COUCHBASE INC. LICENSE AGREEMENT

IMPORTANT-READ CAREFULLY:  BY CLICKING THE "I ACCEPT" BOX OR INSTALLING,
DOWNLOADING OR OTHERWISE USING THIS SOFTWARE AND ANY ASSOCIATED
DOCUMENTATION, YOU, ON BEHALF OF YOURSELF AND AS AN AUTHORIZED
REPRESENTATIVE ON BEHALF OF AN ENTITY ("CUSTOMER") AGREE TO ALL THE
TERMS OF THIS LICENSE AGREEMENT (THE "AGREEMENT") REGARDING CUSTOMER'S
USE OF THE SOFTWARE. YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL
AUTHORITY TO BIND THE CUSTOMER TO THIS AGREEMENT. IF YOU DO NOT AGREE
WITH ALL OF THESE TERMS, DO NOT SELECT THE "I ACCEPT" BOX AND DO NOT
INSTALL, DOWNLOAD OR OTHERWISE USE THE SOFTWARE. THE EFFECTIVE DATE OF
THIS AGREEMENT IS THE DATE ON WHICH YOU CLICK "I ACCEPT" OR OTHERWISE
INSTALL, DOWNLOAD OR USE THE SOFTWARE.

1. Definitions.
1.1 Capitalized terms used herein shall have the following definitions:
"Commercial Details" means the identified product(s), quantity (number
of Licensed Nodes and/or Licensed Devices), price, server size metric,
support level, subscription start and end date, and professional service
description.
"Cross-Data Center Replication" means an asynchronous data replication
system, involving replicating active data to multiple, geographically
diverse datacenters or data repositories.
"Deliverables" means reports and other deliverables Couchbase may design,
develop for, or deliver to Customer during the course of providing
Professional Services.
"Documentation" means the technical user guides or manuals provided by
Couchbase related to the Software.
"Fee" means the sum or fee specified on the applicable Order or SOW and
includes any other fees or charges payable under this Agreement.
"Licensed Device" means a unique device (such as a mobile device, laptop,
or IoT device) that stores data locally using the "Couchbase Lite"
product during a rolling thirty (30) day period.
"Licensed Node" means an instance of the Software running on a server,
including a physical server, server blade, virtual machine, software
container, or cloud server.
"Core" means the virtual representation of one or more hardware threads. A
hardware thread can be either a physical core or a hyper-threaded core.
"RAM" or Random Access Memory, means the main memory used to store data
for quick access by a computer's processor.
"Production Deployment" means all Licensed Nodes and Licensed Devices
within a particular cluster or clusters that are licensed to support a
live workload or application.
"Order" means a transaction document (such as a signed sales quote)
identifying the Professional Services, Software, the number of Licensed
Nodes and/or Licensed Devices, the applicable Fee and Subscription Term.
"Software" means the object code version of the applicable Couchbase
product as reflected in an Order.
"Subscription Term" means the period stated on an Order or SOW during
which Customer is licensed to use the Software and Documentation and
receive the Professional Services and Support.
"Support" means the technical support and Software maintenance services
(with the right to receive Software updates and upgrades made generally
available by Couchbase) as described in the then-current Couchbase
support policy (located at www.couchbase.com/support-policy).
"SOW" means a transaction document or Order identifying Professional
Services purchased.
"Professional Services" means consulting services and Deliverables as
identified in the applicable Order or SOW, provided by Couchbase to
Customer, using commercially reasonable efforts.

The term "including" means including but not limited to.

2. License Grants.
2.1 License Grant as to Free Licenses. A "Free License" is allowed for
non-production use of the Software, provided that no Support Services
are entitled to Customer.  During the Subscription Term, and subject to
Customer's compliance with the terms and conditions of this Agreement,
Couchbase grants to Customer an unpaid, non-exclusive, non-transferable,
non-sublicensable, non-fee bearing download license to install and use
the Software only for Customer's own internal testing and development
use. If, at any time, Customer uses the Software in production, or if
Customer requests Support Services, Customer acknowledges and agrees
that the license is automatically converted to an Enterprise License,
which must be paid for.

2.2 License Grant as to Enterprise Licenses. An "Enterprise License"
is required if Customer makes any "Productive Use" (which means
that either (a) the Software is used in production, or (b) Support
Services are requested by Customer). During the Subscription Term,
and subject to Customer's compliance with the terms and conditions
of this Agreement, Couchbase grants to Customer a non-exclusive,
non-transferable, non-sublicensable, fee bearing license to install
and use the Software and Documentation only for Customer's own internal
use and limited to the number of Licensed Nodes (and where applicable
the number of Licensed Devices) paid for by Customer and in accordance
with any additional license terms specified in the applicable Order,
and for no other purposes whatsoever.

3. Restrictions.
3.1 Customer shall not:
(a) copy or use the Software and Documentation in any manner except as
expressly permitted in this Agreement;
(b) use or deploy the Software in excess of the number of Licensed Nodes
and Licensed Devices for which Customer has paid the applicable Fee;
(c) use or deploy the Software in excess of the number of Cores and RAM
for each Licensed Node for which Customer has paid the applicable Fee;
(d) transfer, sell, rent, lease, lend, distribute, or sublicense the
Software and Documentation to any third party;
(e) use the Software for providing time-sharing services, service bureau
services or as part of an application services provider or as a service
offering primarily designed to offer the functionality of the Software;
(f) reverse engineer, disassemble, or decompile the Software (except to
the extent such restrictions are prohibited by law);
(g) alter, modify, enhance or prepare any derivative work from or of
the Software and Documentation;
(h) alter or remove any proprietary notices in the Software and
Documentation; or
(i) export the Software in violation of U.S. Department of Commerce
export administration rules or any other export laws or regulations.

3.2 If Customer does not comply with the license terms or the foregoing
restrictions, Couchbase may (without refund or credit) terminate
Customer's license to the Software and Documentation or, at its sole
discretion, suspend Customer's license to the Software and Documentation
until Customer comes into compliance with such terms and restrictions.

3.3 Customer acknowledges that a breach of its obligations to Couchbase
under this Agreement, other than the payment obligations, will result
in irreparable and continuing damage for which monetary damages may not
be sufficient, and agrees that Couchbase will be entitled to receive in
addition to its other rights and remedies hereunder or at law, injunctive
and/or other equitable relief. All remedies of Couchbase set forth in
this Agreement are cumulative and in addition to, and not in lieu of
any other remedy of Couchbase as law or in equity.

4. Services.
4.1 This Section applies only to Enterprise Licenses, but not to Free
Licenses. The parties may agree to have Couchbase provide additional
Professional Services, which shall be set forth on the applicable Order or
SOW signed by both parties. Such Professional Services shall be governed
by the terms and conditions of this Agreement.

5. Proprietary Rights.
5.1 The Software (and any modifications or derivatives thereto) and
all Documentation and Professional Services, are and shall remain the
sole property of Couchbase and its licensors. Except for the license
rights granted under this Agreement, Couchbase and its licensors retain
all right, title and interest in and to the Software, Documentation
and Professional Services, including all intellectual property rights
therein and thereto.

5.2 The Software may include third party open source software components
and such third-party components shall be licensed to Customer under the
terms of the applicable open source license conditions and/or copyright
notices that can be found in the licenses file, Documentation or materials
accompanying the Software.

5.3 If Customer is the United States Government or any contractor thereof,
all licenses granted hereunder are subject to the following:
(a) for acquisition by or on behalf of civil agencies, as necessary
to obtain protection as "commercial computer software" and related
documentation in accordance with the terms of this Agreement and as
specified in Subpart 12.1212 of the Federal Acquisition Regulation (FAR),
48 C.F.R.12.1212, and its successors; and
(b) for acquisition by or on behalf of the Department of Defense (DOD)
and any agencies or units thereof, as necessary to obtain protection as
"commercial computer software" and related documentation in accordance
with the terms of this Agreement and as specified in Subparts 227.7202-1
and 227.7202-3 of the DOD FAR Supplement, 48 C.F.R.227.7202-1 and
227.7202-3, and its successors, manufacturer is Couchbase, Inc.

6. Support.
6.1 This Section applies only to Enterprise Licenses, but not to Free
Licenses. Couchbase will provide Customer with the level of Support
indicated on the applicable Order and paid for by Customer. For all
Licensed Nodes and Licensed Devices within a specific Production
Deployment, all such nodes and instances must be at the same level of
Support, including any that are used for disaster recovery or backup
that are associated with the specific Production Deployment. For the
avoidance of doubt, each specific Production Deployment can have its own
level of Support. Similarly, all Licensed Nodes and Licensed Devices in a
development or test environment must be at the same level of Support but
such Licensed Nodes and Licensed Devices may be at a different support
level than the Production Deployment(s).

6.2 When using the Cross-Data Center Replication feature, Customer must
have all Licensed Nodes and Licensed Devices at the same level of Support
for all instances on all sides of the replication connection, including if
one side of the connection is only used for disaster recovery or backup.

7. Fees.
7.1 This Section applies only to Enterprise Licenses, but not to
Free Licenses. Customer will pay Couchbase the Fee(s) in advance,
unless otherwise indicated in the applicable Order. All payments are
non-cancelable, not subject to the Limitation of Liability in Section 12
below, and shall be made in the currency stated on the applicable Order
and are due within thirty (30) days of the date of the invoice, unless
otherwise stated on the invoice. Late payments will bear interest at the
lesser of one and one-half percent (1  1/2 %) per month or the maximum
rate allowed by applicable law. Customer will reimburse Couchbase for all
reasonable costs and expenses incurred (including reasonable attorneys'
fees) in collecting any overdue amounts.

7.2 All Fees payable under this Agreement are:
(a) net amounts and are payable in full, without deduction for taxes or
duties of any kind;
(b) exclusive of, and Customer is responsible for, all duties and taxes
(including Value Added Tax which shall be paid by Customer, if applicable,
at the rate and in the manner for the time being prescribed by law),
except for taxes based on Couchbase's net income; and
(c) non-refundable except to the extent expressly provided for in this
Agreement.

7.3 If Customer sends Couchbase a purchase order ("PO"), the PO will be
deemed a binding contract offer which Couchbase may accept by signing
the PO or sending a written order acknowledgment of acceptance of the PO
(thereby forming a mutually agreed Order governed by this Agreement);
in such case the only terms listed on the accepted PO which will form
the Order are the Commercial Details; and all other terms (whether
additional or conflicting with this Agreement) on the PO will be void and
without effect, even if Couchbase signs the PO.  All accepted POs will
automatically be governed by this Agreement (even if the PO does not
reference this Agreement). It is expressly agreed that Section 7 shall
apply in respect of any PO sent by Customer and accepted by Couchbase. It
is expressly agreed that this Section 7.3 shall apply in respect of any
PO sent by Customer to Couchbase.

8. Records Retention and Audit.
8.1 Customer shall maintain complete and accurate records to permit
Couchbase to verify Customer's compliance with this Agreement (including
the number of Licensed Nodes and Licensed Devices used by Customer),
and provide Couchbase with such records within ten (10) days of request.

8.2 Upon at least thirty (30) days prior written notice, Couchbase may
audit Customer's use of the Software to solely assess whether Customer
is in compliance with the terms of this Agreement. Any such audit will be
conducted during regular business hours at Customer's facilities and will
not unreasonably interfere with Customer's business activities. Customer
will provide Couchbase with access to the relevant Customer records
and facilities. If an audit reveals that Customer has underpaid fees
to Couchbase, then Couchbase will invoice Customer, and Customer will
promptly pay Couchbase for such underpaid fees based on Couchbase's price
list in effect at the time the audit is completed. If the underpaid fees
exceed five percent (5%) of the Fee paid by Customer for the Software,
then Customer will also pay Couchbase's reasonable costs of conducting
the audit.

9. Confidentiality.
9.1 Customer and Couchbase will maintain the confidentiality of
Confidential Information. "Confidential Information" means any proprietary
information received by the other party during, or prior to entering into,
this Agreement that a party should know is confidential or proprietary
based on the circumstances surrounding the disclosure, including the
Software and any non-public technical and business information (including
pricing).  Confidential Information does not include information that
(a) is or becomes generally known to the public through no fault of or
breach of this Agreement by the receiving party; (b) is rightfully known
by the receiving party at the time of disclosure without an obligation of
confidentiality to the disclosing party; (c) is independently developed
by the receiving party without use of the disclosing party's Confidential
Information; or (d) the receiving party rightfully obtains from a third
party without restriction on use or disclosure.

9.2 The receiving party of any Confidential Information of the other
party agrees not to use such Confidential Information for any purpose
except as necessary to fulfill its obligations and exercise its rights
under this Agreement. The receiving party shall protect the secrecy of
and prevent disclosure and unauthorized use of the disclosing party's
Confidential Information using the same degree of care that it takes to
protect its own confidential information and in no event shall use less
than reasonable care.

9.3 Upon termination of this Agreement, the receiving party will, at
the disclosing party's option, promptly return or destroy (and provide
written certification of such destruction) the disclosing party's
Confidential Information. A party may disclose the other party's
Confidential Information to the extent required by law or regulation.

10. DISCLAIMER OF WARRANTY.
10.1 THE SOFTWARE, DOCUMENTATION AND ANY PROFESSIONAL SERVICES PROVIDED
HEREUNDER ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND AND
NEITHER COUCHBASE, ANY OF ITS AFFILAITES OR LICENSORS (COLLECTIVELY,
THE "COUCHBASE PARTIES") REPRESENT OR WARRANT THAT THE SOFTWARE,
DOCUMENTATION OR PROFESSIONAL SERVICES PROVIDED HEREUNDER WILL
MEET CUSTOMER'S REQUIREMENTS, THAT THE SOFTWARE WILL OPERATE IN THE
COMBINATIONS CUSTOMER MAY SELECT FOR USE, THAT THE OPERATION OF THE
SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ALL SOFTWARE ERRORS
WILL BE CORRECTED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
THE COUCHBASE PARTIES HEREBY DISCLAIM ALL WARRANTIES, EITHER EXPRESSED
OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT,
TITLE, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE OR
TRADE. THE COUCHBASE PARTIES DO NOT WARRANT THAT THE SOFTWARE IS DESIGNED,
MANUFACTURED, OR INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING
FAIL-SAFE PERFORMANCE WHERE THE FAILURE OF THE PRODUCT COULD LEAD TO
DEATH, PERSONAL INJURY, OR SIGNIFICANT PHYSICAL OR ENVIRONMENTAL DAMAGE.

11. Indemnification of Third-Party Claims.
11.1 Couchbase Indemnification. Subject to the terms of this Section 11.1,
Couchbase will indemnify and defend Customer from and against any damages
finally awarded against Customer in connection with any third party
claims that the non-open source software components of the Software,
Documentation or Professional Services infringe any valid, enforceable
United States patent, United States copyright, or United States trademark;
provided that: (a) Customer promptly notifies Couchbase of the claim;
(b) Customer gives Couchbase all necessary information regarding the
claim and reasonably cooperates with Couchbase; (c) Customer allows
Couchbase exclusive control of the defense and all related settlement
negotiations; (d) Customer does not admit fault or liability with respect
to this Agreement, any Order, Customers actions or those of Couchbase;
and (e) Customer agrees any damage award does not include any Fees owed
to Couchbase.

11.2 Injunction. Without limiting the forgoing, and notwithstanding
anything to the contrary in this Agreement, if use of the Software,
Documentation or Professional Services are enjoined, or Couchbase
determines that such use may be enjoined, Couchbase will, at its sole
option and expense, (i) procure for Customer the right to continue using
the affected Software, Documentation or Professional Services; (ii)
replace or modify the affected Software, Documentation or Professional
Services that infringe so that they do not infringe; or (iii) if either
option (i) or (ii) is not commercially feasible in Couchbase's reasonable
opinion, as applicable, terminate the licenses and affected Professional
Services and in the case of such termination refund Customer a pro-rata
amount of the Fees for the affected Professional Services.

11.3 Customer Indemnification. Customer will indemnify and defend
Couchbase from and against any damages awarded against Couchbase in
connection with any third party claim that Customer's use, operation
or combination of the Software, including Customer's data or content,
infringe any United States patent, United States copyright or United
States trademark or violates this Agreement; provided that: (a) Couchbase
promptly notifies Customer of the claim; (b) Couchbase gives Customer
all necessary information regarding the claim and reasonably cooperates
with Customer; (c) Couchbase allows Customer exclusive control of the
defense and all related settlement negotiations; (d) Couchbase does not
admit fault or liability with respect to this Agreement, any Order,
Couchbase actions or those of Customer; and (e) Couchbase agrees any
damage award does not include any Fees paid to Couchbase.

11.4 Exclusions. Couchbase will have no liability for any infringement
claim (a) as to Software and Documentation, (i) based on modifications
to the Software and Documentation made by a party other than Couchbase,
to the extent a claim would not have occurred but for such modifications,
(ii) based on the use of other than the then-current version of the
Software provided that Couchbase has given reasonable written notice to
Customer to migrate to the then-current version of the Software, unless
the infringing portion is also in the then-current, unaltered release,
(iii) based on the use, operation or combination of the Software with
non-Couchbase programs, data, or equipment to the extent such infringement
would have been avoided but for such use, operation or combination,
(iv) attributable to any third party open source software components
(v) to the extent based on Customer's use of the Software other than
in accordance with this Agreement or the applicable Documentation, (vi)
based on Customer's continued allegedly infringing activity after being
notified thereof or after being provided a replacement or modifications
by Couchbase that would have avoided the alleged infringement; or (b) as
to Professional Services, (i) based on modifications to the Professional
Services made by a party other than Couchbase, to the extent a claim would
not have occurred but for such modifications, (ii) based on Customer's
use of the Professional Services in violation of this Agreement, and
such use causes such infringement, (iii) based on infringement resulting
from the combination of the Professional Services, with any hardware,
data or software not provided by Couchbase, (iv) based on Couchbase's
compliance with any materials, designs, specifications or instructions
provided by Customer, or (v) based on Customer's continued allegedly
infringing activity after being notified thereof or after being provided
a replacement or modifications by Couchbase that would have avoided the
alleged infringement. The Couchbase indemnification obligations will
not apply to any claim to the extent it arises from any matter for which
Customer is obligated to indemnify Couchbase pursuant to Section 11.3.

11.5 Sole Remedy. THE TERMS OF THIS SECTION 11 CONSTITUTE THE ENTIRE
LIABILITY OF COUCHBASE, AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY WITH
RESPECT TO ANY THIRD-PARTY CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION
OF INTELLECTUAL PROPERTY RIGHTS OF ANY KIND.

11.6 Applicability. Section 11, excluding 11.3 above, applies only to
Enterprise Licenses, but not to Free Licenses.

12. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, IN NO EVENT WILL THE COUCHBASE PARTIES BE LIABLE TO CUSTOMER OR TO
ANY THIRD PARTY FOR: (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL
OR EXEMPLARY DAMAGES; OR (B) THE COST OF PROCURING SUBSTITUTE PRODUCTS
OR PROFESSIONAL SERVICES ARISING OUT OF OR IN ANY WAY RELATING TO THIS
AGREEMENT, OR THE USE OF OR INABILITY TO USE THE SOFTWARE, DOCUMENTATION
OR THE PROFESSIONAL SERVICES; OR (C) DAMAGES OR OTHER LOSSES FOR LOSS OF
USE, LOSS OF BUSINESS, LOSS OF GOODWILL, WORK STOPPAGE, LOST PROFITS,
LOSS OF DATA, COMPUTER FAILURE OR ANY AND ALL OTHER COMMERCIAL DAMAGES
OR LOSSES EVEN IF ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF
THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH
THE CLAIM IS BASED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
IN NO EVENT WILL THE COUCHBASE PARTIES AGGREGATE LIABILITY TO CUSTOMER,
FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, EXCEED THE
TOTAL AMOUNT OF FEES PAID OR DUE AND OWING UNDER THE APPLICABLE ORDER(S)
BY CUSTOMER TO COUCHBASE THAT ARE ATTRIBUTABLE TO THE ORDER GIVING RISE
TO LIABILITY IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE
ACT OR OMISSION FIRST GIVING RISE TO THE LIABILITY. The parties expressly
acknowledge and agree that Couchbase has set its prices and entered into
this Agreement in reliance upon the limitations of liability specified
herein, which allocate the risk between Couchbase and Customer and form
a basis of the bargain between the parties.

13. Term and Termination.
13.1 This Agreement shall begin on the Effective Date and shall apply to
all Orders that reference this Agreement and shall remain in effect until
terminated by the party sending written notice to the other party. As
to the Software, the "Subscription Term" for Enterprise Licenses shall
begin on the earlier of (a) the Order effective date, or (b) the first
date of Productive Use.  The Subscription Term will continue for a period
of time as paid for in an Order. As to Free Licenses, the Subscription
Term begins on the date of download, and lasts until terminated.

13.2 Subject to Couchbase's rights under Section 3 above, either party
may terminate an Order or terminate this Agreement if the other party
materially breaches its obligations hereunder and, where such breach
is curable, such breach remains uncured for thirty (30) days following
written notice of the breach. Customer's obligation to make a payment of
any outstanding, unpaid fees shall survive termination of an Order or this
Agreement. Upon termination or expiration of any Order or this Agreement,
Customer will promptly return, destroy (and provide written certification
of such destruction) the, Documentation and Deliverables and all copies
and portions thereof, in all forms and types of media, and uninstall
the Software as described in the then-current Couchbase uninstallation
instructions (located https://docs.couchbase.com/manual/uninstall/). The
following sections will survive termination or expiration of any Order
and/or this Agreement: Sections 3-5, 7-14.

14. General.
14.1 Neither party shall be liable for any delay or failure in performance
(except for any payment obligations by Customer) due to causes beyond
its reasonable control.

14.2 Customer agrees Couchbase may make any news release,
public announcement, advertise or publish the fact of this
Agreement. Notwithstanding the above, Couchbase may use Customer's name
and logo with this written consent, consistent with Customer's trademark
policies, on customer lists, so long as such use in no way promotes
either endorsement or approval of Couchbase or any Couchbase products
or services.

14.3 Customer may not assign this Agreement, in whole or in part,
by operation of law or otherwise, without Couchbase's prior written
consent. Any attempt to assign this Agreement without such consent will be
null and of no effect. Subject to the foregoing, this Agreement will bind
and inure to the benefit of each party's successors and permitted assigns.

14.4 If for any reason a court of competent jurisdiction finds any
provision of this Agreement invalid or unenforceable, that provision of
this Agreement will be enforced to the maximum extent permissible and
the other provisions of this Agreement will remain in full force and
effect. The failure by either party to enforce any provision of this
Agreement will not constitute a waiver of future enforcement of that
or any other provision. All waivers must be in writing and signed by
both parties.

14.5 All notices permitted or required under this Agreement shall be
in writing and shall be delivered in person, by confirmed facsimile,
overnight courier service or mailed by first class, registered or
certified mail, postage prepaid, to the address of the party specified
upon download or such other address as either party may specify in
writing. Such notice shall be deemed to have been given upon receipt.

14.6 This Agreement shall be governed by the laws of the State of
California, U.S.A., excluding its conflicts of law rules. The parties
expressly agree that the UN Convention for the International Sale of
Goods will not apply. Any legal action or proceeding arising under
this Agreement will be brought exclusively in the federal or state
courts located in Santa Clara County, California and the parties hereby
irrevocably consent to the personal jurisdiction and venue therein. Any
amendment or modification to this Agreement must be in writing signed
by both parties.

14.7 This Agreement constitutes the entire agreement and supersedes all
prior or contemporaneous oral or written agreements regarding the subject
matter hereof, including any agreement on confidentiality previously
executed by the parties.  Furthermore, no additional or conflicting
terms set forth on any other document shall have any force or effect
and are hereby rejected unless expressly agreed upon by the parties'
duly authorized representatives in writing. Each of the parties has
caused this Agreement to be executed, accepted and agreed to by its duly
authorized representatives as of the Effective Date. To the extent that
any terms and conditions set forth in an Order conflict with the terms
of this Agreement, the applicable terms of the Order shall prevail.

14.8 Except as expressly set forth in this Agreement, the exercise by
either party of any of its remedies under this Agreement will be without
prejudice to its other remedies under this Agreement or otherwise.

14.9 The parties to this Agreement are independent contractors and
this Agreement will not establish any relationship of partnership,
joint venture, employment, franchise, or agency between the parties.

14.10 Neither party will have the power to bind the other or incur
obligations on the other's behalf without the other's prior written
consent.

14.11 Customer has not relied on the availability of any future version
of the Software or any future product in making its decision to enter
into this Agreement.

14.12 This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together
shall constitute one instrument. Signatures transmitted electronically
or by facsimile shall be deemed original signatures.

14.13 This Agreement is applicable both to use of the Software without
a signed Order, but also to use of the Software pursuant to any Order
signed by You or Customer.

-----------------------------------------

IMPORTANT CLARIFICATION:  If you use any of the Developer Preview
features, the License Agreement above does not apply.  Instead, the
"Developer Preview Trial License Agreement - Free Edition" solely governs
your use of the Developer Preview features and code.
 Developer Preview Trial License Agreement - Free Edition
IMPORTANT-READ CAREFULLY:  BY INSTALLING, DOWNLOADING OR OTHERWISE
USING THIS SOFTWARE AND ANY ASSOCIATED DOCUMENTATION, YOU, ON BEHALF
OF YOURSELF OR AS AN AUTHORIZED REPRESENTATIVE ON BEHALF OF AN ENTITY
("LICENSEE") AGREE TO ALL THE TERMS OF THIS DEVELOPER PREVIEW TRIAL
LICENSE AGREEMENT - FREE EDITION (THE "AGREEMENT") REGARDING YOUR USE
OF THE SOFTWARE. YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL
AUTHORITY TO BIND THE LICENSEE TO THIS AGREEMENT. IF YOU DO NOT AGREE
WITH ALL OF THESE TERMS, DO NOT INSTALL, DOWNLOAD OR OTHERWISE USE THE
SOFTWARE. THE "EFFECTIVE DATE" OF THIS AGREEMENT IS THE DATE ON WHICH
YOU FIRST INSTALL, DOWNLOAD OR USE THE SOFTWARE.

1. License Grant. Subject to Licensee's compliance with the terms and
conditions of this Agreement, Couchbase Inc. hereby grants to Licensee a,
non-exclusive, non-transferable, non-sublicensable, royalty-free, limited
license to install and use the Software only for Licensee's own internal
non-production use for the purpose of evaluation and/or development.

2. Restrictions. Licensee will not: (a) copy or use the Software
in any manner except as expressly permitted in this Agreement;
(b) [intentionally omitted]; (c) transfer, sell, rent, lease, lend,
distribute, or sublicense the Software to any third party; (d) use the
Software for providing time-sharing services, service bureau services
or as part of an application services provider or as a service offering
primarily designed to offer the functionality of the Software; (e)
reverse engineer, disassemble, or decompile the Software (except to
the extent such restrictions are prohibited by law); (f) alter, modify,
enhance or prepare any derivative work from or of the Software; (g) alter
or remove any proprietary notices in the Software; (h) make available
to any third party the functionality of the Software or any license keys
used in connection with the Software; (i) publicly display or communicate
the results of internal performance testing or other benchmarking or
performance evaluation of the Software; or (j) export the Software in
violation of U.S. Department of Commerce export administration rules
or any other export laws or regulations. If Licensee does not comply
with the license terms or the foregoing restrictions, Couchbase Inc. may
terminate or suspend Licensee's account and access to the Software until
Licensee comes into compliance with such terms and restrictions.

3. Proprietary Rights. The Software, and any modifications or derivatives
thereto, is and shall remain the sole property of Couchbase Inc. and
its licensors, and, except for the license rights granted herein,
Couchbase Inc. and its licensors retain all right, title and interest in
and to the Software, including all intellectual property rights therein
and thereto. The Software may include third party open source software
components. If Licensee is the United States Government or any contractor
thereof, all licenses granted hereunder are subject to the following: (a)
for acquisition by or on behalf of civil agencies, as necessary to obtain
protection as "commercial computer software" and related documentation in
accordance with the terms of this Agreement and as specified in Subpart
12.1212 of the Federal Acquisition Regulation (FAR), 48 C.F.R.12.1212, and
its successors; and (b) for acquisition by or on behalf of the Department
of Defense (DOD) and any agencies or units thereof, as necessary to obtain
protection as "commercial computer software" and related documentation in
accordance with the terms of this Agreement and as specified in Subparts
227.7202-1 and 227.7202-3 of the DOD FAR Supplement, 48 C.F.R.227.7202-1
and 227.7202-3, and its successors. Manufacturer is Couchbase, Inc.

4. Support. Couchbase Inc. will not provide any technical or other
product support for the Software.

5. Confidentiality. Licensee and Couchbase Inc. will maintain the
confidentiality of Confidential Information. The receiving party of
any Confidential Information of the other party agrees not to use
such Confidential Information for any purpose except as necessary to
fulfill its obligations and exercise its rights under this Agreement. The
receiving party shall protect the secrecy of and prevent disclosure and
unauthorized use of the disclosing party's Confidential Information using
the same degree of care that it takes to protect its own confidential
information and in no event shall use less than reasonable care. The
terms of this Confidentiality section shall survive termination of this
Agreement. Upon termination or expiration of this Agreement, the receiving
party will, at the disclosing party's option, promptly return or destroy
(and provide written certification of such destruction) the disclosing
party's Confidential Information.

6. Disclaimer of Warranty. THE SOFTWARE AND ANY SERVICES PROVIDED
HEREUNDER ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. COUCHBASE
INC. DOES NOT WARRANT THAT THE SOFTWARE OR THE SERVICES PROVIDED HEREUNDER
WILL MEET LICENSEE'S REQUIREMENTS, THAT THE SOFTWARE WILL OPERATE IN
THE COMBINATIONS LICENSEE MAY SELECT FOR USE, THAT THE OPERATION OF THE
SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT ALL SOFTWARE ERRORS
WILL BE CORRECTED. COUCHBASE INC. HEREBY DISCLAIMS ALL WARRANTIES, EITHER
EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT,
TITLE, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE
OR TRADE. COUCHBASE DOES NOT WARRANT THAT THE SOFTWARE IS DESIGNED,
MANUFACTURED, OR INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING
FAIL-SAFE PERFORMANCE WHERE THE FAILURE OF THE PRODUCT COULD LEAD TO
DEATH, PERSONAL INJURY, OR SIGNIFICANT PHYSICAL OR ENVIRONMENTAL DAMAGE.

7. Agreement Term and Termination. The term of this Agreement shall begin
on the Effective Date and will continue for the period of time noted
in Section 1 above, at which time both the Agreement and the license
stated herein shall expire. Couchbase Inc. may terminate this Agreement
written notice. Upon termination of this Agreement, Licensee will, at
Couchbase Inc.'s option, promptly return or destroy (and provide written
certification of such destruction) the Documentation and all copies
and portions thereof, in all forms and types of media and uninstall
the Software as described in the then-current Couchbase uninstallation
instructions (located https://docs.couchbase.com/manual/uninstall/). The
following sections will survive termination or expiration of this
Agreement: Sections 2, 3, 5, 6, 7, 8, 9, and 10.

8. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, IN NO EVENT WILL COUCHBASE INC. OR ITS LICENSORS BE
LIABLE TO LICENSEE OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR FOR THE COST OF
PROCURING SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF OR IN ANY
WAY RELATING TO OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF OR
INABILITY TO USE THE SOFTWARE OR DOCUMENTATION OR THE SERVICES PROVIDED
BY COUCHBASE INC. HEREUNDER INCLUDING, WITHOUT LIMITATION, DAMAGES OR
OTHER LOSSES FOR LOSS OF USE, LOSS OF BUSINESS, LOSS OF GOODWILL, WORK
STOPPAGE, LOST PROFITS, LOSS OF DATA, COMPUTER FAILURE OR ANY AND ALL
OTHER COMMERCIAL DAMAGES OR LOSSES EVEN IF ADVISED OF THE POSSIBILITY
THEREOF AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT
OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN NO EVENT WILL COUCHBASE
INC.'S OR ITS LICENSORS' AGGREGATE LIABILITY TO LICENSEE, FROM ALL CAUSES
OF ACTION AND UNDER ALL THEORIES OF LIABILITY, EXCEED ONE HUNDRED DOLLARS
(US $100). The parties expressly acknowledge and agree that Couchbase
Inc. has set its prices and entered into this Agreement in reliance
upon the limitations of liability specified herein, which allocate the
risk between Couchbase Inc. and Licensee and form a basis of the bargain
between the parties.

9. General. Couchbase Inc. shall not be liable for any delay or failure
in performance due to causes beyond its reasonable control. Neither party
will, without the other party's prior written consent, make any news
release, public announcement, denial or confirmation of this Agreement,
its value, or its terms and conditions, or in any manner advertise or
publish the fact of this Agreement. Notwithstanding the above, Couchbase
Inc. may use Licensee's name and logo, consistent with Licensee's
trademark policies, on customer lists so long as such use in no way
promotes either endorsement or approval of Couchbase Inc. or any Couchbase
Inc. products or services. Licensee may not assign this Agreement, in
whole or in part, by operation of law or otherwise, without Couchbase
Inc.'s prior written consent. Any attempt to assign this Agreement,
without such consent, will be null and of no effect. Subject to the
foregoing, this Agreement will bind and inure to the benefit of each
party's successors and permitted assigns. If for any reason a court of
competent jurisdiction finds any provision of this Agreement invalid or
unenforceable, that provision of the Agreement will be enforced to the
maximum extent permissible and the other provisions of this Agreement
will remain in full force and effect. The failure by either party to
enforce any provision of this Agreement will not constitute a waiver of
future enforcement of that or any other provision. All waivers must be
in writing and signed by both parties. All notices permitted or required
under this Agreement shall be in writing and shall be delivered in person,
by confirmed facsimile, overnight courier service or mailed by first
class, registered or certified mail, postage prepaid, to the address
of the party specified above or such other address as either party may
specify in writing. Such notice shall be deemed to have been given upon
receipt. This Agreement shall be governed by the laws of the State of
California, U.S.A., excluding its conflicts of law rules. The parties
expressly agree that the UN Convention for the International Sale of Goods
(CISG) will not apply. Any legal action or proceeding arising under this
Agreement will be brought exclusively in the federal or state courts
located in the Northern District of California and the parties hereby
irrevocably consent to the personal jurisdiction and venue therein. Any
amendment or modification to the Agreement must be in writing signed
by both parties. This Agreement constitutes the entire agreement and
supersedes all prior or contemporaneous oral or written agreements
regarding the subject matter hereof. No additional or conflicting
terms set forth on any purchase order, order acknowledgement or other
document shall have any force or effect and are hereby rejected unless
expressly agreed upon by the parties' duly authorized representatives
in writing. Each of the parties has caused this Agreement to be executed
by its duly authorized representatives as of the Effective Date. Except
as expressly set forth in this Agreement, the exercise by either party
of any of its remedies under this Agreement will be without prejudice
to its other remedies under this Agreement or otherwise. The parties to
this Agreement are independent contractors and this Agreement will not
establish any relationship of partnership, joint venture, employment,
franchise, or agency between the parties. Neither party will have the
power to bind the other or incur obligations on the other's behalf
without the other's prior written consent.

10. Definitions. Capitalized terms used herein shall have the following
definitions: "Confidential Information" means any proprietary information
received by the other party during, or prior to entering into, this
Agreement that a party should know is confidential or proprietary based
on the circumstances surrounding the disclosure including, without
limitation, the Software and any non-public technical and business
information. Confidential Information does not include information that
(a) is or becomes generally known to the public through no fault of or
breach of this Agreement by the receiving party; (b) is rightfully known
by the receiving party at the time of disclosure without an obligation
of confidentiality; (c) is independently developed by the receiving
party without use of the disclosing party's Confidential Information;
or (d) the receiving party rightfully obtains from a third party
without restriction on use or disclosure. "Documentation" means any
technical user guides or manuals provided by Couchbase Inc. related
to the Software. "Couchbase" means Couchbase, Inc. "Couchbase Website"
means www.Couchbase.com. "Software" means the object code version of the
applicable elastic data management server software provided by Couchbase
Inc. and downloaded by Licensee from the Couchbase Website or otherwise
used by Licensee.
If you have any questions regarding this Agreement, please contact us
at sops@couchbase.com.

LA v7: 12Nov2019