SCYLLADB SOFTWARE LICENSE AGREEMENT
Version: 	1.0
Last updated: 	December 18, 2024

Your Acceptance

By utilizing or accessing the Software in any manner, You hereby confirm and
agree to be bound by this ScyllaDB Software License Agreement (the "Agreement"),
which sets forth the terms and conditions on which ScyllaDB Ltd. ("Licensor")
makes the Software available to You, as the Licensee. If Licensee does not agree
to the terms of this Agreement or cannot otherwise comply with the Agreement,
Licensee shall not utilize or access the Software.

The terms "You" or "Licensee" refer to any individual accessing or using the
Software under this Agreement ("Use"). In case that such individual is Using
the Software on behalf of a legal entity, You hereby irrevocably represents
and warrants that You have full legal capacity and authority to enter into this
Agreement on behalf of such entity as well as bind such entity to this Agreement,
and in such case, the term "You" or "Licensee" in this Agreement will refer
to such entity.

Grant of License

Software Definitions: Software means the ScyllaDB software provided by Licensor,
including the source code, object code, and any accompanying documentation or
tools, or any part thereof, as made available under this Agreement.
Grant of License: Subject to the terms and conditions of this Agreement, Licensor
grants You a limited, non-exclusive, revocable, non-sublicensable, non-transferable,
royalty free license to Use the Software, in each case solely for the purposes
of:
Copying, distributing, evaluating (including performing benchmarking or comparative
tests or evaluations , subject to the limitations below) and improving the Software
and ScyllaDB; and
create a modified version of the Software (each, a "Licensed Work"); provided
however, that each such Licensed Work keeps all or substantially all of the
functions and features of the Software, and/or using all or substantially all
of the source code of the Software. You hereby agree that all the Licensed Work
are, upon creation, considered Licensed Work of the Licensor, shall be the sole
property of the Licensor and its assignees, and the Licensor and its assignees
shall be the sole owner of all rights of any kind or nature, in connection with
such Licensed Work. You hereby irrevocably and unconditionally assign to the
Licensor all the Licensed Work and any part thereof. This License applies separately
for each version of the Licensed Work, which shall be considered "Software"
for the purpose of this Agreement.

License Limitations, Restrictions and Obligations: The license grant above is
subject to the following limitations, restrictions, and obligations. If Licensee’s
Use of the Software does not comply with the above license grant or the terms
of this section (including exceeding the Usage Limit set forth below), Licensee
must: (i) refrain from any Use of the Software; and (ii) purchase a commercial
paid license from the Licensor.

Updates: You shall be solely responsible for providing all equipment, systems,
assets, access, and ancillary goods and services needed to access and Use the
Software. Licensor may modify or update the Software at any time, without notification,
in its sole and absolute discretion. After the effective date of each such update,
Licensor shall bear no obligation to run, provide or support legacy versions
of the Software.
"Usage Limit": Licensee's total overall available storage across all deployments
and clusters of the Software and the Licensed Work under this License shall
not exceed 10TB and/or an upper limit of 50 VCPUs (hyper threads).
IP Markings: Licensee must retain all copyright, trademark, and other proprietary
notices contained in the Software. You will not modify, delete, alter, remove,
or obscure any intellectual property, including without limitations licensing,
copyright, trademark, or any other notices of Licensor in the Software.
License Reproduction: You must conspicuously display this Agreement on each
copy of the Software. If You receive the Software from a third party, this Agreement
still applies to Your Use of the Software. You will be responsible for any breach
of this Agreement by any such third-party.
Distribution of any Licensed Works is permitted, provided that: (i) You must
include in any Licensed Work prominent notices stating that You have modified
the Software, (ii) You include a copy of this Agreement with the Licensed Work,
and (iii) You clearly identify all modifications made in the Licensed Work and
provides attribution to the Licensor as the original author(s) of the Software.
Commercial Use Restrictions: Licensee may not offer the Software as a software-as-a-service
(SaaS) or commercial database-as-as-service (dBaaS) offering. Licensee may not
use the Software to compete with Licensor's existing or future products or services.
If your Use of the Software does not comply with the requirements currently
in effect as described in this License, you must purchase a commercial license
from the Licensor, its affiliated entities, or you must refrain from using the
Software and all Licensed Work. Furthermore, if You make any written claim of
patent infringement relating to the Software, Your patent license for the Software
granted under this Agreement terminates immediately.
Notwithstanding anything to the contrary, under the License granted hereunder,
You shall not and shall not permit others to: (i) transfer the Software or any
portions thereof to any other party except as expressly permitted herein; (ii)
attempt to circumvent or overcome any technological protection measures incorporated
into the Software; (iii) incorporate the Software into the structure, machinery
or controls of any aircraft, other aerial device, military vehicle, hovercraft,
waterborne craft or any medical equipment of any kind; or (iv) use the Software
or any part thereof in any unlawful, harmful or illegal manner, or in a manner
which infringes third parties’ rights in any way, including intellectual property
rights.

Monitoring; Audit

License Key: Licensor may implement a method of authentication, e.g., a unique
license token ("License Key") as a condition of accessing or using the Software.
Upon the implementation of such License Key, Licensee agrees to comply with
Licensor terms and requirements with regards to such License Key
Monitoring & Data Sharing: Licensor do not collect customer data from its database.
Notwithstanding, Licensee acknowledges and agrees that the License Key and Software
may share telemetry metrics and information regarding the execution volume and
statistics with Licensor regarding Licensee’s use of the same. Any disclosure
or use of such information shall be subject to, and in accordance with, Licensor’s
Privacy Policy and Data Processing Agreement, which can be found at https://www.scylladb.com/policies-agreements.
Information Requests; Audits: Licensee shall keep accurate records of its access
to and use of any Software, and shall promptly respond to any Licensor requests
for information regarding the same. To ensure compliance with the terms of this
Agreement, during the term of this Agreement and for a period of one (1) year
thereafter, Licensor (or an agent bound by customary confidentiality undertakings
on its behalf) may audit Licensee’s records which are related to its access
to or use of the Software. The cost of such audit shall be borne by Licensor
unless it is determined that Licensee has materially breached this Agreement.

Termination

Termination: Licensor may immediately terminate this Agreement will automatically
terminate if You for any reason, including without limitation for (i) Licensee’s
breach of any term, condition, or restriction of this Agreement, unless such
breach was cured to Licensor’s satisfaction within no more than 15 days from
the date of the breach. Notwithstanding the foregoing, intentional; or (ii)
if Licensee brings any claim, demand or repeated breaches lawsuit against Licensor.
Obligations on Termination: Upon termination of this Agreement by You will cause
Your licenses to terminate automatically and permanently, at Licensor’s sole
discretion, Licensee must (i) immediately stop using any Software, (ii) return
all copies of any tools or documentation provided by Licensor; and (iii) pay
amount due to Licensor hereunder (e.g., audit costs). All obligations which
by their nature must survive the termination of this Agreement shall so survive.

Indemnity; Disclaimer; Limitation of Liability

Indemnity: Licensee hereby agrees to indemnify, defend and hold harmless Licensor
and its affiliates from any losses or damages incurred due to a third party
claim arising out of: (i) Licensee’s breach of this Agreement; (ii) Licensee’s
negligence, willful misconduct or violation of law, or (iii) Licensee’s products
or services.
DISCLAIMER OF WARRANTIES: LICENSEE AGREES THAT LICENSOR HAS MADE NO EXPRESS
WARRANTIES REGARDING THE SOFTWARE AND THAT THE SOFTWARE IS BEING PROVIDED "AS
IS" WITHOUT WARRANTY OF ANY KIND. LICENSOR DISCLAIMS ALL WARRANTIES WITH REGARD
TO THE SOFTWARE, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED
WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE; TITLE; MERCHANTABILITY; OR NON-INFRINGEMENT
OF THIRD PARTY RIGHTS. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE
UNINTERRUPTED OR ERROR FREE, OR THAT ALL ERRORS WILL BE CORRECTED. LICENSOR
DOES NOT GUARANTEE ANY PARTICULAR RESULTS FROM THE USE OF THE SOFTWARE, AND
DOES NOT WARRANT THAT THE SOFTWARE IS FIT FOR ANY PARTICULAR PURPOSE.
LIMITATION OF LIABILITY: TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE
LAW, IN NO EVENT WILL LICENSOR AND/OR ITS AFFILIATES, EMPLOYEES, OFFICERS AND
DIRECTORS BE LIABLE TO LICENSEE FOR (I) ANY LOSS OF USE OR DATA; INTERRUPTION
OF BUSINESS; OR ANY INDIRECT; SPECIAL; INCIDENTAL; OR CONSEQUENTIAL DAMAGES
OF ANY KIND (INCLUDING LOST PROFITS); AND (II) ANY DIRECT DAMAGES EXCEEDING
THE TOTAL AMOUNT OF ONE THOUSAND US DOLLARS ($1,000). THE FOREGOING PROVISIONS
LIMITING THE LIABILITY OF LICENSOR SHALL APPLY REGARDLESS OF THE FORM OR CAUSE
OF ACTION, WHETHER IN STRICT LIABILITY, CONTRACT OR TORT.

Proprietary Rights; No Other Rights

Ownership: Licensor retains sole and exclusive ownership of all rights, interests
and title in the Software and any scripts, processes, techniques, methodologies,
inventions, know-how, concepts, formatting, arrangements, visual attributes,
ideas, database rights, copyrights, patents, trade secrets, and other intellectual
property related thereto, and all derivatives, enhancements, modifications and
improvements thereof. Except for the limited license rights granted herein,
Licensee has no rights in or to the Software and/ or Licensor’s trademarks,
logo, or branding and You acknowledge that such Software, trademarks, logo,
or branding is the sole property of Licensor.
Feedback: Licensee is not required to provide any suggestions, enhancement requests,
recommendations or other feedback regarding the Software ("Feedback"). If, notwithstanding
this policy, Licensee submits Feedback, Licensee understands and acknowledges
that such Feedback is not submitted in confidence and Licensor assumes no obligation,
expressed or implied, by considering it. All right in any trademark or logo
of Licensor or its affiliates and You shall make no claim of right to the Software
or any part thereof to be supplied by Licensor hereunder and acknowledges that
as between Licensor and You, such Software is the sole proprietary, title and
interest in and to Licensor.such Feedback shall be assigned to, and shall become
the sole and exclusive property of, Licensor upon its creation.
Except for the rights expressly granted to You under this Agreement, You are
not granted any other licenses or rights in the Software or otherwise. This
Agreement constitutes the entire agreement between You and the Licensor with
respect to the subject matter hereof and supersedes all prior or contemporaneous
communications, representations, or agreements, whether oral or written.
Third-Party Software: Customer acknowledges that the Software may contain open
and closed source components (“OSS Components”) that are governed separately
by certain licenses, in each case as further provided by Company upon request.
Any applicable OSS Component license is solely between Licensee and the applicable
licensor of the OSS Component and Licensee shall comply with the applicable
OSS Component license.
If any provision of this Agreement is held to be invalid or unenforceable, such
provision shall be struck and the remaining provisions shall remain in full
force and effect.

Miscellaneous

Miscellaneous: This Agreement may be modified at any time by Licensor, and constitutes
the entire agreement between the parties with respect to the subject matter
hereof. Licensee may not assign or subcontract its rights or obligations under
this Agreement. This Agreement does not, and shall not be construed to create
any relationship, partnership, joint venture, employer-employee, agency, or
franchisor-franchisee relationship between the parties.
Governing Law & Jurisdiction: This Agreement shall be governed and construed
in accordance with the laws of Israel, without giving effect to their respective
conflicts of laws provisions, and the competent courts situated in Tel Aviv,
Israel, shall have sole and exclusive jurisdiction over the parties and any
conflict and/or dispute arising out of, or in connection to, this Agreement

[End of ScyllaDB Software License Agreement]