timescale
TIMESCALE LICENSE AGREEMENT
Posted Date: September 24, 2020
PLEASE READ CAREFULLY THIS TIMESCALE LICENSE AGREEMENT ("TSL Agreement"), WHICH
CONSTITUTES A LEGALLY BINDING AGREEMENT AND GOVERNS USE OF THE TIMESCALE
TIME-SERIES DATABASE SOFTWARE AND RELATED SOFTWARE THAT IS PROVIDED SUBJECT TO
THIS TSL AGREEMENT. BY INSTALLING OR USING SUCH SOFTWARE, YOU AGREE THAT YOU
HAVE READ AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS TSL
AGREEMENT. IF YOU DO NOT AGREE WITH SUCH TERMS AND CONDITIONS, YOU MAY NOT
INSTALL OR USE SUCH SOFTWARE. IF YOU ARE INSTALLING OR USING SUCH SOFTWARE ON
BEHALF OF A LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY
TO AGREE TO THE TERMS AND CONDITIONS OF THIS TSL AGREEMENT ON BEHALF OF THAT
LEGAL ENTITY AND THE RIGHT TO BIND THAT LEGAL ENTITY TO THIS TSL AGREEMENT.
This TSL Agreement is entered into by and between Timescale, Inc. ("Timescale")
and you or the legal entity on whose behalf you are accepting this TSL
Agreement ("You").
0. BACKGROUND
The Timescale time-series database software and related software is offered
as "open code" or "source-available" code. This means that all source code
of the software is available for inspection and download at
https://github.com/timescale. The Timescale software is composed of two
major pieces.
The first piece (referred to herein as the Timescale Open Source Software,
as defined below) is open source software that is licensed under the Apache
Version 2.0 license.
The second piece (referred to herein as the TSL Licensed Software, as
defined below) is all of the Timescale Software other than the Timescale
Open Source Software. The TSL Licensed Software may be used under this TSL
Agreement without charge.
1. GOVERNING LICENSES
1.1 Source Code. The source code for all Timescale Software is made
publicly available by Timescale at https://github.com/timescale. However,
different license agreements govern the use of different parts of the
Timescale Software source code. The use of Timescale Open Source Software,
in both source and executable forms, is governed by the terms of the Apache
License Version 2.0, a copy of which is available at
https://opensource.org/licenses/Apache-2.0. The use of all other Timescale
Software, in both source and executable forms, is governed by this TSL
Agreement.
1.2 License Rights to Your Customers. As set forth in Section 2.1 below,
the use by Your customers of the Timescale Software as part of any Value
Added Products or Services that You distribute will be subject to the most
current version of this TSL Agreement.
2. GRANT OF LICENSES
2.1 Grant. Conditioned upon compliance with all of the terms and conditions
of this TSL Agreement, Timescale grants to You at no charge the following
limited, non-exclusive, non-transferable, fully paid up, worldwide licenses,
without the right to grant or authorize sublicenses (except as set forth in
Section 2.3):
(a) Internal Use. A license to copy, compile, install, and use the
Timescale Software and Derivative Works solely for Your own internal
business purposes in a manner that does not expose or give access to,
directly or indirectly (e.g., via a wrapper), the Timescale Data
Definition Interfaces or the Timescale Data Manipulation Interfaces to
any person or entity other than You or Your employees and Contractors
working on Your behalf.
(b) Value Added Products or Services. A license (i) to copy, compile,
install, and use the Timescale Software, Derivative Works, or parts
thereof to develop and maintain Your Value Added Products or Services,
(ii) to utilize (in the case of services) copies of the Timescale
Software, Derivative Works, or parts thereof solely as incorporated
into or utilized with Your Value Added Products or Services, and
(iii) to distribute (in the case of products that are distributed to
Your customers) copies of the Timescale Software binaries or of
Derivative Works solely in binary form, and both solely as incorporated
into or utilized with Your Value Added Products or Services; provided
that (1) You notify Your customers that use of such Timescale Software
or Derivative Works is subject to this TSL Agreement and You provide to
each such customer a copy of the most current version of this TSL
Agreement or a URL from which the most current version of this TSL
Agreement may be obtained, and (2) the customer is prohibited, either
contractually or technically, from defining, redefining, or modifying
the database schema or other structural aspects of database objects,
such as through use of the Timescale Data Definition Interfaces, in a
Timescale Database utilized by such Value Added Products or Services.
(c) Distribution of Source Code or Binaries in Standalone Form. Subject
to the prohibitions in Section 2.2 below, a license to copy and
distribute the Timescale Software source code and binaries solely in
unmodified standalone form and subject to the terms and conditions of
the most current version of this TSL Agreement.
(d) Derivative Works. A license (i) to prepare, compile, and test
Derivative Works of the TSL Licensed Software; (ii) to use Derivative
Works for Internal Use solely as expressly permitted in Section 2.1(a);
(iii) to utilize Derivative Works with Your Value Added Products or
Services solely as expressly permitted in Section 2.1(b); (iv) to
distribute Derivative Works in binary form with Your Value Added
Products or Services solely as expressly permitted in Section 2.1(b);
and (v) to distribute Derivative Works back to Timescale under
Timescale's Contributor Agreement for potential incorporation into
Timescale's maintained code base at its sole discretion.
2.2 Prohibitions. Notwithstanding any other provision in this TSL
Agreement, You are prohibited from (i) using any TSL Licensed Software to
provide time-sharing services or database-as-a-service services, or to
provide any form of software-as-a-service or service offering in which the
TSL Licensed Software is offered or made available to third parties to
provide time-series database functions or operations, other than as part of
Your Value Added Products or Services, or (ii) copying or distributing any
TSL Licensed Software for use in any of the foregoing ways. In addition,
You agree not to, except as expressly permitted in Section 2.1(d), prepare
Derivative Works of any TSL Licensed Software or, except as expressly
permitted herein, transfer, sell, rent, lease, sublicense, loan, or
otherwise transfer or make available any TSL Licensed Software, whether in
source code or binary executable form.
2.3 Affiliates and Contractors. You may permit Your Contractors and
Affiliates to exercise the licenses set forth in Section 2.1, provided that
such exercise by Contractors must be solely for your benefit and/or the
benefit of Your Affiliates, and You shall be responsible for all acts and
omissions of such Contractors and Affiliates in connection with such
exercise of the licenses, including but not limited to breach of any terms
of this TSL Agreement.
2.4 Reservation of Rights. Except as expressly set forth in Section 2.1, no
other license or rights to the Timescale Software are granted to You under
this TSL Agreement, whether by implication, estoppel, or otherwise.
3. DEFINITIONS
In addition to other terms defined elsewhere in this TSL Agreement, the
terms below have the following meanings:
3.1 "Affiliate" means, if You are a legal entity, any legal entity that
controls, is controlled by, or which is under common control with, You,
where "control" means ownership of at least fifty percent (50%) of the
outstanding voting shares of the legal entity, or the contractual right to
establish policy for, and manage the operations of, the legal entity.
3.2 "Contractor" means a person or entity engaged as a consultant or
contractor to perform work on Your behalf, but only to the extent such
person or entity is performing such work on Your behalf.
3.3 "Derivative Work" means any modification or enhancement made by You to
the TSL Licensed Software, whether in source code, binary executable,
intermediate, or other form.
3.4 "Timescale Database" means a time-series database that is created
and/or used by the Timescale Software.
3.5 "Timescale Data Definition Interfaces" means SQL commands and other
interfaces of the Timescale Software that can be used to define or modify
the database schema and other structural aspects of database objects in a
Timescale Database, including Data Definition Language (DDL) commands such
as CREATE, DROP, ALTER, TRUNCATE, COMMENT, and RENAME.
3.6 "Timescale Data Manipulation Interfaces" means SQL commands and
analytical function, procedural, and other types of application programming
interfaces or commands, that allow the use, manipulation, and control of
data present in a Timescale Database, including Data Manipulation Language
(DDL) commands such as SELECT, INSERT, UPDATE, and DELETE, Data Control
Language (DCL) commands such as GRANT and REVOKE, and Transaction Control
Language (TCL) commands such as COMMIT, ROLLBACK, SAVEPOINT, and SET
TRANSACTION.
3.7 "Timescale Open Source Software" means those portions of the Timescale
Software that Timescale makes publicly available for distribution from time
to time as open source software under the terms of the Apache License
Version 2.0 or, in some limited instances, under other open source licenses
(such as the PostgreSQL license) as identified in the applicable source
code files and/or accompanying notices.
3.8 "Timescale Software" means, collectively, all time-series database
software and related software made publicly available by Timescale for
distribution from time to time, in both source code and binary executable
form, which includes the Timescale Open Source Software and the TSL
Licensed Software.
3.9 "TSL Licensed Software" means those parts of the Timescale Software
other than the Timescale Open Source Software.
3.10 "Value Added Products or Services" means products or services developed
by or for You that utilize (for example, as a back-end function or part of a
software stack) all or parts of the Timescale Software to provide
time-series database storage and operations in support of larger value-added
products or services (for example, an IoT platform or vertical-specific
application) with respect to which all of the following are true:
(i) such value-added products or services are not primarily database
storage or operations products or services;
(ii) such value-added products or services add substantial value of a
different nature to the time-series database storage and operations
afforded by the Timescale Software and are the key functions upon which
such products or services are offered and marketed; and
(iii) users of such Value Added Products or Services are prohibited,
either contractually or technically, from defining, redefining, or
modifying the database schema or other structural aspects of database
objects, such as through use of the Timescale Data Definition Interfaces,
in a Timescale Database utilized by such Value Added Products or
Services.
4. TERMINATION
This TSL Agreement will automatically terminate, whether or not You receive
notice of such termination from Timescale, in the event You breach any of
its terms or conditions. In accordance with Section 6 below, Timescale
shall have no liability for any damage, loss, or expense of any kind,
whether consequential, indirect, or direct, suffered or incurred by You
arising from or incident to the termination of this TSL Agreement, whether
or not Timescale has been advised or is aware of any such potential damage,
loss, or expense.
5. DISCLAIMER OF WARRANTIES
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ALL TIMESCALE SOFTWARE
PROVIDED UNDER THIS TSL AGREEMENT, INCLUDING ALL PORTIONS OF THE TIMESCALE
SOFTWARE SUPPLIED ON A TRIAL BASIS, ARE PROVIDED "AS IS" WITHOUT WARRANTY OF
ANY KIND AND TIMESCALE DISCLAIMS ALL SUCH WARRANTIES, WHETHER EXPRESS,
STATUTORY, OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF
MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR
NON-INFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING FROM USAGE OF TRADE,
COURSE OF DEALING, OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE
FOREGOING, TIMESCALE MAKES NO WARRANTY OR REPRESENTATION AS TO THE
RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, PROFITABILITY, SUPPORT,
PERFORMANCE, LOSS OF USE OR LOSS OF DATA, AVAILABILITY, OR ACCURACY OF THE
TIMESCALE SOFTWARE. YOU ACKNOWLEDGE THAT CHANGES MADE BY TIMESCALE TO THE
TIMESCALE SOFTWARE MAY DISRUPT INTEROPERATION WITH YOUR VALUE ADDED PRODUCTS
OR SERVICES. TIMESCALE AND ITS LICENSORS DO NOT WARRANT THAT THE TIMESCALE
SOFTWARE, OR ANY PORTION THEREOF, IS ERROR FREE OR WILL OPERATE WITHOUT
INTERRUPTION, OR THAT ANY VALUE ADDED PRODUCT OR SERVICE INTEROPERATING WITH
THE TIMESCALE SOFTWARE WILL NOT EXPERIENCE LOSS OF USE OR LOSS OF DATA. YOU
ACKNOWLEDGE THAT IN ENTERING INTO THIS TSL AGREEMENT, YOU HAVE NOT RELIED ON
ANY PROMISE, WARRANTY, OR REPRESENTATION NOT EXPRESSLY SET FORTH IN THIS
AGREEMENT.
6. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL
TIMESCALE OR ITS LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY
DIRECT OR INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOSS OF PROFITS
OR REVENUE, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF COVER
OR SUBSTITUTE GOODS OR SERVICES, OR FOR ANY SPECIAL, INCIDENTAL,
CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, HOWEVER CAUSED,
RELATED TO, OR ARISING OUT OF THIS TSL AGREEMENT, ITS TERMINATION OR THE
PERFORMANCE OR FAILURE TO PERFORM THIS TSL AGREEMENT, OR THE USE OR
INABILITY TO USE THE TIMESCALE SOFTWARE, WHETHER ALLEGED AS A BREACH OF
CONTRACT, BREACH OF WARRANTY, TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, OR ANY
OTHER LEGAL THEORY, EVEN IF TIMESCALE HAS BEEN ADVISED OR IS AWARE OF THE
POSSIBILITY OF SUCH DAMAGES.
7. GENERAL
7.1 Complete Agreement. This TSL Agreement completely and exclusively
states the entire agreement of the parties regarding the subject matter
hereof and supersedes all prior proposals, agreements, or other
communications between the parties, oral or written, regarding such subject
matter.
7.2 Modification. This TSL Agreement may be modified by Timescale from time
to time, and any such modifications will be effective upon the "Posted Date"
set forth at the top of the modified agreement. The modified agreement shall
govern any new version of the TSL Licensed Software (and all its constituent
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 7.2, this TSL Agreement may not be amended except by a writing
executed by both parties.
7.3 Governing Law. This TSL Agreement shall be governed by and construed
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.
7.4 Unenforceability. If any provision of this TSL Agreement is held
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.
7.5 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.
7.6 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.
7.7 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.
7.8 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, and
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.
