path: root/licenses/SCYLLADB-PROPRIETARY

ScyllaDB Proprietary  
Software License Agreement v. 1.0
The ScyllaDB database (the “Software”) is licensed to you under the following terms and conditions:
LICENSES
Subject to and conditioned upon compliance with the terms and conditions of this Agreement, including 
the limitations, conditions, restrictions and obligations set forth below:
Evaluation License. 
For the Software designated as provided under an Evaluation License, ScyllaDB Inc. 
(
“ScyllaDB”
) grants you a non-exclusive, non-transferable, non-sublicensable, revocable, limited right 
to install and use the Software for 90 days period commencing as of the Effective Date, subject to the 
parameters contained in the applicable purchase order, for the sole purpose of evaluating the Software  
and determining whether you wish to purchase an Enterprise License (the “
Evaluation License
”).
Development License.
 For the Software designated as provided under a Development License, ScyllaDB 
grants you a non-exclusive, non-transferable, non-sublicensable, revocable, limited right to install and use 
the Software, subject to the parameters contained in the applicable purchase order, for the sole purpose 
of developing and testing the Software in order to determine its the compatibility to your internal systems 
(the “
Development License
”). For the avoidance of doubt, in case you wish to use the Software for any 
purpose other than as permitted under this Development License, you must first contact ScyllaDB and 
purchase an Enterprise License.  
Enterprise License.
 For the Software designated as provided under an Enterprise License, ScyllaDB grants 
you a non-exclusive, non-transferable, non-sublicensable, revocable, limited right to install and use the 
Software, subject to the parameters contained in the applicable purchase order (the “
Enterprise License
”).
Use Restrictions. 
Under any of the licenses granted herein, you shall not: (a) transfer the Software or any 
portions of the Software to any other party except as expressly provided herein; (b) copy the Software or 
any portion thereof, except that you may make one copy of the Software for backup purposes, in object 
code form only, provided that the backup copy must include all copyright or other proprietary notices 
contained on the original; (c) reverse engineer, disassemble, or decompile the Software in any form or 
by any means; (d) modify or create derivative works of the Software; (e) incorporate the Software into 
the structure, machinery or controls of any aircraft, other aerial device, military vehicle, hovercraft, 
waterborne craft or any medical equipment; or (f) distribute, sell, sublicense or otherwise transfer or 
provide access to the Software to any third party, including, without limitation, provision of database 
management services through the Software.
PROPRIETARY RIGHTS 
ScyllaDB retains ownership of all rights, interests and title in the Software and in the copies thereof and 
Customer acknowledges that all rights, title and interest in and to the Software and any and all trademarks, 
trade names, copyrights, patents, patentable inventions, and any and all other intellectual property rights 
used or embodied in or in connection therewith, are and shall remain in the sole and exclusive ownership 
of ScyllaDB, subject only to the rights and licenses expressly granted by ScyllaDB hereunder. Customer 
shall make no claim of right to any Software to be supplied by ScyllaDB hereunder and acknowledges  
that as between ScyllaDB and Customer, such Software is proprietary to ScyllaDB.
TAXES
All prices for the Software and any services provided in connection therewith as stated in applicable order 
are exclusive of all federal, state and local excise, sales, use, value-added, occupational, levies, assessments, 
import duties and like taxes which may be imposed by any governmental entity in connection with any 
transaction contemplated by this Agreement and/or the purchase order (excluding any taxes assessed 
against ScyllaDB’s net income).  
CONFIDENTIALTIY
During the term of this Agreement and thereafter, the Parties (i) shall treat as confidential and proprietary 
all information which is identified as confidential or proprietary, or which can be reasonably deemed to 
be such, and which is disclosed by one Party to the other; (ii) shall not disclose such information to any 
third party, except for such party’s employees and consultants which have a specific need to know such 
information for the purpose of this Agreement and only if such employees or consultants executed a 
confidentiality agreement protecting such information by terms no less stringent than those contained 
in this Section. The foregoing shall not apply to any information that the Party receiving such information 
can prove by reasonable written and dated records: (a) is already in the Party’s possession, prior to the 
disclosure thereof, other than as a result of the breach of a legal or contractual obligation on the part of 
the receiving Party; (b) was lawfully received by such Party from a third party having rights to disclose, 
and under no confidentiality obligations known to such Party with respect to such information; (c) is 
or becomes a part of the public knowledge through no wrongful act of either Party; (d) is approved for 
release in writing by the Party to whom the confidential or proprietary information belongs; or (e) is or was 
developed independently by the receiving Party without reliance on, reference to or use of any information 
of the other Party, and without any breach of this Agreement, as evidenced by contemporaneous written 
documents. 
DISCLAIMER OF WARRANTIES
YOU AGREE THAT SCYLLADB HAS MADE NO EXPRESS WARRANTIES TO YOU REGARDING 
THE SOFTWARE AND THAT THE SOFTWARE IS BEING PROVIDED TO YOU “AS IS” WITHOUT 
WARRANTY OF ANY KIND. SCYLLADB DISCLAIMS ALL WARRANTIES WITH REGARD 
TO THE SOFTWARE; EXPRESS OR IMPLIED; INCLUDING; WITHOUT LIMITATION; ANY 
IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE; MERCHANTABILITY; 
MERCHANTABLE QUALITY OR NONINFRINGEMENT OF THIRD PARTY RIGHTS. 
LIMITATION OF LIABILITY
TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT WILL SCYLLADB 
BE LIABLE TO YOU FOR ANY LOSS OF USE; INTERRUPTION OF BUSINESS; OR ANY 
DIRECT; INDIRECT; SPECIAL; INCIDENTAL; OR CONSEQUENTIAL DAMAGES OF ANY 
KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER 
IN CONTRACT; TORT (INCLUDING NEGLIGENCE); STRICT PRODUCT LIABILITY OR 
OTHERWISE; EVEN IF SCYLLADB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH 
DAMAGES. 
In no event shall the total cumulative liability of ScyllaDB, for all claims arising out of or relating to this 
Agreement, exceed the total amounts paid and due by Customer to ScyllaDB during the period of the 
12 months preceding the date of the claim. The foregoing provision limiting the liability of ScyllaDB shall 
apply regardless of the form or cause of action, whether in contract or tort, or a breach of a fundamental 
term or condition. 
INTELLECTUAL PROPERTY INFRINGEMENT 
Indemnity Obligation and Conditions. 
In the event that a legal action is brought against Customer to  
the extent that it is based on a claim that the Software infringes a U.S. patent or copyright of a third party, 
ScyllaDB shall provide Customer with legal defense at its own expense and pay for costs and damages 
awarded against Customer in such action or agreed to under a settlement, provided that: (i) Customer 
promptly provides ScyllaDB with a written notice of such legal action; (ii) Customer grants ScyllaDB 
complete authority over the legal defense and settlement negotiations; (iii) Customer fully cooperates with 
ScyllaDB with respect to such legal action; and (iv) no settlement with respect to such legal action shall be 
made without ScyllaDB’s prior written approval. 
Notwithstanding the above, ScyllaDB shall have no liability to defend and pay for any action pertaining to 
an infringement of intellectual property rights to the extent that the action: (i) is based on a modification 
of the Software modified not by ScyllaDB; (ii) results from Customer’s failure to use an updated version 
of the Software; (iii) is based on a combination or use of the Software with any software, program or 
device, including without limitation software licensed under the terms of applicable open source licenses, 
not provided or approved by ScyllaDB; (iv) results from Customer’s use of the Software following the 
termination of the Agreement. 
THIS SECTION STATES SCYLLADB’S SOLE AND EXCLUSIVE LIABILITY, AND CUSTOMER’S 
SOLE AND EXCLUSIVE REMEDY, WITH RESPECT TO AN INFRINGEMENT OF INTELLECTUAL 
PROPERTY RIGHTS OF ANY KIND.
EXPORT CONTROL
As required by the laws of the United States and other countries, you represent and warrant that you:  
(a) understand that the Software may be subject to export controls under the U.S. Commerce 
Department’s Export Administration Regulations (“
EAR
”); (b) are not located in a prohibited destination 
country under the EAR or U.S. sanctions regulations; (c) will not export, re-export, or transfer the 
Software to any prohibited destination or persons or entities on the U.S. Bureau of Industry and Security 
Denied Parties List or Entity List, or the U.S. Office of Foreign Assets Control list of Specially Designated 
Nationals and Blocked Persons, or any similar lists maintained by other countries, without the necessary 
export license(s) or authorization(s); (d) will not use or transfer the Software for use in connection with 
any nuclear, chemical or biological weapons, missile technology, or military end-uses where prohibited by 
an applicable arms embargo, unless authorized by the relevant government agency by regulation or specific 
license; (e) understand and agree that if you are in the United States and export or transfers the Software to 
United States Headquarters
1900 Embarcadero Rd 
Palo Alto, CA 94303 U.S.A.
Phone: +1 (650) 332-9582 
Email: info@scylladb.com
Israel Headquarters
11 Galgalei Haplada
Herzelia, Israel
scylladb.com
eligible end users, you will, to the extent required by EAR Section 740.17(e), submit semi-annual reports 
to the Commerce Department’s Bureau of Industry and Security, which include the name and address 
(including country) of each transferee; and (f) understand that countries including the United States 
may restrict the import, use, or export of encryption products (which may include the Software and the 
components) and agree that you shall be solely responsible for compliance with any such import, use, 
or export restrictions.
TERMINATION OF THIS AGREEMENT
You may terminate this Agreement by destroying all copies of the Software. Your right to use the Software 
shall end immediately if you fail to comply with any of the terms set forth in this Agreement, in which 
case you shall destroy all copies of the Software. This Agreement shall immediately terminate upon the 
termination or expiration of the Support Services Agreement between Customer and ScyllaDB.
GENERAL PROVISIONS
Assignment.
 The Customer may not assign, transfer, or otherwise dispose of this Agreement or any of its 
rights, interest, or obligations hereunder without the prior written consent of ScyllaDB. ScyllaDB may 
transfer or assign this agreement to: (a) an affiliate of the Company; or (b) an acquirer of all or substantially 
all of the shares or assets of such party through change of control event. Any assignment of this Agreement 
in violation of this provision shall be null and void.
Notices. 
All notices and demands hereunder shall be in writing and shall be served by at least one of the 
following: (1) personal service; (2) registered or certified mail at the address of the receiving party set forth 
in this Agreement (or at such different address as may be designated by such Party by written notice to the 
other Party); (3) electronic mail with electronic confirmation and followed immediately by (1) and/or (2).
Governing Law and Jurisdiction.
 This Agreement shall be governed and construed in accordance with the 
laws of Israel, without giving effect to its conflicts of laws provisions, and the 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.
Integration.
 This Agreement sets forth the entire agreement between the parties on the subject hereof 
and supersedes any and all previously or currently existing oral or written agreements, understandings, 
memoranda, letters of intent, or representations on the subject matter hereof, as of the Effective Date. This 
Agreement may be amended only by a writing signed by the duly empowered representatives of the Parties.
Severance.
 If any one or more of the terms of this Agreement shall for any reason be held to be invalid 
or unenforceable, such term shall be construed in a manner to enable it to be enforced to the extent 
compatible with applicable law. Any determination of the invalidity or unenforceability of any provision 
of the Agreement shall not affect the remaining provisions hereof unless the business purpose of this 
Agreement is substantially frustrated thereby.
Headings.
 The titles and headings of the various sections and paragraphs in this Agreement are intended 
solely for reference and are not intended for any other purpose whatsoever or to explain, modify, or place 
any construction on any of the provisions of this Agreement.