Copyright (c) 2017 Couchbase, Inc.

Use of this software is subject to the Couchbase Inc. Enterprise Subscription
License Agreement which may be found at https://www.couchbase.com/ESLA-11132015.


This Enterprise Subscription License Agreement (“Agreement”) is made and entered
into by and between Couchbase and Licensee, and sets forth the terms under which
Licensee may use certain Couchbase software and/or receive certain consulting
services under Orders governed by this Agreement.

Note that this Agreement cannot be changed without a mutually signed amendment.
Couchbase will not in any way change the terms posted at the URL above.  Any
Orders placed under this version of the Agreement may only be modified by a
mutually signed amendment.

1. License Grant. During the Subscription Term, and subject to Licensee’s
compliance with the terms and conditions of this Agreement, Couchbase grants to
Licensee a non-exclusive, non-transferable, non-sublicensable, fee bearing
license (a) to install and use the Software only for Licensee’s own internal use
and limited to the number of Licensed Nodes paid for by Licensee, and (b) if
Couchbase Mobile is licensed, Licensee is additionally licensed to incorporate
portions of the Device Software into mobile device applications that Licensee
may distribute internally and to third parties, up to the number of Licensed
Nodes paid for by Licensee.

2. Restrictions. Licensee will not: (a) copy or use the Software in any manner
except as expressly permitted in this Agreement; (b) use or deploy the Software
in excess of the number of Licensed Nodes for which Licensee has paid the
applicable Subscription Fee; (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; or (h)
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 may
terminate or suspend Licensee’s license to the Software (without refund or
credit) until Licensee comes into compliance with such terms and restrictions.

3. Proprietary Rights. The Software (and any modifications or derivatives
thereto) and all Deliverables, are and shall remain the sole property of
Couchbase and its licensors, and, except for the license rights granted herein,
Couchbase 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 offers several levels of Support Services for the
Software.  Couchbase will provide Licensee with the level of Support Services
indicated on the Order and paid for by Licensee. Licensee must have Licensed
Nodes at the same level of Support Services for all Production Deployment
instances running the Software, including any instances that are used for
disaster recovery or backup that are associated with the Production
Deployment. For all instances in a development and test environment running the
Software, Licensee must also have all Licensed Nodes at the same level of
Support Services although these Support Services may be at a different level
than the production Licensed Nodes. When using the Cross Data Center Replication
feature, Licensee must have all Licensed Nodes at the same level of Support
Services 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.

5. Payments. Licensee will pay Couchbase the applicable Subscription Fees and
applicable fees as set forth in each SOW. All payments of fees or charges under
this Agreement shall be made in the currency stated on the Order and are due
within thirty (30) days of the date of the invoice. Late payments will bear
interest at the lesser of one and one half percent (1 ½%) per month or the
maximum rate allowed by law. In addition, Licensee will reimburse Couchbase for
all reasonable costs and expenses incurred (including reasonable attorneys’
fees) in collecting any overdue amounts.  All fees payable under this Agreement
are net amounts and are payable in full, without deduction for taxes or duties
of any kind. Fees are exclusive of, and Licensee is responsible for all duties
and taxes (including Value Added Tax which shall be paid by Licensee, 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. All fees are non-refundable,
except to the extent expressly provided for in this Agreement.

6. Records Retention and Audit. Licensee shall maintain complete and accurate
records to permit Couchbase to verify Licensee’s compliance with the Agreement
(including the number of Licensed Nodes used by Licensee), and provide Couchbase
with such records within ten (10) days of request. Upon at least thirty (30)
days prior written notice, Couchbase may audit Licensee’s use of the Software to
assess whether Licensee is in compliance with the terms of this Agreement. Any
such audit will be conducted during regular business hours at Licensee’s
facilities and will not unreasonably interfere with Licensee’s business
activities. Licensee will provide Couchbase with access to the relevant Licensee
records and facilities. If an audit reveals that Licensee has underpaid fees to
Couchbase, then Couchbase will invoice Licensee, and Licensee 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 Subscription Fee paid by Licensee for the Software, then Licensee will
also pay Couchbase's reasonable costs of conducting the audit.

7. Confidentiality. Licensee and Couchbase 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 or
expiration 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. A party may disclose the other party’s
Confidential Information to the extent required by any law or regulation.

8. Disclaimer of Warranty. THE SOFTWARE AND ANY SERVICES PROVIDED HEREUNDER ARE
PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. COUCHBASE 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 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.

9. Indemnification of Third Party Claims.

9.1 Indemnification. Subject to Section 9, Couchbase will indemnify and defend
Licensee from and against any damages finally awarded against Licensee in
connection with any third party claims that the Software and Services infringe
any United States patent, United States copyright or United States trademark or
other intellectual property rights; provided that: (a) Licensee promptly
notifies Couchbase of the claim; (b) Licensee gives Couchbase all necessary
information regarding the claim and reasonably cooperates with Couchbase; and
(e) allows Couchbase to control the defense and all related settlement
negotiations.

9.2 Injunction. If use of the Software and Services are enjoined, or Couchbase
determines that such use may be enjoined, Couchbase will, at its sole option and
expense, (a) procure for Licensee the right to continue using the affected
Software and Services; (b) replace or modify the affected Software and Services
so that they do not infringe; or (c) if either option (a) or (b) is not
commercially feasible in Couchbase's reasonable opinion, as applicable,
terminate the licenses and refund Licensee a pro-rata amounts of the
Subscription Fees, and terminate the Services and refund the fees for the
Services that were infringing.

9.3 Exclusions. Couchbase will have no liability for any infringement claim, (A)
as to Software, (i) based on modifications to the Software 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, 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; or (v) to
the extent based on Licensee’s use of the Software other than in accordance with
this Agreement or the applicable Documentation; or (B) as to Services, (i) based
on modifications to the Services made by a party other than Couchbase, to the
extent a claim would not have occurred but for such modifications, (ii) based on
Licensee's use of the Services in violation of this Agreement, and such use
causes such infringement, or (iii) based on infringement resulting from the
combination of the Services, with any hardware, data or software not provided by
Couchbase.

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

10. Subscription Term Termination. The Agreement shall apply to all Orders that
reference this Agreement.  The “Subscription Term” shall begin on the Order
effective date and will continue for a period of time stated in the applicable
Order. Subject to Couchbase’s rights under Section 2 above, either party may
terminate this Agreement prior to the end of a term 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. Licensee’s obligation to make a payment of any outstanding, unpaid fees
shall survive termination of this Agreement. Upon termination or expiration of
any Order or this Agreement, Licensee will promptly return or destroy (and
provide written certification of such destruction) the applicable Software and
all copies and portions thereof, in all forms and types of media. The following
sections will survive termination or expiration of this Agreement: Sections 2,
3, 5-13.

11. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
IN NO EVENT WILL COUCHBASE 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, DOCUMENTATION, OR THE SERVICES PROVIDED BY
COUCHBASE 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’S OR ITS LICENSORS’ AGGREGATE LIABILITY TO LICENSEE,
FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, EXCEED THE TOTAL
AMOUNTS PAID BY LICENSEE TO COUCHBASE THAT ARE ATTRIBUTABLE TO THE ORDER FOR 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 Licensee and form a basis of the bargain between the parties.

12. General. Neither party shall be liable for any delay or failure in
performance (except for any payment obligations) due to causes beyond its
reasonable control. Couchbase may use Licensee's name and logo, consistent with
Licensee's trademark policies, on customer lists, and may publicly announce
Licensee as a customer. Licensee 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. 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 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 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. 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. The
customer has not relied on the availability of any future version of the
purchased product or any future product in making its decision to purchase the
Software license.

13. 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 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. “Documentation”
means the technical user guides or manuals provided by Couchbase related to the
Software. “Licensed Node” means an instance of the Software running on physical
hardware or a virtual machine, or on a cloud server. “Software” means the object
code version of the applicable Couchbase product as reflected in an
Order. “Subscription Fee” means the fee specified in the Order for the right to
use the Software for up to the number of Licensed Nodes stated in the Order. The
Subscription Fee includes fees for Support Services. “Subscription Term” means,
collectively, the initial subscription term described in Section 10. “Support
Services” 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/products-and-services/Couchbase-support). “Production
Deployment” means a cluster or clusters of Licensed Nodes (together with
Licensed Devices, if Couchbase Mobile is licensed) that are being used to
support a live workload for an application. “Order” means a transaction document
(such as a signed sales quote) identifying the Software licensed to Licensee,
the number of Licensed Nodes, and the applicable Subscription Fee. The term
“including” means including but not limited to. "SOW" (or Order) means a
transaction document identifying Services purchased. “Licensed Device” means an
instance of Couchbase Mobile running on one (1) mobile device. “Device Software”
means the object code version of the Couchbase Mobile product provided by
Couchbase and ordered by Licensee during the ordering process on the Couchbase
Website. "Services" means the consulting service(s) and Deliverables provided by
Couchbase to Licensee, using commercially reasonable efforts (a list of
available consulting services can be viewed at
www.couchbase.com/dos09232015). "Deliverables" means reports, and other
deliverables Couchbase may design, develop for, or deliver to Licensee during
the course of providing consulting services.

ESLA v3:  13 November 2015