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TIMESCALE LICENSE AGREEMENT
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Posted Date: December 19, 2018
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PLEASE READ CAREFULLY THIS TIMESCALE LICENSE AGREEMENT ("TSL Agreement"), WHICH
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CONSTITUTES A LEGALLY BINDING AGREEMENT AND GOVERNS USE OF THE TIMESCALE
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TIME-SERIES DATABASE SOFTWARE AND RELATED SOFTWARE THAT IS PROVIDED SUBJECT TO
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THIS TSL AGREEMENT. BY INSTALLING OR USING SUCH SOFTWARE, YOU AGREE THAT YOU
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HAVE READ AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS TSL
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AGREEMENT. IF YOU DO NOT AGREE WITH SUCH TERMS AND CONDITIONS, YOU MAY NOT
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INSTALL OR USE SUCH SOFTWARE. IF YOU ARE INSTALLING OR USING SUCH SOFTWARE ON
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BEHALF OF A LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY
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TO AGREE TO THE TERMS AND CONDITIONS OF THIS TSL AGREEMENT ON BEHALF OF THAT
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LEGAL ENTITY AND THE RIGHT TO BIND THAT LEGAL ENTITY TO THIS TSL AGREEMENT.
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This TSL Agreement is entered into by and between Timescale, Inc. ("Timescale")
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and you or the legal entity on whose behalf you are accepting this TSL
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Agreement ("You").
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0. BACKGROUND
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The Timescale time-series database software and related software is offered
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as "open code" or "source-available" code. This means that all source code
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of the software is available for inspection and download at
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https://github.com/timescale. The Timescale software is composed of two
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major pieces.
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The first, core piece (referred to herein as the Timescale Open Source
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Software, as defined below) is open source software that is licensed under
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the Apache Version 2.0 license.
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The second piece (referred to herein as the TSL Licensed Software, as
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defined below) is all of the Timescale Software other than the Timescale
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Open Source Software.
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Certain functions or features of the TSL Licensed Software (referred to
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herein as Community Features, as defined below) may be used under this TSL
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Agreement without charge, in some cases subject to certain usage limits that
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may be imposed by a software license key and/or technical restrictions in
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the code.
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Certain other functions or features of the TSL Licensed Software (referred
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to herein as Enterprise Features, as defined below) may be used either
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solely under a Commercial License Agreement subject to charge, or under this
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TSL Agreement without charge only for a limited time trial period. In order
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to use such features, You must obtain an appropriate license key.
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You may find more information at https://www.timescale.com/pricing about
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which functions and features of the TSL Licensed Software are classified as
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Community Features and Enterprise Features, details about any applicable
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usage limits and trial periods, and a description of how You can obtain any
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required license keys and enter into a Commercial License Agreement with
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Timescale.
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1. GOVERNING LICENSES
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1.1 Source Code. The source code for all Timescale Software is made
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publicly available by Timescale at https://github.com/timescale. However,
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different license agreements govern the use of different parts of the
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Timescale Software source code. The use of Timescale Open Source Software,
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in both source and executable forms, is governed by the terms of the Apache
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License Version 2.0, a copy of which is available at
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https://opensource.org/licenses/Apache-2.0. The use of all other Timescale
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Software in source code form is governed by this TSL Agreement and/or a
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Commercial License Agreement, as applicable.
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1.2 Commercial License Rights. If You desire to use Community Features
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beyond applicable Usage Limits, or to use Enterprise Features beyond an
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applicable trial period (or those Enterprise Features that are not available
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for use under this TSL Agreement at all), as the case may be, You must
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obtain an appropriate License Key and enter into a Commercial License
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Agreement with Timescale, subject to applicable charges.
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1.3 License Rights to Your Customers. As set forth in Section 2.1 below,
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the use by Your customers of the Timescale Software as part of any Value
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Added Products or Services that You distribute will be subject to the most
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current version of this TSL Agreement, including any applicable Usage Limits
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and restrictions on the use of Enterprise Features. If Your customers
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desire to use any functions or features of the Timescale Software beyond
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applicable Usage Limits, or to use Enterprise Features, they must enter into
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a Commercial License Agreement with Timescale and obtain any necessary
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License Keys.
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2. GRANT OF LICENSES
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2.1 Grant. Conditioned upon compliance with all of the terms and conditions
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of this TSL Agreement, Timescale grants to You at no charge the following
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limited, non-exclusive, non-transferable, fully paid up, worldwide licenses,
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without the right to grant or authorize sublicenses (except as set forth in
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Section 2.3):
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(a) Internal Use. A license to copy, compile, install, and use the
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Timescale Software in unmodified form: (i) solely for Your own internal
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business purposes in a manner that does not expose or give access to,
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directly or indirectly (e.g., via a wrapper), the Timescale Data
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Definition Interfaces or the Timescale Data Manipulation Interfaces to
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any person or entity other than You or Your employees and Contractors
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working on Your behalf, and (ii) solely in compliance with all applicable
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Usage Limits and any limits imposed on the use of Enterprise Features by
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a License Key or the Timescale Software itself. You agree not to use the
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Community Features in any manner or extent beyond the Usage Limits or use
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the Enterprise Features in any manner or extent beyond the limits imposed
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by a License Key or the Timescale Software itself, except as may be
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permitted by a Commercial License Agreement that You and Timescale may
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enter into.
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(b) Value Added Products or Services. A license (i) to copy, compile,
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install, and use the Timescale Software solely in unmodified form to
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develop and maintain Your Value Added Products or Services, and (ii) to
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utilize (in the case of services) or distribute (in the case of products
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that are distributed to Your customers) copies of the Timescale Software
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or parts thereof solely in unmodified form and solely as incorporated
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into or utilized with Your Value Added Products or Services; provided
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that (1) You notify Your customers that use of such Timescale Software is
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subject to this TSL Agreement and You provide to each such customer a
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copy of the most current version of this TSL Agreement or a URL from
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which the most current version of this TSL Agreement may be obtained, and
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(2) the customer is prohibited, either contractually or technically, from
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defining, redefining, or modifying the database schema or other
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structural aspects of database objects, such as through use of the
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Timescale Data Definition Interfaces, in a Timescale Database utilized by
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such Value Added Products or Services.
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(c) Distribution of Source Code or Binaries in Standalone Form. Subject
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to the prohibitions in Section 2.2 below, a license to copy and
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distribute the Timescale Software Source Code and the Timescale Software
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Binaries solely in unmodified standalone form and subject to the terms
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and conditions of the most current version of this TSL Agreement. You
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may not distribute the TSL Licensed Software Source Code or the TSL
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Licensed Software Binaries in combination with or for use with any other
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software except for Your Value Added Products or Services.
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(d) Derivative Works. A license to prepare, compile, and test Derivative
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Works of the TSL Licensed Software Source Code solely in a Non-Production
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Environment, provided that (i) neither such Derivative Works nor any
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binary executable versions thereof are utilized in a production capacity
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or outside a Non-Production Environment, (ii) such Derivative Works do
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not violate any of the prohibitions on circumvention of Technological
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Protection Measures set forth in Section 2.5, and (iii) such Derivative
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Works are not distributed to any third person or entity other than as a
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contribution back to Timescale under Timescale's Contributor Agreement
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for potential incorporation into Timescale's maintained code base at its
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sole discretion.
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2.2 Prohibitions. Notwithstanding any other provision in this TSL
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Agreement, You are prohibited from (i) using any TSL Licensed Software to
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provide time-sharing services or database-as-a-service services, or to
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provide any form of software-as-a-service or service offering in which the
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TSL Licensed Software is offered or made available to third parties to
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provide time-series database functions or operations, other than as part of
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Your Value Added Products or Services, or (ii) copying or distributing any
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TSL Licensed Software for use in any of the foregoing ways. In addition,
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You agree not to, except as expressly permitted in Section 2.1(d), prepare
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Derivative Works of any TSL Licensed Software or, except as expressly
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permitted herein, transfer, sell, rent, lease, sublicense, loan, or
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otherwise transfer or make available any TSL Licensed Software, whether in
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source code or binary executable form. If You have any question as to
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whether a specific use You intend to make of the TSL Licensed Software
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complies with the foregoing prohibitions, please contact
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licensing@timescale.com.
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2.3 Affiliates and Contractors. You may permit Your Contractors and
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Affiliates to exercise the licenses set forth in Section 2.1, provided that
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such exercise by Contractors must be solely for your benefit and/or the
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benefit of Your Affiliates, and You shall be responsible for all acts and
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omissions of such Contractors and Affiliates in connection with such
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exercise of the licenses, including but not limited to breach of any
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applicable Usage Limits, limits imposed by a License Key, or other terms of
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this TSL Agreement.
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2.4 Reservation of Rights. Except as expressly set forth in Section 2.1, no
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other license or rights to the Timescale Software are granted to You under
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this TSL Agreement, whether by implication, estoppel, or otherwise.
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2.5 Circumvention of Technological Protection Measures. You agree not to
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descramble, decrypt, alter, avoid, bypass, remove, deactivate, impair, or
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otherwise circumvent any Technological Protection Measure protecting the
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Timescale Software or any portion thereof, including but not limited to any
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License Key.
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3. DEFINITIONS
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In addition to other terms defined elsewhere in this TSL Agreement, the
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terms below have the following meanings:
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3.1 "Affiliate" means, if You are a legal entity, any legal entity that
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controls, is controlled by, or which is under common control with, You,
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where "control" means ownership of at least fifty percent (50%) of the
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outstanding voting shares of the legal entity, or the contractual right to
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establish policy for, and manage the operations of, the legal entity.
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3.2 "Commercial License Agreement" means a license agreement offered by
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Timescale separate from this TSL Agreement that grants license rights, for
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applicable charges, to (i) activate and use one or more Enterprise Features
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that Timescale does not make available for access and use under this TSL
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Agreement at all, (ii) use one or more Enterprise Features beyond expiration
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of a limited time trial period, and/or (iii) use one or more Community
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Features beyond applicable Usage Limits.
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3.3 "Community Features" means those functions or features of the TSL
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Licensed Software that Timescale designates from time to time at
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https://www.timescale.com/pricing as available for access and use under this
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TSL Agreement without charge, subject to any applicable Usage Limits.
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3.4 "Contractor" means a person or entity engaged as a consultant or
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contractor to perform work on Your behalf, but only to the extent such
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person or entity is performing such work on Your behalf.
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3.5 "Derivative Work" means any modification or enhancement made by You to
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the TSL Licensed Software, whether in source code, executable, intermediate,
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or other form.
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3.6 "Enterprise Features" means certain functions or features of the TSL
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Licensed Software that Timescale designates from time to time at
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https://www.timescale.com/pricing as (i) available for activation and use
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solely under a Commercial License Agreement with a License Key and subject
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to applicable charges, or (ii) available for use without charge under this
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TSL Agreement only on a limited time trial basis with a License Key.
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3.7 "License Key" means a software license key issued by Timescale that
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allows (i) activation and use of certain Enterprise Features either under a
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Commercial License Agreement or without charge for a limited time trial
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period under this TSL Agreement, or (ii) use of certain Community Features
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beyond applicable Usage Limits.
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3.8 "Non-Production Environment" means an environment for development,
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testing, or quality assurance, where software is not used for production
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purposes.
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3.9 "Technological Protection Measure" means a technological measure,
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including but not limited to a License Key, encryption, scrambling,
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procedure, or process, that controls access to and/or restricts or limits
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the use of any function, feature, or portion of the Timescale Software.
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3.10 "Timescale Database" means a time-series database that is created
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and/or used by the Timescale Software.
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3.11 "Timescale Data Definition Interfaces" means SQL commands and other
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interfaces of the Timescale Software that can be used to define or modify
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the database schema and other structural aspects of database objects in a
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Timescale Database, including Data Definition Language (DDL) commands such
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as CREATE, DROP, ALTER, TRUNCATE, COMMENT, and RENAME.
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3.12 "Timescale Data Manipulation Interfaces" means SQL commands and
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analytical function, procedural, and other types of application programming
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interfaces or commands, that allow the use, manipulation, and control of
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data present in a Timescale Database, including Data Manipulation Language
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(DDL) commands such as SELECT, INSERT, UPDATE, and DELETE, Data Control
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Language (DCL) commands such as GRANT and REVOKE, and Transaction Control
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Language (TCL) commands such as COMMIT, ROLLBACK, SAVEPOINT, and SET
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TRANSACTION.
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3.13 "Timescale Open Source Software" means those portions of the Timescale
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Software that Timescale makes publicly available from time to time as open
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source software under the terms of the Apache License Version 2.0 or, in
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some limited instances, under other open source licenses (such as the
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PostgreSQL license) as identified in the applicable source code files and/or
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accompanying notices.
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3.14 "Timescale Software" means, collectively, all time-series database
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software and related software made publicly available by Timescale from time
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to time, in both source code and binary executable form, which includes the
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Timescale Open Source Software and the TSL Licensed Software.
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3.15 "Timescale Software Binaries" means the binary executable form of the
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Timescale Software that Timescale makes publicly available from time to
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time.
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3.16 "Timescale Software Source Code" means the source code of the Timescale
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Software that Timescale makes publicly available from time to time.
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3.17 "TSL Licensed Software" means those parts of the Timescale Software
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other than the Timescale Open Source Software.
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3.18 "TSL Licensed Software Binaries" means the TSL Licensed Software or any
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portion thereof in binary executable form.
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3.19 "TSL Licensed Software Source Code" means the TSL Licensed Software or
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any portion thereof in source code form.
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3.20 "Usage Limits" means limits, such as capability restrictions or usage
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metrics, that Timescale may place from time to time on the use under this
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TSL Agreement of certain Community Features. Usage Limits may be set by a
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License Key and/or by limits implemented in the TSL Licensed Software code
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itself.
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3.21 "Value Added Products or Services" means products or services developed
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by or for You that utilize (for example, as a back-end function or part of a
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software stack) all or parts of the Timescale Software to provide
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time-series database storage and operations in support of larger value-added
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products or services (for example, an IoT platform or vertical-specific
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application) with respect to which all of the following are true:
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(i) such value-added products or services are not primarily database
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storage or operations products or services;
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(ii) such value-added products or services add substantial value of a
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different nature to the time-series database storage and operations
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afforded by the Timescale Software and are the key functions upon which
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such products or services are offered and marketed; and
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(iii) users of such Value Added Products or Services are prohibited,
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either contractually or technically, from defining, redefining, or
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modifying the database schema or other structural aspects of database
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objects, such as through use of the Timescale Data Definition Interfaces,
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in a Timescale Database utilized by such Value Added Products or
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Services.
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4. SUPPORT
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From time to time, in its sole discretion, Timescale may offer professional
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services or support for the TSL Licensed Software pursuant to a separate
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support or maintenance agreement, which may now or in the future be subject
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to fees. Please see https://www.timescale.com/pricing for a description of
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professional services or support that may be available from Timescale.
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5. TERMINATION
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This TSL Agreement will automatically terminate, whether or not You receive
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notice of such termination from Timescale, in the event You breach any of
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its terms or conditions. In accordance with Section 7 below, Timescale
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shall have no liability for any damage, loss, or expense of any kind,
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whether consequential, indirect, or direct, suffered or incurred by You
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arising from or incident to the termination of this TSL Agreement, whether
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or not Timescale has been advised or is aware of any such potential damage,
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loss, or expense.
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6. DISCLAIMER OF WARRANTIES
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TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ALL TIMESCALE SOFTWARE
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PROVIDED UNDER THIS TSL AGREEMENT, INCLUDING ALL PORTIONS OF THE TIMESCALE
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SOFTWARE SUPPLIED ON A TRIAL BASIS, ARE PROVIDED "AS IS" WITHOUT WARRANTY OF
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ANY KIND AND TIMESCALE DISCLAIMS ALL SUCH WARRANTIES, WHETHER EXPRESS,
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STATUTORY, OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF
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MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR
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NON-INFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING FROM USAGE OF TRADE,
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COURSE OF DEALING, OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE
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FOREGOING, TIMESCALE MAKES NO WARRANTY OR REPRESENTATION AS TO THE
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RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, PROFITABILITY, SUPPORT,
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PERFORMANCE, LOSS OF USE OR LOSS OF DATA, AVAILABILITY, OR ACCURACY OF THE
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TIMESCALE SOFTWARE. YOU ACKNOWLEDGE THAT CHANGES MADE BY TIMESCALE TO THE
|
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TIMESCALE SOFTWARE MAY DISRUPT INTEROPERATION WITH YOUR VALUE ADDED PRODUCTS
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OR SERVICES. TIMESCALE AND ITS LICENSORS DO NOT WARRANT THAT THE TIMESCALE
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|
SOFTWARE, OR ANY PORTION THEREOF, IS ERROR FREE OR WILL OPERATE WITHOUT
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INTERRUPTION, OR THAT ANY VALUE ADDED PRODUCT OR SERVICE INTEROPERATING WITH
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THE TIMESCALE SOFTWARE WILL NOT EXPERIENCE LOSS OF USE OR LOSS OF DATA. YOU
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ACKNOWLEDGE THAT IN ENTERING INTO THIS TSL AGREEMENT, YOU HAVE NOT RELIED ON
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ANY PROMISE, WARRANTY, OR REPRESENTATION NOT EXPRESSLY SET FORTH IN THIS
|
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AGREEMENT.
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7. LIMITATION OF LIABILITY
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TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL
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TIMESCALE OR ITS LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY
|
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|
DIRECT OR INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOSS OF PROFITS
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|
OR REVENUE, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF COVER
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|
OR SUBSTITUTE GOODS OR SERVICES, OR FOR ANY SPECIAL, INCIDENTAL,
|
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|
CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, HOWEVER CAUSED,
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|
RELATED TO, OR ARISING OUT OF THIS TSL AGREEMENT, ITS TERMINATION OR THE
|
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|
|
PERFORMANCE OR FAILURE TO PERFORM THIS TSL AGREEMENT, OR THE USE OR
|
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|
INABILITY TO USE THE TIMESCALE SOFTWARE, WHETHER ALLEGED AS A BREACH OF
|
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|
|
CONTRACT, BREACH OF WARRANTY, TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, OR ANY
|
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|
|
OTHER LEGAL THEORY, EVEN IF TIMESCALE HAS BEEN ADVISED OR IS AWARE OF THE
|
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|
POSSIBILITY OF SUCH DAMAGES.
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|
8. GENERAL
|
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|
|
8.1 Complete Agreement. This TSL Agreement completely and exclusively
|
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|
|
states the entire agreement of the parties regarding the subject matter
|
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|
|
hereof and supersedes all prior proposals, agreements, or other
|
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|
|
communications between the parties, oral or written, regarding such subject
|
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|
|
matter.
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|
8.2 Modification. This TSL Agreement may be modified by Timescale from time
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|
|
to time, and any such modifications will be effective upon the "Posted Date"
|
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|
|
|
set forth at the top of the modified agreement. The modified agreement shall
|
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|
|
govern any new version of the TSL Licensed Software (and all its constituent
|
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|
|
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 8.2, this TSL Agreement may not be amended except by a writing
|
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|
|
executed by both parties.
|
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|
|
8.3 Governing Law. This TSL Agreement shall be governed by and construed
|
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|
|
|
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.
|
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|
|
8.4 Unenforceability. If any provision of this TSL Agreement is held
|
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|
|
|
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.
|
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|
|
|
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|
|
8.5 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.
|
|
|
|
|
|
|
|
|
|
8.6 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.
|
|
|
|
|
|
|
|
|
|
8.7 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
|
|
|
|
|
between the parties.
|
|
|
|
|
|
|
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|
|
8.8 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. Consistent with 48
|
|
|
|
|
C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable,
|
|
|
|
|
the Commercial Computer Software and Commercial Computer Software
|
|
|
|
|
Documentation 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.
|
|
|
|
|
Unpublished – rights reserved under the copyright laws of the United States.
|
|
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|
