Data. Customer acknowledges that the foregoing actions during any Subscription Term may have an adverse impact on Customer’s use of the YugabyteDB Products (and YugabyteDB is not liable with respect thereto).
    4. De-Identified Data. YugabyteDB may create and use de-identified and/or aggregated data related to Customer’s use of the YugabyteDB Products to improve YugabyteDB’s products and services, to develop new products and services, and for its other business purposes (and such de-identified data will be owned by YugabyteDB).
    5. Data Processing and Privacy Compliance.
      1. GDPR Compliance. To the extent that YugabyteDB processes any data which is defined as “personal data,” “personal information,” or “sensitive data” in the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”) (“Personal Data”), YugabyteDB shall do so in compliance with its privacy policy at https://www.yugabyte.com/privacy-policy/, which is incorporated herein by reference. If the Personal Data that YugabyteDB processes relates to individuals who are data subjects entitled to the rights granted under GDPR, Customer agrees that YugabyteDB does so as a data processor as defined in GDPR.
      2. CCPA Compliance. To the extent Customer Data contains personal information subject to the California Consumer Privacy Act of 2018, as amended (“CCPA”), and Customer is subject to CCPA, YugabyteDB acts as a “service provider” as that term is defined in the CCPA. YugabyteDB will use, retain and disclose such personal information solely to provide the YugabyteDB Products and perform YugabyteDB’s obligations under this Agreement. YugabyteDB does not and will not sell such personal information. The terms “personal information,” “service provider,” and “sell” have the meanings set forth in Section 1798.140 of the CCPA.
      3. Data Processing Addendum. The parties agree to comply with the DPA which is incorporated into this Agreement by reference. In the event of any conflict between YugabyteDB’s privacy policy and the DPA, the DPA shall govern.
    6. Security Measures.
      1. YugabyteDB Security Obligations. YugabyteDB will maintain reasonable physical, technical, and administrative security measures designed to protect Customer Data from unauthorized access, use, disclosure, alteration, or destruction. YugabyteDB will select these security measures based on the sensitivity of Customer Data and current industry standards. The technical and organizational security measures currently implemented by YugabyteDB are described in the DPA. Further information regarding YugabyteDB’s information security and compliance practices can be found on YugabyteDB’s Trust Center.
      2. Customer Security Responsibilities. For Hosted Services, the YugabyteDB Products operate under a shared responsibility model between the third-party cloud service provider selected by Customer from available options (“Cloud Provider”), YugabyteDB, and Customer. Customer is solely responsible for: (i) properly configuring and using the YugabyteDB Products; (ii) implementing and maintaining appropriate security, protection and backup measures for Customer Data; (iii) complying with all applicable laws regarding the use and processing of Customer Data; (iv) maintaining the confidentiality of user credentials and not disclosing them to unauthorized persons; and (v) all activities occurring in Customer’s account, whether undertaken by Customer, Customer’s employees, or any third party (including contractors or agents). YugabyteDB and its Affiliates are not liable for unauthorized access to Customer’s account except to the extent caused by YugabyteDB’s material breach of this Agreement. Customer will promptly notify YugabyteDB if Customer believes unauthorized activity has occurred in Customer’s account or if Customer’s account credentials are lost or stolen.
      3. Usage Data Collection. YugabyteDB may collect, use, store and transmit technical and related information about Customer’s use of YugabyteDB Products, including server internet protocol addresses, hardware identification, operating system, application software, peripheral hardware, and YugabyteDB Product usage statistics. YugabyteDB is not responsible for Customer’s compliance with any consent, notice, or other legal requirements applicable to Customer’s use of the YugabyteDB Products or Customer’s processing of data within Customer’s environment. As between the parties, Customer is solely responsible for ensuring that its use of the YugabyteDB Products complies with all laws applicable to Customer.
  9. LIMITATION OF LIABILITY
    1. Exclusion of Consequential Damages. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, LOST BUSINESS, LOST CONTRACTS, LOST REVENUE, LOST GOODWILL, LOST PRODUCTION, OR LOST ANTICIPATED SAVINGS OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
    2. Aggregate Liability Cap. EXCEPT AS SET FORTH IN SECTION 9.3, EACH PARTY’S CUMULATIVE LIABILITY WILL NOT EXCEED THE TOTAL FEES PAYABLE TO YUGABYTEDB BY CUSTOMER UNDER THIS AGREEMENT DURING THE TWELVE (12)-MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.
    3. Exceptions to Liability Limitations. Nothing in this Agreement limits either party’s liability for: (a) fraud or fraudulent misrepresentation; (b) death or personal injury caused by negligence, gross negligence or intentional misconduct; (c) Customer’s payment obligations; or (d) any liability that cannot legally be limited.
  10. INDEMNIFICATION
    1. Indemnification by YugabyteDB. YugabyteDB shall defend Customer from and against any claims, costs, damages, losses, liabilities and expenses (including reasonable legal fees and costs) to the extent arising out of or in connection with a third-party claim that the YugabyteDB Products infringe a third party’s U.S. patent, or any copyright, trademark, or other intellectual property right asserted against Customer by a third party (a “Claim Against Customer”), provided that YugabyteDB shall have received from Customer: (a) prompt written notice of such claim; (b) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (c) reasonable cooperation of Customer. A party’s failure to provide prompt notice to the other party relieves the party of its obligation to defend and indemnify the other party only to the extent that the failure to provide notice materially harms the party’s ability to defend the claim. In addition to YugabyteDB’s indemnity obligations, if the YugabyteDB Products become, or in YugabyteDB’s opinion are likely to become, the subject of an infringement claim, YugabyteDB may, at its option and expense and as Customer’s sole and exclusive remedy: (i) procure for Customer the right to make continued use of the YugabyteDB Products; (ii) replace or modify the YugabyteDB Products so that they become non-infringing; or if (i) and (ii) are not reasonably practicable, (iii) terminate the YugabyteDB Products and refund to Customer any unused, prepaid fees for unused Subscriptions.
    2. Indemnity Exclusions. The foregoing indemnification obligation of YugabyteDB shall not apply to the extent that the alleged infringement arises from: (1) any modification of the YugabyteDB Products other than by or on behalf of YugabyteDB; (2) access to or use of any YugabyteDB Product in combination with any hardware, system, software, network, or other products, materials or services not provided by or on behalf of YugabyteDB; (3) use of any YugabyteDB Products in breach of this Agreement; (4) use for a purpose or in a manner for which YugabyteDB Products were not designed, or use after YugabyteDB notifies Customer to cease such use due to a possible or pending claim; (5) any modifications to YugabyteDB Products made by YugabyteDB pursuant to instructions, designs, specifications, or any other information or materials provided to YugabyteDB by or on behalf of Customer; (6) use of any version of Software when an upgrade or a newer iteration of Software made available by YugabyteDB could have avoided the infringement; (7) any data or information which Customer or a third party utilizes in connection with Software; (8) Customer Data or other data or information utilized in connection with the YugabyteDB Products; or (9) Open Source Software. This Section 10 sets forth each party’s exclusive remedy for any third party infringement claim.
    3. Indemnification by Customer. Customer shall indemnify, defend, and hold harmless YugabyteDB from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable legal fees and costs) arising out of or in connection with any claim relating to (a) Customer’s violation of any laws, regulations, or rights relating to Customer Data (including, without limitation, privacy laws, regulations, or rights), or Customer’s breach of the applicable product terms set forth in this agreement, (b) any action taken (or not taken) by Customer based upon use of a YugabyteDB Product, (c) any dispute between Customer and any other user of the YugabyteDB Products, (d) any Claim that the information or materials provided by Customer or its agents for use by YugabyteDB infringe any intellectual property rights; or (e) Customer’s breach of this Agreement, gross negligence or willful misconduct. This indemnification obligation is subject to Customer receiving: (x) prompt written notice of such claim (but in any event notice in sufficient time for Customer to respond without prejudice); (y) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (z) all reasonable and necessary cooperation of YugabyteDB at Customer’s expense.
    4. Indemnification Procedures. Each party will provide the other with prompt notice of any claim. A party’s failure to provide prompt notice to the other party relieves the party of its obligation to defend and indemnify the other party only to the extent that the failure to provide notice materially harms the party’s ability to defend the claim. The indemnifying party will have sole control of the defense of the claim, including any settlement. The indemnified party will provide the indemnifying party with reasonable cooperation in connection with the defense of the claim, and may participate in the defense at its own expense.
  11. CONFIDENTIALITY
    1. Confidentiality Obligations. This Agreement supersedes any applicable non-disclosure agreement between the parties with respect to Customer’s Subscriptions. The receiving party will use the disclosing party’s Confidential Information only in connection with this Agreement and protect the disclosing party’s Confidential Information by using the same degree of care used to protect its own confidential information, but not less than a reasonable degree of care. The receiving party will limit disclosure of the disclosing party’s Confidential Information to its and its Affiliates’ directors, officers, employees and contractors who are bound to confidentiality obligations at least as protective as the confidentiality provisions in this Agreement and who have a need to know the Confidential Information. The receiving party will not disclose the disclosing party’s Confidential Information to any other third party without the disclosing party’s consent, except where required to comply with applicable law or a compulsory legal order or process, provided that the receiving party will, if legally permitted, promptly notify the disclosing party. The obligations on the recipient in this Section shall remain in force from the date the relevant Confidential Information is disclosed until three (3) years following termination or expiration of this Agreement.
    2. Return or Destruction. Upon the expiration or termination of this Agreement, or upon written request from the disclosing party, the receiving party will promptly, and in any event within thirty (30) days, return or destroy (at the disclosing party’s election) all Confidential Information of the disclosing party in its possession or control, and certify such return or destruction in writing upon request. Notwithstanding the foregoing, the receiving party may retain (a) copies of Confidential Information to the extent required by applicable law, regulation, or professional standards, provided that such retained Confidential Information remains subject to the confidentiality obligations of this Section 11 for as long as it is retained; and (b) Confidential Information contained in automated backup or archival systems, provided that the receiving party shall not actively access or use such copies except as required by applicable law, and shall delete such copies in accordance with its standard data retention schedule. For the avoidance of doubt, Customer Data is governed exclusively by Section 8.3, and this Section 11.2 does not modify Customer’s rights under Section 8.3.
    3. Inadequacy of Damages; Equitable Relief. The parties acknowledge and agree that the unauthorized disclosure of Confidential Information may cause harm not compensable by damages, and the disclosing party may seek injunctive or equitable relief in a court of competent jurisdiction, without posting a bond, to protect its Confidential Information.
  12. GENERAL TERMS
    1. Publicity. Unless otherwise specified in an Order Form, YugabyteDB may identify Customer as a customer of the YugabyteDB Products in customer lists and marketing materials. With Customer’s advance written consent and subject to any usage guidelines provided by Customer, Customer agrees to participate in case studies and press releases.
    2. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign this Agreement except upon the advance written consent of the other party, except that (a) either party may assign this Agreement without such consent in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of such party’s assets or voting securities, and (b) either party may assign this Agreement without such consent to an Affiliate. Notwithstanding the foregoing, Customer may not assign this Agreement to a competitor of YugabyteDB without YugabyteDB’s prior written consent. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 12.2 will be null and void. Any assignment of this Agreement by Customer without YugabyteDB’s prior written consent will be null and void, except an assignment to an Affiliate or in connection with a merger or sale of all, or substantially all, of Customer’s assets or stock, provided that Customer may not assign this Agreement to a competitor of YugabyteDB without YugabyteDB’s prior written consent.
    3. Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure to perform any obligation is due to unforeseen events which occur after the signing of this Agreement and which are beyond the reasonable control of such party, such as epidemics, pandemics, strikes, embargoes, riots, export control regulations, interventions of any government authority, unavailability of raw materials, blockades, wars, acts of terrorism, fires, floods, earthquakes or other natural disasters, or failure or diminishment of power or telecommunications or data networks or services.
    4. Subcontractors. YugabyteDB may use the services of subcontractors for performance of services under this Agreement, and YugabyteDB is responsible for such subcontractors’ compliance with the terms of this Agreement.
    5. Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
    6. Severability. If any provision of this Agreement (or part of it) shall be adjudged by any court of competent jurisdiction to be unenforceable, illegal or invalid, that provision shall be modified to render it enforceable to the extent possible to effect the parties’ intention and the remaining provisions will not be affected.
    7. Governing Law and Dispute Resolution. If Customer is located in North, Central or South America, this Agreement shall be governed by the laws of the State of California and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods, and the parties agree to the exclusive jurisdiction of the courts in Santa Clara, California. For customers located elsewhere, the law of England and Wales governs this Agreement, excluding any applicable conflict of laws rules or principles, and without regard to the United Nations Convention on the International Sale of Goods, and the parties agree to the exclusive jurisdiction of the courts in London, England. Each party waives any right to a jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
    8. Notice. Notices under this Agreement will be in writing and effective on the delivery date. YugabyteDB may provide any notice to Customer under this Agreement by posting a notice on the applicable YugabyteDB Products website or sending a message to the email address associated with Customer’s account. Customer will deliver notices by (a) email to legal@yugabyte.com, or (b) personal delivery or courier to the YugabyteDB address set forth on Customer’s most recent Order Form.
    9. Amendments; Waivers. The parties may amend this Agreement only by a written amendment signed by both parties. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived.
    10. Order of Precedence. This Agreement incorporates the Installed Software License Terms, the Hosted Services Subscription Terms, the Professional Services Terms, and any Order Form, and comprises the parties’ entire understanding relating to the subject matter of this Agreement. Neither party has entered into this Agreement in reliance on any representations or warranties other than those expressly set forth in this Agreement or in an applicable Order Form. If any conflict exists between the provisions in this Agreement and any Order Form, the Order Form controls with respect to the specific products, quantities, pricing, renewal terms, and delivery terms set forth therein, and if any conflict exists between this Agreement and the Installed Software License Terms, the Hosted Services Subscription Terms, or the Professional Services Terms, this Agreement controls. A purchase order is for convenience only and any terms that govern the purchase order are of no effect. Customer’s purchase of any Subscription is not contingent on, and Customer has not relied on, the delivery of any future functionality, regardless of any communication about YugabyteDB products.
    11. No Third Party Beneficiaries. This Agreement does not create any third party beneficiary rights in any individual or entity that is not a party to this Agreement.
    12. Export Compliance. Each party shall comply with all applicable export and re-export control and trade and economic sanctions laws, including the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC), and the International Traffic in Arms Regulations maintained by the U.S. State Department. Neither party, nor any of its subsidiaries or any person acting on its behalf or owning 50% or more of its equity securities or other equivalent voting interests, is (a) a person on the List of Specially Designated Nationals and Blocked Persons or any other list of sanctioned persons administered by OFAC or any other governmental entity, or (b) a national or resident of, or a segment of the government of, any country or territory for which the United States has embargoed goods or imposed trade sanctions.
    13. Electronic Signatures. Order Forms referencing this Agreement may be executed in any number of counterparts and by the parties on separate counterparts. Each counterpart shall constitute an original, but all counterparts shall together constitute one and the same instrument. Each party confirms that if it uses an electronic signature to sign an Order Form, it intends to be bound on the same basis as it would be by using a written signature.
    14. Entire Agreement. This Agreement, together with any Order Forms, the Installed Software License Terms, the Hosted Services Subscription Terms, the Professional Services Terms, and the documents incorporated by reference herein (including the Support policies, Acceptable Use Policy, Service Level Agreement, Data Processing Addendum, and Professional Services Policy, each as available at the URLs specified herein), constitute the entire agreement between the parties and supersede and extinguish all previous and contemporaneous agreements, promises, assurances and understandings between them (whether written or oral), relating to the subject matter of this Agreement. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.