These Terms of Use (the “Terms”) are a binding contract between you or the entity you represent (collectively, “you”) and Cockroach Labs, Inc. (together with its affiliates, “Cockroach Labs,” “we” and “us”) and govern your use of digital properties provided by Cockroach Labs which link to, or otherwise require acceptance of, the Terms (collectively, including all features, products or services provided thereon, the “Sites”). Your use of the Sites in any way means that you agree to all of these Terms, which include the provisions in this document as well as those in the Privacy Policy incorporated herein by reference, and these Terms will remain in effect while you use the Sites. You represent and warrant that you have the authority to agree and/or enter into these Terms and bind yourself or the entity you represent (as applicable) to these Terms.

PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SITES ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SITES IN ANY MANNER.

We may amend the Terms from time to time by posting an updated version to the Sites without notice to you; we strongly recommend that you check back often so you are aware of your current rights and responsibilities. Your use of the Sites following the posting of any revised Terms shall constitute your binding acceptance to the revised Terms. If you do not unconditionally agree to all of the Terms, you are free to reject them and you should immediately cease all use of the Sites. 

1. OUR SITES.

Use of the Sites. You will use the Sites only in a manner that complies with all laws that apply to you. If your use of the Sites is prohibited by applicable laws, then you are not authorized to use the Sites. Cockroach Labs reserves the right to make changes to, disable or restrict any part of the Sites at any time, for any reason, in its sole discretion, and without notice. Cockroach Labs is also free to terminate (or suspend access to) your use of the Sites or your account in whole or in part without notice at any time in our sole discretion. Cockroach Labs has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms. In order to use certain features of our products or services which can be accessed, downloaded or used via the Sites, you may be required to sign up for an account, select a password and user name (“Cockroach Labs User ID”), and provide us with information about yourself such as we may require, and you must ensure that any such information is and at all times remains accurate, complete and up to date. You may not select as your Cockroach Labs User ID a name that you do not have the right to use, which is illegal, or another person’s name with the intent to impersonate that person. You may not transfer or enable a third party to access your account without our prior written permission granted at our sole discretion. Additionally, you may be able to access certain parts or features of the Sites by using your account credentials from other services (each, a “Third Party Account”), such as those offered by Github or Slack. By using the Sites through a Third Party Account, you permit us to access certain information from such account for use by or within the Sites. You must keep confidential and protect the security of your Cockroach Labs User ID, account, password and any other access tools or credentials. You are responsible for any activity associated with your Cockroach Labs User ID and account. You agree to notify Cockroach Labs immediately of any unauthorized use of your account or any other breach of security.

Restrictions. You agree that, with respect to your use of the Sites, you will not: (a) infringe or violate the intellectual property rights or any other rights of anyone else (including Cockroach Labs); (b) violate any law or regulation; (c) take any action which actually or attempts to interfere with the proper operation or functioning of the Sites, or jeopardize the security of the Sites or of your, or any other person’s, Cockroach Labs User ID or account; (d) take any action which actually or attempts to violate the security of any computer network, or crack any passwords or security encryption codes; (e) “crawl,” “scrape,” or “spider” any page, data, or portion of the Sites or Content (through use of manual or automated means); (f) copy or store any significant portion of the Content; (g) harvest or collect information about the users of the Sites; or (h) decompile, reverse engineer, or otherwise attempt to illicitly obtain the source code or underlying ideas or information of or relating to the Sites.

2. PROPRIETARY RIGHTS.

The materials displayed or performed or available on or through the Sites, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Submissions (as defined below) and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information and restrictions contained in any Content you access through the Sites. You may not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of Cockroach Labs and, if not Cockroach Labs, the owner of that Content or (ii) in a way that violates someone else’s (including Cockroach Labs') rights.

Subject to these Terms and our Privacy Policy, we grant you a worldwide, non-exclusive, non-sublicensable, non-transferable, freely revocable, limited license to use (i.e., to download and display locally) Content as permitted by the features of the Sites, solely for purposes of using the Sites or Cockroach Labs services and products. Use, reproduction, modification, distribution or storage of any Content for any other purpose is expressly prohibited without prior written permission from us. You understand that Cockroach Labs owns the Sites. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Sites. The Sites may allow you to copy or download certain Content, but please remember that even where these functionalities exist, all the restrictions in this section still apply to that Content.

3. USER SUBMISSION.

Anything you post, upload, share, store, or otherwise provide through the Sites, including without limitation, any content, messages, text files, images, photos, video, sounds, works of authorship, or other materials is a “User Submission.” Some User Submissions may be viewable by other users. You are solely responsible for all User Submissions you contribute to the Sites or which is contributed to the Sites through your account. You represent that all User Submissions submitted by you or through your account are accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. You agree that you will not post, upload, share, store, or otherwise provide any User Submissions that: (i) infringes any third party's copyrights or other rights (e.g., trademark, privacy rights, etc.); (ii) contains sexually explicit content or pornography; (iii) contains hateful, defamatory, or discriminatory content or incites hatred against any individual or group; (iv) exploits minors; (v) depicts unlawful acts or extreme violence; (vi) depicts animal cruelty or extreme violence towards animals; (vii) promotes fraudulent schemes, multi-level marketing (MLM) schemes, get rich quick schemes, online gaming and gambling, cash gifting, work from home businesses, or any other dubious money-making ventures; (viii) is advertising (including without limitation political advertising) or any other form of commercial solicitation, (ix) contains viruses, worms, malware, or other harmful components, (x) chain letters, mass mailings, or other forms of spam, or (xi) that violates any law. By submitting User Submissions through the Sites, you hereby do and shall grant Cockroach Labs a worldwide, irrevocable, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Submissions in connection with the Sites or Cockroach Labs’ and its affiliates’ products and services. You represent and warrant to Cockroach Labs that you have all right, power and authority necessary to grant the above license.

4. THIRD PARTY WEBSITES.

Our Sites may contain links or connections to third-party websites or services that are not owned or controlled by Cockroach Labs, including any generative artificial intelligence models, features, or services. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that Cockroach Labs is not responsible for such risks. Cockroach Labs has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Sites. By using the Sites, you release and hold us harmless from any and all liability arising from your use of any third-party website or service. 

5. PRIVACY. 

Our collection of personal information from you through the Sites and how we use it is described in more detail in our Privacy Policy. 

6. WARRANTY DISCLAIMER.

Cockroach Labs and its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (Cockroach Labs and all such parties together, the “Cockroach Labs Parties”) make no representations or warranties concerning the Sites, including without limitation regarding any materials contained in or accessed through the Sites (including without limitation the Content), and the Cockroach Labs Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Sites or any claims, actions, suits, procedures, costs, expenses, damages or liabilities arising out of use of, or in any way related to your participation in, the Sites. The Cockroach Labs Parties make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through or in connection with the Sites. THE SITES (INCLUDING WITHOUT LIMITATION THE CONTENT) ARE PROVIDED BY COCKROACH LABS (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. 

7. LIMITATION OF LIABILITY.

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE COCKROACH LABS PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) ONE-HUNDRED ($100) DOLLARS OR (II) THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO COCKROACH LABS IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU. 

8. INDEMNITY.

You agree to indemnify and hold the Cockroach Labs Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any claims relating to (a) your use of the Sites (including any actions taken by a third party using your account), and (b) your violation of these Terms, including without limitation User Submissions that were reviewed and accepted by Cockroach Labs. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder.

9. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT.

We respect others’ intellectual property rights, and we reserve the right to delete or disable Content alleged to be infringing, and to terminate the accounts of alleged infringers. In accordance with the Digital Millennium Copyright Act (“DMCA”), we’ve adopted the policy below toward copyright infringement.  We reserve the right to (1) block access to or remove material that we believe in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users and (2) remove and discontinue service to offenders.

If a counter-notice is received by the Designated Agent, Cockroach Labs may, in its discretion, send a copy of the counter-notice to the original complaining party informing that person that Cockroach Labs may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider accused of committing infringement, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at Cockroach Lab's discretion.  

Cockroach Labs’ Designated Agent may be contacted at the following address:

Cockroach Labs, Inc. 
Attn: Legal Department
125 W. 25th Street, 11th Floor
New York, NY 10001

10. GENERAL.

Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Sites account, in any way (by operation of law or otherwise) without Cockroach Labs' prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations hereunder at our discretion without notice or consent.

Governing Law & Arbitration. These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of New York, without regard to the conflicts of laws provisions thereof.

ARBITRATION NOTICE AND CLASS ACTION WAIVER. EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION HEREOF, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with Cockroach Labs and limits the manner in which you can seek relief from Cockroach Labs. Both you and Cockroach Labs acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, Cockroach Labs' officers, directors, employees and independent contractors (“Personnel”) are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.

(a) Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in New York City, New York. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. 

(b) Costs of Arbitration. The Rules will govern payment of all arbitration fees. Cockroach Labs will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. Cockroach Labs will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous. 

(c) Small Claims Court; Infringement. Either you or Cockroach Labs may assert claims, if they qualify, in small claims court in New York City, New York or any United States county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights. 

(d) Waiver of Jury Trial. YOU AND COCKROACH LABS WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and Cockroach Labs are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Cockroach Labs over whether to vacate or enforce an arbitration award, YOU AND COCKROACH LABS WAIVE ALL RIGHTS TO A JURY TRIAL and elect instead to have the dispute be resolved by a judge.

(e) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Cockroach Labs is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g) below.

(f) Opt-out. You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: 125 W. 25th Street, Floor 11, New York, NY 10001 postmarked within thirty (30) days of first accepting these Terms. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of these Terms’ arbitration agreement.

(g) Exclusive Venue. If you send the opt-out notice in (f) above, and/or in any circumstances where the foregoing arbitration agreement permits either you or Cockroach Labs to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and Cockroach Labs agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, New York City, New York, or the federal district in which that county falls. 

(h) Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with Cockroach Labs.