COUCHBASE INC. ENTERPRISE LICENSE AGREEMENT - FREE EDITION

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 OR AS AN
AUTHORIZED REPRESENTATIVE ON BEHALF OF AN ENTITY ("LICENSEE") AGREE TO
ALL THE TERMS OF THIS ENTERPRISE 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
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. License Grant. Subject to Licensee's compliance with the terms and
conditions of this Agreement, Couchbase Inc. hereby grants to Licensee
a perpetual, non-exclusive, non-transferable, non-sublicensable,
royalty-free, limited license to install and use the Software only for
Licensee's own internal production use on up to two (2) Licensed
Servers or for Licensee's own internal non-production use for the
purpose of evaluation and/or development on an unlimited number of
Licensed Servers.

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 on any server in excess of the Licensed Servers
for which Licensee has paid the applicable Subscription Fee unless it
is covered by a valid license; (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)
publically 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.

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 provide Licensee with: (a) periodic
Software updates to correct known bugs and errors to the extent
Couchbase Inc. incorporates such corrections into the free edition
version of the Software; and (b) access to, and use of, the Couchbase
Inc. support forum available at the following URL:
http://techzone.couchbase.com.  Licensee must have Licensed Servers at the
same level of Support Services for all instances in a production
deployment running the Software.  Licensee must also have Licensed
Servers at the same level of Support Services for all instances in a
development and test environment running the Software, although these
Support Services may be at a different level than the production
Licensed Servers.  Couchbase Inc. may, at its discretion, modify,
suspend or terminate support at any time upon notice to Licensee.

5. Records Retention and Audit. Licensee shall maintain complete and
accurate records to permit Couchbase Inc. to verify the number of
Licensed Servers used by Licensee hereunder. Upon Couchbase Inc.'s
written request, Licensee shall: (a) provide Couchbase Inc. with such
records within ten (10) days; and (b) will furnish Couchbase Inc. with
a certification signed by an officer of Licensee verifying that the
Software is being used pursuant to the terms of this Agreement. Upon
at least thirty (30) days prior written notice, Couchbase Inc. may
audit Licensee's use of the Software to ensure that 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 Inc. with access to the
relevant Licensee records and facilities. If an audit reveals that
Licensee has used the Software in excess of the authorized Licensed
Servers, then (i) Couchbase Inc. will invoice Licensee, and Licensee
will promptly pay Couchbase Inc., the applicable licensing fees for
such excessive use of the Software, which fees will be based on
Couchbase Inc.'s price list in effect at the time the audit is
completed; and (ii) Licensee will pay Couchbase Inc.'s reasonable
costs of conducting the audit.

6. 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.

7. 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.

8. Agreement Term and Termination. The term of this Agreement shall
begin on the Effective Date and will continue until terminated by the
parties. Licensee may terminate this Agreement for any reason, or for
no reason, by providing at least ten (10) days prior written notice to
Couchbase Inc. Couchbase Inc. may terminate this Agreement if Licensee
materially breaches its obligations hereunder and, where such breach
is curable, such breach remains uncured for ten (10) days following
written notice of the breach. Licensee acknowledges that the Software
may contain a license key with a time-out mechanism that will suspend
and/or terminate Licensee's use of the Software upon termination of
this Agreement.  Upon termination of this Agreement, Licensee will, at
Couchbase Inc.'s option, 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, 6, 7, 8, 9, 10 and 11.

9. 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 THOUSAND DOLLARS (US $1,000). 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.

10. 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. To the extent there is a conflict
between this Agreement and the terms of any "shrinkwrap" or
"clickwrap" license included in any package, media, or electronic
version of Couchbase Inc.-furnished software, the terms and conditions
of this Agreement will control. 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.

11. 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. "Licensed Server" means an instance of the Software running
on one (1) operating system.  Each operating system instance may be
running directly on physical hardware, in a virtual machine, or on a
cloud server. "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 ordered by
Licensee during the ordering process on the Couchbase Website.  If you
have any questions regarding this Agreement, please contact us at
650-417-7500.
