**Redpanda Community License Agreement**
Please read this Redpanda Community License Agreement (the “Agreement”)
carefully before using Redpanda (as defined below), which is offered by
Redpanda Data, Inc. or its affiliated Legal Entities (“Redpanda Data”).
By downloading Redpanda or using it in any manner, You agree that You
have read and agree to be bound by the terms of this Agreement. If You
are accessing Redpanda on behalf of a Legal Entity, You represent and
warrant that You have the authority to agree to these terms on its
behalf and the right to bind that Legal Entity to this Agreement. Use of
Redpanda is expressly conditioned upon Your assent to all the terms of
this Agreement, to the exclusion of all other terms.
1. **Definitions.** In addition to other
terms defined elsewhere in this Agreement, the terms below have the
following meanings.
(a) “Redpanda” shall mean the event streaming platform provided by Redpanda Data, including both Redpanda Core and Redpanda Enterprise Edition, as defined below.
(b) “Redpanda Core” shall mean the version of Redpanda, available free of charge at https://github.com/redpanda-data/redpanda.
(c) “Redpanda Enterprise Edition” shall mean the additional features made available by Redpanda Data, the use of which is subject to additional terms set out below.
(d) “Contribution” shall mean any work of authorship, including the original version of the Work and any modifications or additions to that Work or Derivative Works thereof, that is intentionally submitted Redpanda Data for inclusion in the Work by the copyright owner or by an individual or Legal Entity authorized to submit on behalf of the copyright owner. For the purposes of this definition, “submitted” means any form of electronic, verbal, or written communication sent to Redpanda Data or its representatives, including but not limited to communication on electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, Redpanda Data for the purpose of discussing and improving the Work, but excluding communication that is conspicuously marked or otherwise designated in writing by the copyright owner as “Not a Contribution.”
(e) “Contributor” shall mean any copyright owner or individual or Legal Entity authorized by the copyright owner, other than Redpanda Data, from whom Redpanda Data receives a Contribution that Redpanda Data subsequently incorporates within the Work.
(f) “Derivative Works” shall mean any work, whether in Source or Object form, that is based on (or derived from) the Work, such as a translation, abridgement, condensation, or any other recasting, transformation, or adaptation for which the editorial revisions, annotations, elaborations, or other modifications represent, as a whole, an original work of authorship. For the purposes of this License, Derivative Works shall not include works that remain separable from, or merely link (or bind by name) to the interfaces of, the Work and Derivative Works thereof.
(g) “Legal Entity” shall mean the union of the acting entity and all other entities that control, are controlled by, or are under common control with that entity. For the purposes of this definition, “control” means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity.
(h) “License” shall mean the terms and conditions for use, reproduction, and distribution of a Work as defined by this Agreement.
(i) “Licensor” shall mean Redpanda Data or a Contributor, as applicable.
(j) “Object” form shall mean any form resulting from mechanical transformation or translation of a Source form, including but not limited to compiled object code, generated documentation, and conversions to other media types.
(k) “Source” form shall mean the preferred form for making modifications, including but not limited to software source code, documentation source, and configuration files.
(l) “Third Party Works” shall mean Works, including Contributions, and other technology owned by a person or Legal Entity other than Redpanda Data, as indicated by a copyright notice that is included in or attached to such Works or technology.
(m) “Work” shall mean the work of authorship, whether in Source or Object form, made available under a License, as indicated by a copyright notice that is included in or attached to the work.
(n) “You” (or “Your”) shall mean an individual or Legal Entity exercising permissions granted by this License.
2. **Licenses**.
1. **License to Redpanda Core.** The License for Redpanda Core is
the Business Source License v.1.1 ("BSL License"). Please see
the text of the Redpanda [BSL License](bsl.md) for full terms.
Redpanda Core is a no-cost, entry-level license and as such,
contains the following disclaimers: TO THE EXTENT PERMITTED BY
APPLICABLE LAW, REDPANDA CORE IS PROVIDED ON AN “AS IS” BASIS.
LICENSOR HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS
OR IMPLIED, INCLUDING (WITHOUT LIMITATION) WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
NON-INFRINGEMENT, AND TITLE. For clarity, the terms of this
Agreement, other than the relevant definitions in Section 1 and
this Section 2(a) do not apply to Redpanda Core.
2. **License to Redpanda Enterprise Edition.**
1. ***Grant of Copyright License:*** Subject to the terms of
this Agreement, Licensor hereby grants to You a worldwide,
non-exclusive, non-transferable limited license to
reproduce, prepare Enterprise Derivative Works (as defined
below) of, publicly display, publicly perform, sublicense,
and distribute Redpanda Enterprise Edition for Your business
purposes, for so long as You are not in violation of this
Section 2(b) and are current on all payments required by
Section 4 below.
2. ***Grant of Patent License:*** Subject to the terms of this
Agreement, Licensor hereby grants to You a worldwide,
non-exclusive, non-transferable limited patent license to
make, have made, use, offer to sell, sell, import, and
otherwise transfer Redpanda Enterprise Edition, where such
license applies only to those patent claims licensable by
Licensor that are necessarily infringed by their
Contribution(s) alone or by combination of their
Contribution(s) with the Work to which such Contribution(s)
was submitted. If You institute patent litigation against
any entity (including a cross-claim or counterclaim in a
lawsuit) alleging that the Work or a Contribution
incorporated within the Work constitutes direct or
contributory patent infringement, then any patent licenses
granted to You under this License for that Work shall
terminate as of the date such litigation is filed.
3. ***License to Third Party Works:*** From time to time
Redpanda Data may use, or provide You access to, Third Party
Works in connection Redpanda Enterprise Edition. You
acknowledge and agree that in addition to this Agreement,
Your use of Third Party Works is subject to all other terms
and conditions set forth in the License provided with or
contained in such Third Party Works. Some Third Party Works
may be licensed to You solely for use with Redpanda
Enterprise Edition under the terms of a third party License,
or as otherwise notified by Redpanda Data, and not under the
terms of this Agreement. You agree that the owners and third
party licensors of Third Party Works are intended third
party beneficiaries to this Agreement.
4. ***Use Restriction:*** You may make use of Redpanda
Enterprise Edition, provided that you may not use Redpanda
Enterprise Edition for a Streaming or Queuing Service. A
“Streaming or Queueing Service” is a commercial offering
that allows third parties (other than your employees and
individual contractors) to access the functionality of
Redpanda Enterprise Edition by performing an action directly
or indirectly that causes the creation of a topic in the
Work. For clarity, a Streaming or Queuing Service would
include providers of infrastructure services, such as cloud
services, hosting services, data center services and
similarly situated third parties (including affiliates of
such entities) that would offer Redpanda Enterprise Edition
in connection with a broader service offering to customers
or subscribers of such of such third party’s core services.
3. **Support.** From time to time, in
its sole discretion, Redpanda Data may offer professional services or
support for Redpanda, which may now or in the future be subject to
additional fees.
4. **Fees for Redpanda Enterprise Edition or
Redpanda Support.**
1. **Fees.** The License to Redpanda Enterprise Edition is
conditioned upon Your payment of the fees specified on
[pricing](https://igiven.com/contact) which You agree to pay to Redpanda Data in accordance
with the payment terms set out on that page. Any professional
services or support for Redpanda may also be subject to Your
payment of fees, which will be specified by Redpanda Data when you
sign up to receive such professional services or support.
Redpanda Data reserves the right to change the fees at any time
with prior written notice; for recurring fees, any such
adjustments will take effect as of the next payment period.
2. **Overdue Payments and Taxes.** Overdue payments are subject to
a service charge equal to the lesser of 1.5% per month or the
maximum legal interest rate allowed by law, and You shall pay
all Redpanda Data’s reasonable costs of collection, including court
costs and attorneys’ fees. Fees are stated and payable in U.S.
dollars and are exclusive of all sales, use, value added and
similar taxes, duties, withholdings and other governmental
assessments (but excluding taxes based on Redpanda Data’s income)
that may be levied on the transactions contemplated by this
Agreement in any jurisdiction, all of which are Your
responsibility unless you have provided Redpanda Data with a valid
tax-exempt certificate.
3. **Record-keeping and Audit.** If fees for Redpanda Enterprise
Edition are based on the number of cores or servers running on
Redpanda Enterprise Edition or another use-based unit of
measurement, You must maintain complete and accurate records
with respect Your use of Redpanda Enterprise Edition and will
provide such records to Redpanda Data for inspection or audit upon
Redpanda Data’s reasonable request. If an inspection or audit
uncovers additional usage by You for which fees are owed under
this Agreement, then You shall pay for such additional usage at
Redpanda Data’s then-current rates.
5. **Trial License.** If You have signed
up for a trial or evaluation of Redpanda Enterprise Edition, Your
License to Redpanda Enterprise Edition is granted without charge for
the trial or evaluation period specified when You signed up, or if
no term was specified, for thirty (30) calendar days, provided that
Your License is granted solely for purposes of Your internal
evaluation of Redpanda Enterprise Edition during the trial or
evaluation period (a “Trial License”). You may not use Redpanda
Enterprise Edition under a Trial License more than once in any
twelve (12) month period. Redpanda Data may revoke a Trial License at
any time and for any reason. Sections 3, 4, 9 and 11 of this
Agreement do not apply to Trial Licenses.
6. **Redistribution.** You may reproduce
and distribute copies of the Work or Derivative Works thereof in any
medium, with or without modifications, and in Source or Object form,
provided that You meet the following conditions:
1. You must give any other recipients of the Work or Derivative
Works a copy of this License; and
2. You must cause any modified files to carry prominent notices
stating that You changed the files; and
3. You must retain, in the Source form of any Derivative Works that
You distribute, all copyright, patent, trademark, and
attribution notices from the Source form of the Work, excluding
those notices that do not pertain to any part of the Derivative
Works; and
4. If the Work includes a “NOTICE” text file as part of its
distribution, then any Derivative Works that You distribute must
include a readable copy of the attribution notices contained
within such NOTICE file, excluding those notices that do not
pertain to any part of the Derivative Works, in at least one of
the following places: within a NOTICE text file distributed as
part of the Derivative Works; within the Source form or
documentation, if provided along with the Derivative Works; or,
within a display generated by the Derivative Works, if and
wherever such third-party notices normally appear. The contents
of the NOTICE file are for informational purposes only and do
not modify the License. You may add Your own attribution notices
within Derivative Works that You distribute, alongside or as an
addendum to the NOTICE text from the Work, provided that such
additional attribution notices cannot be construed as modifying
the License.
5. You may add Your own copyright statement to Your modifications
and may provide additional or different license terms and
conditions for use, reproduction, or distribution of Your
modifications, or for any such Derivative Works as a whole,
provided Your use, reproduction, and distribution of the Work
otherwise complies with the conditions stated in this License.
6. **Enterprise Derivative Works.** Derivative Works of Redpanda
Enterprise Edition (“Enterprise Derivative Works”) may be made,
reproduced and distributed in any medium, with or without
modifications, in Source or Object form, provided that each
Enterprise Derivative Work will be considered to include a
License to Redpanda Enterprise Edition and thus will be subject
to the payment of fees to Redpanda Data by any user of the
Enterprise Derivative Work.
7. **Submission of Contributions.**
Unless You explicitly state otherwise, any Contribution
intentionally submitted for inclusion in Redpanda by You to
Redpanda Data shall be under the terms and conditions of
[https://cla-assistant.io/redpanda-data/redpanda] (which is based off of the
Apache License), without any additional terms or conditions,
payments of royalties or otherwise to Your benefit. Notwithstanding
the above, nothing herein shall supersede or modify the terms of any
separate license agreement You may have executed with Redpanda Data
regarding such Contributions.
8. **Trademarks.** This License does not
grant permission to use the trade names, trademarks, service marks,
or product names of Licensor, except as required for reasonable and
customary use in describing the origin of the Work and reproducing
the content of the NOTICE file.
9. **Limited Warranty.**
1. **Warranties.** Redpanda Data warrants to You that: (i) Redpanda
Enterprise Edition will materially perform in accordance with
the applicable documentation for ninety (90) days after initial
delivery to You; and (ii) any professional services performed by
Redpanda Data under this Agreement will be performed in a
workmanlike manner, in accordance with general industry
standards.
2. **Exclusions.** Redpanda Data’s warranties in this Section 9 do not
extend to problems that result from: (i) Your failure to
implement updates issued by Redpanda Data during the warranty
period; (ii) any alterations or additions (including Enterprise
Derivative Works and Contributions) to Redpanda not performed by
or at the direction of Redpanda Data; (iii) failures that are not
reproducible by Redpanda Data; (iv) operation of Redpanda
Enterprise Edition in violation of this Agreement or not in
accordance with its documentation; (v) failures caused by
software, hardware or products not licensed or provided by
Redpanda Data hereunder; or (vi) Third Party Works.
3. **Remedies.** In the event of a breach of a warranty under this
Section 9, Redpanda Data will, at its discretion and cost, either
repair, replace or re-perform the applicable Works or services
or refund a portion of fees previously paid to Redpanda Data that
are associated with the defective Works or services. This is
Your exclusive remedy, and Redpanda Data’s sole liability, arising
in connection with the limited warranties herein.
10. **Disclaimer of Warranty.** EXCEPT AS
SET OUT IN SECTION 9, UNLESS REQUIRED BY APPLICABLE LAW, LICENSOR
PROVIDES THE WORK (AND EACH CONTRIBUTOR PROVIDES ITS CONTRIBUTIONS)
ON AN “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND,
EITHER EXPRESS OR IMPLIED, ARISING OUT OF COURSE OF DEALING, COURSE
OF PERFORMANCE, OR USAGE IN TRADE, INCLUDING, WITHOUT LIMITATION,
ANY WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT,
MERCHANTABILITY, CORRECTNESS, RELIABILITY, OR FITNESS FOR A
PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY DISCLAIMED. YOU ARE
SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF USING OR
REDISTRIBUTING WORKS AND ASSUME ANY RISKS ASSOCIATED WITH YOUR
EXERCISE OF PERMISSIONS UNDER THE APPLICABLE LICENSE FOR SUCH WORKS.
11. **Limited Indemnity.**
1. **Indemnity.** Redpanda Data will defend, indemnify and hold You
harmless against any third party claims, liabilities or expenses
incurred (including reasonable attorneys’ fees), as well as
amounts finally awarded in a settlement or a non-appealable
judgement by a court (“Losses”), to the extent arising from any
claim or allegation by a third party that Redpanda Enterprise
Edition infringes or misappropriates a valid United States
patent, copyright or trade secret right of a third party;
provided that You give Redpanda Data: (i) prompt written notice of
any such claim or allegation; (ii) sole control of the defense
and settlement thereof; and (iii) reasonable cooperation and
assistance in such defense or settlement. If any Work within
Redpanda Enterprise Edition becomes or, in Redpanda Data’s opinion,
is likely to become, the subject of an injunction, Redpanda Data
may, at its option, (A) procure for You the right to continue
using such Work, (B) replace or modify such Work so that it
becomes non-infringing without substantially compromising its
functionality, or, if (A) and (B) are not commercially
practicable, then (C) terminate Your license to the allegedly
infringing Work and refund to You a prorated portion of the
prepaid and unearned fees for such infringing Work. The
foregoing states the entire liability of Redpanda Data with respect
to infringement of patents, copyrights, trade secrets or other
intellectual property rights.
2. **Exclusions.** The foregoing obligations shall not apply
to: (i) Works modified by any party other than Redpanda Data
(including Enterprise Derivative Works and Contributions), if
the alleged infringement relates to such modification, (ii)
Works combined or bundled with any products, processes or
materials not provided by Redpanda Data where the alleged
infringement relates to such combination, (iii) use of a version
of Redpanda Enterprise Edition other than the version that was
current at the time of such use, as long as a non-infringing
version had been released, (iv) any Works created to Your
specifications, (v) infringement or misappropriation of any
proprietary right in which You have an interest, or (vi) Third
Party Works. You will defend, indemnify and hold Redpanda Data
harmless against any Losses arising from any such claim or
allegation, subject to conditions reciprocal to those in Section
11(a).
12. **Limitation of Liability.** In no
event and under no legal or equitable theory, whether in tort
(including negligence), contract, or otherwise, unless required by
applicable law (such as deliberate and grossly negligent acts), and
notwithstanding anything in this Agreement to the contrary, shall
Licensor or any Contributor be liable to You for (i) any amounts in
excess, in the aggregate, of the fees paid by You to Redpanda Data
under this Agreement in the twelve (12) months preceding the date
the first cause of liability arose), or (ii) any indirect, special,
incidental, punitive, exemplary, reliance, or consequential damages
of any character arising as a result of this Agreement or out of the
use or inability to use the Work (including but not limited to
damages for loss of goodwill, profits, data or data use, work
stoppage, computer failure or malfunction, cost of procurement of
substitute goods, technology or services, or any and all other
commercial damages or losses), even if such Licensor or Contributor
has been advised of the possibility of such damages. THESE
LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL
PURPOSE OF ANY LIMITED REMEDY.
13. **Accepting Warranty or Additional
Liability.** While redistributing Works or Derivative Works
thereof, and without limiting your obligations under Section 6, You
may choose to offer, and charge a fee for, acceptance of support,
warranty, indemnity, or other liability obligations and/or rights
consistent with this License. However, in accepting such
obligations, You may act only on Your own behalf and on Your sole
responsibility, not on behalf of any other Contributor, and only if
You agree to indemnify, defend, and hold Redpanda Data and each other
Contributor harmless for any liability incurred by, or claims
asserted against, such Contributor by reason of your accepting any
such warranty or additional liability.
14. **General.**
1. **Relationship of Parties.** You and Redpanda Data are independent
contractors, and nothing herein shall be deemed to constitute
either party as the agent or representative of the other or both
parties as joint venturers or partners for any purpose.
2. **Export Control.** You shall comply with the U.S. Foreign
Corrupt Practices Act and all applicable export laws,
restrictions and regulations of the U.S. Department of Commerce,
and any other applicable U.S. and foreign authority.
3. **Assignment.** This Agreement and the rights and obligations
herein may not be assigned or transferred, in whole or in part,
by You without the prior written consent of Redpanda Data. Any
assignment in violation of this provision is void. This
Agreement shall be binding upon, and inure to the benefit of,
the successors and permitted assigns of the parties.
4. **Governing Law.** This Agreement shall be governed by and
construed under the laws of the State of California and the
United States without regard to conflicts of laws provisions
thereof, and without regard to the Uniform Computer Information
Transactions Act.
5. **Attorneys’ Fees.** In any action or proceeding to enforce
rights under this Agreement, the prevailing party shall be
entitled to recover its costs, expenses and attorneys’ fees.
6. **Severability.** If any provision of this Agreement is held to
be invalid, illegal or unenforceable in any respect, that
provision shall be limited or eliminated to the minimum extent
necessary so that this Agreement otherwise remains in full force
and effect and enforceable.
7. **Entire Agreement; Waivers; Modification.** This Agreement
constitutes the entire agreement between the parties relating to
the subject matter hereof and supersedes all proposals,
understandings, or discussions, whether written or oral,
relating to the subject matter of this Agreement and all past
dealing or industry custom. The failure of either party to
enforce its rights under this Agreement at any time for any
period shall not be construed as a waiver of such rights. No
changes, modifications or waivers to this Agreement will be
effective unless in writing and signed by both parties.