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tsl-2020
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TSL Agreement 2020
name
Timescale License Agreement 2020
category
Source-available
owner
Timescale
homepage_url
https://github.com/timescale/timescaledb/blob/master/tsl/LICENSE-TIMESCALE
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LicenseRef-scancode-tsl-2020
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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.