312 lines
18 KiB
Plaintext
312 lines
18 KiB
Plaintext
TIMESCALE LICENSE AGREEMENT
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Posted Date: September 24, 2020
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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 piece (referred to herein as the Timescale Open Source Software,
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as defined below) is open source software that is licensed under the Apache
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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. The TSL Licensed Software may be used under this TSL
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Agreement without charge.
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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 both source and executable forms, is governed by this TSL
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Agreement.
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1.2 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.
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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 and Derivative Works 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.
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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, Derivative Works, or parts
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thereof to develop and maintain Your Value Added Products or Services,
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(ii) to utilize (in the case of services) copies of the Timescale
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Software, Derivative Works, or parts thereof solely as incorporated
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into or utilized with Your Value Added Products or Services, and
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(iii) to distribute (in the case of products that are distributed to
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Your customers) copies of the Timescale Software binaries or of
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Derivative Works solely in binary form, and both 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
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or Derivative Works is subject to this TSL Agreement and You provide to
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each such customer a copy of the most current version of this TSL
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Agreement or a URL from which the most current version of this TSL
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Agreement may be obtained, and (2) the customer is prohibited, either
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contractually or technically, from defining, redefining, or modifying
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the database schema or other structural aspects of database objects,
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such as through use of the Timescale Data Definition Interfaces, in a
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Timescale Database utilized by 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 binaries solely in
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unmodified standalone form and subject to the terms and conditions of
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the most current version of this TSL Agreement.
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(d) Derivative Works. A license (i) to prepare, compile, and test
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Derivative Works of the TSL Licensed Software; (ii) to use Derivative
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Works for Internal Use solely as expressly permitted in Section 2.1(a);
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(iii) to utilize Derivative Works with Your Value Added Products or
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Services solely as expressly permitted in Section 2.1(b); (iv) to
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distribute Derivative Works in binary form with Your Value Added
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Products or Services solely as expressly permitted in Section 2.1(b);
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and (v) to distribute Derivative Works back to Timescale under
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Timescale's Contributor Agreement for potential incorporation into
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Timescale's maintained code base at its 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.
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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 terms
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of 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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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 "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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3.3 "Derivative Work" means any modification or enhancement made by You to
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the TSL Licensed Software, whether in source code, binary executable,
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intermediate, or other form.
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3.4 "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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3.5 "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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3.6 "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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3.7 "Timescale Open Source Software" means those portions of the Timescale
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Software that Timescale makes publicly available for distribution from time
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to time as open source software under the terms of the Apache License
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Version 2.0 or, in some limited instances, under other open source licenses
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(such as the PostgreSQL license) as identified in the applicable source
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code files and/or accompanying notices.
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3.8 "Timescale Software" means, collectively, all time-series database
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software and related software made publicly available by Timescale for
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distribution from time to time, in both source code and binary executable
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form, which includes the Timescale Open Source Software and the TSL
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Licensed Software.
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3.9 "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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3.10 "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. 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 6 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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5. 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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6. 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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7. GENERAL
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7.1 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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7.2 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
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release by Timescale on or after such Posted Date. Except as set forth in
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this Section 7.2, this TSL Agreement may not be amended except by a writing
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executed by both parties.
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7.3 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
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choice of law rules or principles that would lead to the applicability of
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the law of any other jurisdiction. None of the provisions of either the
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United Nations Convention on Contracts for the International Sale of Goods
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or the Uniform Computer Information Transactions Act shall apply.
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7.4 Unenforceability. If any provision of this TSL Agreement is held
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unenforceable, the remaining provisions of this TSL Agreement shall remain
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in effect and the unenforceable provision shall be replaced by an
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enforceable provision that best reflects the original intent of the parties.
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7.5 Injunctive Relief. You acknowledge that a breach or threatened breach
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of any provision of this TSL Agreement will cause irreparable harm to
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Timescale for which damages at law will not provide adequate relief, and
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Timescale shall therefore be entitled to injunctive relief against such
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breach or threatened breach without being required to post a bond.
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7.6 Assignment. You may not assign this TSL Agreement, including by
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operation of law in connection with a merger or acquisition or otherwise,
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in whole or in part, without the prior written consent of Timescale, which
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Timescale may grant or withhold in its sole and absolute discretion. Any
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assignment in violation of the preceding sentence is void.
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7.7 Independent Contractors. The parties to this TSL Agreement are
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independent contractors and this TSL Agreement does not establish any
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relationship of partnership, joint venture, employment, franchise, or agency
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between the parties.
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7.8 U.S. Government Rights. The Timescale Software and related
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documentation are "Commercial Items", as that term is defined at 48
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C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial
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Computer Software Documentation," as such terms are used in 48
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C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable, and
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are being licensed to U.S. Government end users (a) only as
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Commercial Items and (b) with only those rights as are granted to all other
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end users pursuant to the terms and conditions of this TSL Agreement.
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