COUCHBASE, INC. LICENSE AGREEMENT
IMPORTANT--READ CAREFULLY:  BY CLICKING THE "I ACCEPT" BOX OR INSTALLING,
DOWNLOADING OR OTHERWISE USING THE SOFTWARE AND ANY ASSOCIATED
DOCUMENTATION, YOU, ON BEHALF OF YOURSELF AND/OR AS AN AUTHORIZED
REPRESENTATIVE ON BEHALF OF AN ENTITY (COLLECTIVELY, "CUSTOMER"),
AGREE TO ALL THE TERMS OF THIS LICENSE AGREEMENT AND, IF APPLICABLE,
THE NON-GA OFFERING SUPPLEMENTAL TERMS (COLLECTIVELY, THE "AGREEMENT")
REGARDING CUSTOMER'S USE OF THE SOFTWARE. YOU REPRESENT AND WARRANT THAT
YOU HAVE FULL LEGAL AUTHORITY TO BIND 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 products and/or services,
    quantity (number of Licensed Nodes, Licensed Devices, and/or service
    entitlements), price, server size, support level, subscription start
    and end date, and Professional Services description.
    "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.
    "Cross-Data Center Replication" means an asynchronous data replication
    system, involving replicating active data to multiple, geographically
    diverse data centers or data repositories.
    "Customer" means the person, legal entity or organization, as
    applicable, accepting the terms and conditions hereunder and/or
    entering into an Order that references this Agreement.
    "Deployment" means all Licensed Nodes and Licensed Devices within
    a particular workload or application. "Documentation" means the
    technical user guides or manuals provided by Couchbase related to
    the Software.
    "Fees" means any sums, fees or charges specified on an Order or
    otherwise 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 (whether in a testing, development,
    production, or other environment).
    "Order" means a transaction document (such as a signed sales quote or
    statement of work) identifying the applicable Professional Services,
    Software, number of Licensed Nodes and Licensed Devices, Fees and
    Subscription Term.
    "Privacy Notice" means the privacy notice located at
    https://www.couchbase.com/privacy-policy (and any successor location
    designated by Couchbase), as may be updated from time to time.
    "Professional Services" means consulting services, training,
    and other professional services as well as the resulting reports,
    written materials, or other outputs provided to Customer as part of
    an engagement as identified in the applicable Order.
    "RAM" or Random Access Memory, means the main memory used to store
    data for quick access by a computer's processor.
    "Software" means the applicable Couchbase product either (i)
    as reflected in an Order or (ii) as otherwise made available to
    Customer under this Agreement.
    "Subscription Term" means, as applicable: (i) the period stated
    on an Order, if any, during which Customer is licensed to use the
    Software and Documentation and receive the Professional Services (if
    applicable) and Support; (ii) the first date an Enterprise License is
    required (including before an Order is signed) until the date such
    Enterprise License is either (a) memorialized in an Order (in which
    case the definition of subsection (i) herein shall apply), or (b)
    terminated in accordance with the terms herein; or (iii) the date
    of download for a Free License until the date such Free License is
    either (a) converted into an Enterprise License (in which case the
    definitions of subsections (i) or (ii) shall apply, as applicable),
    or (b) terminated in accordance with the terms herein.
    "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 services terms at www.couchbase.com/support-policy
    (and any successor location designated by Couchbase), as may be
    updated from time to time.

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 only
  for development use and evaluation of the Software and is provided with
  no Support or any other services. Couchbase is under no obligation to
  provide or continue to provide the Free Licenses (including any update,
  upgrade or new version of the Software licensed thereunder). During
  the Subscription Term, and subject to Customer's compliance with the
  terms and conditions of this Agreement, Couchbase grants to Customer a
  revocable, unpaid, non-exclusive, non-transferable, non-sublicensable,
  non-fee bearing download license to install and use the Software only
  for Customer's own internal development use and evaluation of the
  Software. Prior to using the Software for any other use (including
  for testing, quality assurance, or in production), Customer agrees to
  enter into an Order with Couchbase and pay the applicable Fees. If,
  at any time, Customer uses the Software for any other use (including
  for testing, quality assurance, or in production) without an active
  Order, then (i) Customer acknowledges and agrees that its Free License
  is automatically converted to an Enterprise License, (ii) Couchbase
  shall have the right to audit and charge Customer for such use as set
  forth in Section 8 herein, and (iii) Customer shall use best efforts to
  enter into an Order with Couchbase for such use in order to remedy the
  noncompliant use as soon as possible. Free Licenses granted to Customer
  hereunder are revocable and terminable at any time in Couchbase's sole
  and absolute discretion.

  2.2 License Grant as to Enterprise Licenses. An "Enterprise License"
  is required if Customer uses the Software (a) for testing, quality
  assurance, or in production, (b) for any use other than solely
  for internal development use or evaluation of the Software, or (c)
  after Customer's initial request for Support.  After Customer in the
  first instance uses the Software for testing, quality assurance,
  or in production, or converts to an Enterprise License otherwise,
  then the Enterprise License terms of this Agreement (absent another
  applicable enterprise agreement between the parties) shall apply. During
  the Subscription Term, and subject to Customer's compliance with the
  terms and conditions of this Agreement, Couchbase grants to Customer a
  revocable, non-exclusive, non-transferable, non-sublicensable (except
  as explicitly set forth herein), fee-bearing license to install and
  use the Software and Documentation only for Customer's own internal
  use and limited to the type, size, and number of Licensed Nodes and
  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.

  2.3 Tools, Connectors, and Third Party Products. The Software may:
  (i) include certain components developed and owned by Couchbase
  ("Couchbase Components") which connect to products, components, files,
  programs, databases, content sources or other materials developed and
  owned by third parties ("Third Party Products"); and (ii) include or
  be distributed with Third Party Products. Customer's use of Couchbase
  Components and Third Party Products may be subject to additional terms
  and conditions and third party license terms, including as set forth
  in Exhibit A of this Agreement. Further, Third Party Products may be
  subject to third party licenses provided by such third party or executed
  between Customer and such third party (in each case, a "Third Party
  License"). Couchbase has not developed or published and does not own,
  control or license such Third Party Products. Customer shall be solely
  responsible for (i) its compliance with any such Third Party License
  in its use of any Third Party Products and (ii) the confidentiality,
  security, and integrity of any content or data Customer chooses
  to transfer to any Third Party Products. Couchbase shall have no
  responsibility or liability whatsoever for the installation, operation,
  or support functionality of, or otherwise related to or arising out
  of any Third Party Products, including any loss or compromise of data.

3. Customer Responsibilities.
  3.1 Customer shall not (and shall not allow any third party to):
    (a) copy or use the Software, Documentation, or any related reports,
    technologies or services in any manner except as expressly permitted
    in this Agreement;
    (b) for Enterprise Licenses, use or deploy the Software in excess of
    the number of Licensed Nodes and Licensed Devices for which Customer
    has paid the applicable Fees;
    (c) for Enterprise Licenses, 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 Fees;
    (d) transfer, sell, rent, lease, lend, distribute, market,
    commercialize or sublicense the Software, Documentation, or any
    related reports, technologies or services to any third party,
    provided that Customer may use the Software in connection with an
    application made available to Customer's end users as long as they
    cannot access the Software directly;
    (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);
    (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,
    Documentation or any related reports, technologies or services;
    (i) for Enterprise Licenses, use or transfer Licensed Nodes and/or
    Licensed Devices designated to a particular Deployment or project
    to another or new Deployment or project; or
    (j) use the Software, Documentation or any related reports,
    technologies or services for the purposes of, or publicly display or
    communicate the results of, benchmarking or competitive analysis of
    the Software, or developing, using, providing, or supporting products
    or services competitive to Couchbase.

  3.2 Customer understands that the Software, Documentation, and any
  related technology or services are subject to U.S. export control
  laws and regulations.  Customer shall comply with all applicable
  laws in connection with its use of the Software,  Documentation,
  Professional Services and Support, including but not limited to
  applicable international and domestic export controls, including
  economic sanctions, laws, regulations, or orders that apply to Customer,
  the Software the Documentation and any related reports, technologies
  or services ("Export Laws"). In furtherance of this obligation,
  Customer shall ensure that: (a) Customer does not use the Software,
  technology or services in violation of any Export Laws; and (b) it
  does not provide access to the Software, technology or services to
  (i) persons on the U.S. Department of Commerce's Denied Persons List
  or Entity List, or the U.S. Treasury Department's list of Specially
  Designated Nationals, (ii) military end-users or for military end-use,
  or (iii) parties engaged in activities directly or indirectly related
  to the proliferation of weapons of mass destruction.

  3.3 If Customer does not comply with the license terms or the foregoing
  restrictions, Couchbase may (without refund or credit, if applicable,
  and without prejudice to any other rights or remedies Couchbase
  may have under this Agreement or at law), at its sole discretion:
  (i) terminate this Agreement (including all active Orders hereunder)
  thereby revoking Customer's Free and/or Enterprise License(s) to the
  Software and Documentation, or (ii) suspend Customer's Free and/or
  Enterprise License(s) to the Software and Documentation until Customer
  comes into compliance with such terms and restrictions.

  3.4 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 entire Section 4 applies only to Enterprise Licenses fully
  paid for by Customer and not to Free Licenses.

  4.2 The parties may agree to have Couchbase provide Professional
  Services to Customer, which shall be set forth on an Order signed
  by both parties. Such Professional Services shall be governed by the
  terms and conditions of this Agreement.

  4.3 Professional Services and any related reports, technologies or
  services are accepted when delivered unless otherwise set forth in an
  Order. Couchbase may engage qualified subcontractors to provide the
  Professional Services, provided that Couchbase remains responsible for
  any subcontractor's compliance with this Agreement. Couchbase grants to
  Customer a royalty-free, perpetual, non-exclusive, non-transferable,
  non-sublicensable license to use and reproduce any reports for
  Customer's internal business purposes.

  4.4 Unless explicitly set forth in an Order, any Professional Services
  purchased under this Agreement shall expire upon the end of the
  Subscription Term (up to and including any expiration date) or after
  twelve (12) months if no expiration date is specified (in each case,
  the "Services Expiration Date"). Any unused Professional Services
  after such Services Expiration Date shall expire without refund
  of any prepaid Fees. For Professional Services that would have been
  invoiceable in arrears, Couchbase will provide a final invoice for the
  unused Professional Services in accordance with this Agreement. Unless
  otherwise stated in an Order, Customer shall pay Couchbase's reasonable
  travel and incidental expenses incurred in conducting (in relation to
  the Professional Services or otherwise) on-site activities at Customer's
  site upon receiving an invoice from Couchbase.

5. Proprietary Rights.
  5.1 This Agreement does not transfer any right, title or interest
  in any intellectual property to any party, except as expressly
  set forth in this Agreement. The Software (including the source
  code, any modifications, improvements, enhancements or derivatives
  thereto), and all Documentation and outputs resulting from 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
  resulting reports or written materials), including all intellectual
  property rights therein and thereto.

  5.2 The Software may include open source software components and such
  open source 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 files, Documentation or materials
  accompanying the Software.

  5.3 If Customer provides any suggestions or feedback regarding the
  Software, Documentation, Support, or Professional Services, Couchbase
  may use such information without obligation to Customer, and Customer
  hereby irrevocably assigns to Couchbase all right, title, and interest
  in that feedback or those suggestions.

  5.4 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 entire Section 6 applies only to Enterprise Licenses fully
  paid for by Customer and not to Free Licenses.

  6.2 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 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 Deployment. For the avoidance of doubt,
  each specific Deployment can have its own level of Support.

  6.3 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.

  6.4 Couchbase may modify the terms of Support from time to time,
  provided that such modifications do not materially and adversely affect
  Customer's Support subscription.

7. Fees.
  7.1 This Section 7 applies only to Enterprise Licenses fully paid for
  by Customer and not to Free Licenses.

  7.2 Customer will pay Couchbase the Fees in advance, within thirty (30)
  days of the date of the invoice, unless otherwise explicitly indicated
  in the applicable Order.  If Customer purchases licenses or services
  related to the Software through an approved third-party partner,
  then the applicable agreement with that third-party will govern with
  respect to Customer for the appropriate payment terms, provided that
  such third-party agreement shall not override or attempt to override the
  payment terms in place between Couchbase and such approved third-party
  partner. All other terms and restrictions with respect to the use of
  the Software shall continue to apply to Customer. 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. Fees are non-refundable except to the extent expressly provided
  for in this Agreement. 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.

  7.3 All Fees payable by Customer are exclusive of applicable taxes
  and duties (such as, without limitation, VAT, Service Tax, GST,
  excise taxes, sales and transactions taxes, and gross receipts tax
  (collectively, the "Transaction Taxes"). If applicable, Couchbase may
  charge and Customer shall pay all Transaction Taxes that Couchbase
  is legally obligated or authorized to collect from Customer. Customer
  will provide such information to Couchbase as reasonably required to
  determine whether Couchbase is obligated to collect Transaction Taxes
  from Customer. Couchbase will not collect, and Customer will not pay,
  any Transaction Taxes for which Customer furnishes a properly completed
  exemption certificate or a direct payment permit certificate for
  which Couchbase may claim an available exemption from such Transaction
  Taxes. All payments made by Customer to Couchbase under this Agreement
  will be made free and clear of any deduction or withholding, as may
  be required by law. If any such deduction or withholding (including
  but not limited to cross-border withholding taxes) is required on any
  payment, Customer will pay such additional amounts as are necessary so
  that the net amount received by Couchbase is equal to the amount then
  due and payable under this Agreement. Couchbase will provide Customer
  with such tax forms as are reasonably requested in order to reduce
  or eliminate the amount of any withholding or deduction for taxes in
  respect of payments made under this Agreement.

  7.4 Customer is obligated to pay all applicable Fees without any
  requirement for Couchbase to provide a purchase order ("PO") number on
  Couchbase's invoice (or otherwise). If Customer sends Couchbase a PO
  in lieu of executing an Order, the PO will be deemed a binding contract
  offer which Couchbase may accept by (i) signing the PO or (ii) sending
  a written order acknowledgment of acceptance of the PO (thereby forming
  a mutually agreed Order governed by this Agreement). In any event,
  only the Commercial Details listed on PO shall be considered part of
  the Order created (exclusive of any pre-printed terms on the PO). Any
  other terms on the PO which either (i) conflict with the terms of this
  Agreement, or (ii) are not agreed under this Agreement, 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.

8. Records Retention and Audit.
  8.1 During any Subscription Term and for at least one (1) year
  thereafter, 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 as well as Customer's compliance with its obligations
  post-termination or expiration), and provide Couchbase with such
  records within ten (10) days of request.

  8.2 Every three (3) months within a Subscription Term (or on another
  cadence as mutually agreed between the parties) or upon request by
  Couchbase for any use requiring an Enterprise License where no Order
  is in place, Customer shall self-certify to Couchbase the total number
  of Licensed Nodes and Licensed Devices used in any production, test,
  development, or other Deployment. Such self-certification shall
  be in accordance with Couchbase's instruction and in the form of
  either a (i) written report signed by an authorized representative of
  Customer or (ii) copy of an automatically generated report created by
  Customer. Couchbase will review such reports and determine if any true
  up Order is required. Additional fees for any excess usage shall be
  calculated based on the fees specified in the applicable Order for the
  applicable Licensed Node or Licensed Device size and type, and prorated,
  as applicable. If (i) the excess usage includes nodes or device sizes or
  types for which fees are not specified in the applicable existing Order
  or (ii) use requiring an Enterprise License occurred without an Order,
  then the (additional) fees shall be calculated based on Couchbase's
  list price in effect at the time and prorated, as applicable.

  8.3 Upon at least thirty (30) days prior written notice, but no
  more than once in any twelve (12) month period, Couchbase may audit
  Customer's use of the Software solely as necessary to verify Customer's
  compliance with the terms of this Agreement during the Subscription
  Term and for one (1) year thereafter. 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.

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 Commercial Details).  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 any unauthorized disclosure or 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.
THE SOFTWARE, DOCUMENTATION AND ANY PROFESSIONAL SERVICES PROVIDED
HEREUNDER ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND INCLUDING
THAT THE SOFTWARE, DOCUMENTATION OR PROFESSIONAL SERVICES PROVIDED
HEREUNDER WILL MEET CUSTOMER'S REQUIREMENTS, OPERATE IN THE COMBINATIONS
CUSTOMER MAY SELECT FOR USE, WILL BE ERROR-FREE OR UNINTERRUPTED, OR
THAT ALL SOFTWARE ERRORS OR DEFECTS WILL BE CORRECTED. TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW, COUCHBASE, ANY OF ITS AFFILIATES OR
LICENSORS (COLLECTIVELY, 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, Couchbase will indemnify and defend Customer from and against
  any damages finally awarded against Customer resulting from 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; and (d) Customer does
  not admit fault or liability with respect to this Agreement, any Order,
  Customer's actions or those of Couchbase.

  11.2 Enjoinment. Without limiting the forgoing, and notwithstanding
  anything to the contrary in this Agreement, if use of the Software
  is 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; (ii)
  replace or modify the affected Software such that it does not infringe;
  or (iii) if either option (i) or (ii) is not commercially feasible in
  Couchbase's reasonable opinion, as applicable, terminate the affected
  portions of an Order and refund Customer any prepaid but unused Fees
  for the affected Software.

  11.3 Customer Indemnification. Customer will indemnify and defend
  the Couchbase Parties from and against any damages awarded against
  Couchbase in connection with any third-party claim arising out of (a)
  Customer's use, operation or combination of the Software, including
  Customer's data or content, that infringes any United States patent,
  United States copyright or United States trademark; (b) use of,
  or inability to use the Software by Customer, or any third party
  that receives or obtains access to or relies on the Software or any
  component thereof from or through (directly or indirectly) Customer;
  and (c) any breach by Customer of any provisions of this Agreement,
  provided that: (i) Couchbase promptly notifies Customer of the claim;
  (ii) Couchbase gives Customer all necessary information regarding the
  claim and reasonably cooperates with Customer; (iii) Couchbase allows
  Customer exclusive control of the defense and all related settlement
  negotiations; and (iv) Couchbase does not admit fault or liability
  with respect to this Agreement, any Order,  Couchbase's actions or
  those of Customer.

  11.4 Exclusions. Couchbase will have no liability or obligation to
  indemnify under Section 11.1 for any infringement claim arising out of
  (i) modifications made by a party other than Couchbase, to the extent
  a claim would not have occurred but for such modifications, (ii) the
  use of any non-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) 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) any open source software
  components, (v) use in violation of this Agreement or in non-compliance
  with the applicable Documentation, (vi) Customer's continuation of its
  allegedly infringing activity after being notified thereof or after
  being provided a replacement or modification by Couchbase that would
  have avoided the alleged infringement; or (vii) Couchbase's compliance
  with any materials, designs, specifications or instructions provided
  by Customer. The Couchbase indemnification obligations will also 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 THE COUCHBASE PARTIES, 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 fully paid for by Customer and 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 THE 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 is effective as of the date of Customer's acceptance
  of this Agreement (the "Effective Date") and will continue until:
  (i) Customer ceases all use of the Software, or (ii) ninety (90) days
  after all of Customer's active Orders hereunder have expired whether
  either party gives notice or not, or (iii) either party terminates this
  Agreement as set forth in this Section, provided that the parties'
  rights and obligations under the provisions listed in Section 13.4
  shall survive any termination for all of the foregoing subsections
  (i) through (iii). This Agreement shall govern: (i) Customer's Free
  Licenses and/or Enterprise Licenses whether Customer has entered
  into an Order or not, (ii) Orders that reference this Agreement, and
  (iii) any POs submitted by Customer as set forth in Section 7.4. The
  Subscription Term for each Order shall commence and have the duration
  as set forth in the applicable Order.

  13.2 Subject to Couchbase's rights under Section 3 above, either party
  may terminate the applicable Order, if the other party materially
  breaches its obligations thereunder 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 for any Enterprise License shall survive
  termination or expiration of an Order or this Agreement.

  13.3 Upon termination or expiration of all active Orders, any Enterprise
  Licenses without an Order, and/or this Agreement, Customer will (i)
  promptly pay any outstanding fees accrued for any Enterprise Licenses
  or as determined under Section 8 hereof, (ii) promptly return or
  destroy the Documentation (except as explicitly permitted to be
  retained by Customer in an Order) and all copies and portions thereof,
  in all forms and types of media, and (iii) uninstall the Software as
  described in the then-current Couchbase uninstallation instructions
  (located https://docs.couchbase.com/manual/uninstall/). Upon request,
  Customer shall provide written certification signed by an officer
  of Customer of cessation of use and destruction as set forth herein
  within five (5) calendar days of request.

  13.4 The following sections will survive termination or expiration
  of any Order and/or this Agreement: Section 2.3 (Tools, Connectors,
  and Third Party Products), Sections 3 (Customer Responsibilities),
  5 (Proprietary Rights), 7 (Fees), 8 (Records Retention and Audit), 9
  (Confidentiality), 10 (Disclaimer of Warranty), 11 (Indemnification
  of Third-Party Claims), 12 (Limitation of Liability), 13 (Term and
  Termination), and 14 (General).

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 that Couchbase may include the Customer's name
  and logo in client lists that Couchbase may publish for promotional
  purposes from time to time and grants Couchbase a limited license to
  its trademark solely for this purpose, provided that Couchbase complies
  with Customer's branding guidelines.

  14.3 Customer may not assign or transfer its rights or obligations under
  this Agreement or an Order, in whole or in part, by operation of law or
  otherwise, without Couchbase's prior written consent.  Any attempt to
  assign or otherwise transfer this Agreement or an Order 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 Any notice or communication provided by Couchbase under this
  Agreement may be provided by posting a notice on the Couchbase website,
  or by mail or email to the relevant address associated with Customer's
  account, if available. Any notice or communication provided by Customer
  to Couchbase under this Agreement shall be provided to Couchbase by
  certified mail, return receipt requested, to Couchbase, Inc., Attn:
  Legal Dept, 3250 Olcott Street, Santa Clara, CA 95054, United States,
  with a copy emailed to legal@couchbase.com.

  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. Except as otherwise set forth in this Agreement, Couchbase
  may modify this Agreement (including the Support terms) at any time
  by (i) posting a revised version on the Couchbase website or (ii)
  by otherwise notifying Customer in accordance with Section 14.5,
  and by continuing to use the Software after the effective date of any
  such modifications to this Agreement, Customer agrees to be bound by
  this Agreement, as modified. The date Couchbase last modified this
  Agreement is set forth at the end of this Agreement. Notwithstanding
  the foregoing, any Orders placed under this version of the Agreement
  may only be modified by a mutually signed amendment by the parties.

  14.7 This Agreement incorporates the Privacy Notice by reference,
  and together with each Order constitute the entire agreement and
  understanding of the parties 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. 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: From time to time, Couchbase may release
versions of the Software and/or certain features that are not generally
available (the "Non-GA Offering"), including test, alpha, beta, trial,
pre-production, preview and/or developer preview versions or features. If
Customer uses any Non-GA Offering,  then the same terms and conditions
of the "Free Licenses" under the Agreement above shall apply, subject
to the modifications below.

Non-GA Offering Supplemental Terms

For any Non-GA Offering, the definition of Software in Section 1 of
the Agreement shall be replaced by the following and all references to
"Software" in the applicable provisions shall refer to the below instead:

"Software" means the applicable Couchbase product, including any Non-GA
Offering, either (i) as reflected in an Order or (ii) as otherwise made
available to Customer under this Agreement.

Section 2.1 of the Agreement shall be replaced in its entirety by the
following:

2.1. License Grant. Subject to Customer's compliance with the terms and
conditions of this Agreement and the Documentation, Couchbase hereby
grants to Customer a revocable, non-exclusive, non-transferable,
non-sublicensable, royalty-free, non-fee bearing limited license to
install and use the Non-GA Offering of the Software only for Customer's
own internal non-production use for the purpose of evaluation and
development, if applicable (the "Non-GA Offering License"). By accepting
an invitation to install or use, or by installing or using the Non-GA
Offering, Customer acknowledges and agrees that (i) it has relied upon
its own skill and judgment in electing to use such Non-GA Offering in its
sole discretion, (ii) the Non-GA Offering may not work correctly or in
the same way the final version may work and is offered exclusive of any
warranty (as described in Section 10 of the Agreement) or service level
agreement, (iii) the license granted to Customer with respect to the
Non-GA Offering is revocable and terminable at any time in Couchbase's
sole and absolute discretion, (iv) Couchbase may change, withdraw or
discontinue the Non-GA Offering at any time without notice and is under
no obligation to make such generally available, and (v) Couchbase is
not obligated to provide any services or support, including Support,
Professional Services, updates, patches, enhancements, or fixes (either
in the form of descriptions in the Documentation or on the Couchbase
website or otherwise). Couchbase may use any data, feedback or information
that Customer makes available to Couchbase or that Couchbase derives or
generates from Customer's use of the Non-GA Offering ("Feedback"), and
Customer hereby irrevocably assigns to Couchbase all right, title, and
interest in such Feedback. Customer agrees to the restrictions generally
applicable to the Free Licenses and Software, as applicable, under
this Agreement and any additional requirements set forth by Couchbase
in writing (whether in the Documentation or otherwise) regarding any
particular Non-GA Offering. For the avoidance of doubt, Customer shall
not use any Non-GA Offering in production under any circumstance.

Section 12 of the Agreement shall be replaced by the following:

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
ONE HUNDRED DOLLARS (US $100). 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.

Section 13.1 of the Agreement shall be replaced by the following:

13.1 This Agreement is effective as of the date of Customer's acceptance
of this Agreement and will continue until: (i) Customer ceases to use
the Non-GA Offering and/or the Non-GA Offering License, (ii) the Non-GA
Offering becomes generally available (in which case the terms of the
Free License or the Enterprise License (with or without an Order), as
applicable, shall automatically apply to Customer's use of the Software),
(iii) Couchbase discontinues and terminates the Non-GA Offering and/or
Non-GA Offering Licenses, in its sole discretion, or (iv) either party
terminates this Agreement as set forth in this Section, provided that
the parties' rights and obligations of the provisions listed in Section
13.4 shall survive any termination.

If you have any questions regarding this Agreement, please contact us
at legal@couchbase.com.

Exhibit A
Additional Terms and Conditions for Couchbase Components and Third
Party Products

Couchbase Component: Connector to Tableau Software, LLC
Additional Terms and Conditions: www.couchbase.com/toollicenses/tableau

Product License V11: 20230213
