Effective Date: December 19, 2018
Timescale ultimately believes that open-source software produces higher-quality technology while providing transparency and flexibility to the developers that build on that technology. For these reasons, we are dedicated to developing TimescaleDB in the open and are making TimescaleDB available under the following licenses:
As of December 2018, we began categorizing features as Open-Source, Community and Enterprise. Roughly speaking, as long as you are not offering TimescaleDB as a hosted Database-as-a-Service or simply reselling the database, you can use all Community features for free. Enterprise features require a commercial relationship with TimescaleDB in all cases.
PLEASE READ CAREFULLY THIS TIMESCALE LICENSE AGREEsMENT (“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”).
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 source code form is governed by this TSL Agreement and/or a Commercial License Agreement, as applicable.
1.2 Commercial License Rights. If You desire to use Community Features beyond applicable Usage Limits, or to use Enterprise Features beyond an applicable trial period (or those Enterprise Features that are not available for use under this TSL Agreement at all), as the case may be, You must obtain an appropriate License Key and enter into a Commercial License Agreement with Timescale, subject to applicable charges.
1.3 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, including any applicable Usage Limits and restrictions on the use of Enterprise Features. If Your customers desire to use any functions or features of the Timescale Software beyond applicable Usage Limits, or to use Enterprise Features, they must enter into a Commercial License Agreement with Timescale and obtain any necessary License Keys.
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 in unmodified form: (i) 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, and (ii) solely in compliance with all applicable Usage Limits and any limits imposed on the use of Enterprise Features by a License Key or the Timescale Software itself. You agree not to use the Community Features in any manner or extent beyond the Usage Limits or use the Enterprise Features in any manner or extent beyond the limits imposed by a License Key or the Timescale Software itself, except as may be permitted by a Commercial License Agreement that You and Timescale may enter into.
(b) Value Added Products or Services. A license (i) to copy, compile, install, and use the Timescale Software solely in unmodified form to develop and maintain Your Value Added Products or Services, and (ii) to utilize (in the case of services) or distribute (in the case of products that are distributed to Your customers) copies of the Timescale Software or parts thereof solely in unmodified form and 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 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 the Timescale Software Binaries solely in unmodified standalone form and subject to the terms and conditions of the most current version of this TSL Agreement. You may not distribute the TSL Licensed Software Source Code or the TSL Licensed Software Binaries in combination with or for use with any other software except for Your Value Added Products or Services.
(d) Derivative Works. A license to prepare, compile, and test Derivative Works of the TSL Licensed Software Source Code solely in a Non-Production Environment, provided that (i) neither such Derivative Works nor any binary executable versions thereof are utilized in a production capacity or outside a Non-Production Environment, (ii) such Derivative Works do not violate any of the prohibitions on circumvention of Technological Protection Measures set forth in Section 2.5, and (iii) such Derivative Works are not distributed to any third person or entity other than as a contribution 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. If You have any question as to whether a specific use You intend to make of the TSL Licensed Software complies with the foregoing prohibitions, please contact [email protected]
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 applicable Usage Limits, limits imposed by a License Key, or other 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.
2.5 Circumvention of Technological Protection Measures. You agree not to descramble, decrypt, alter, avoid, bypass, remove, deactivate, impair, or otherwise circumvent any Technological Protection Measure protecting the Timescale Software or any portion thereof, including but not limited to any License Key.
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 “Commercial License Agreement” means a license agreement offered by Timescale separate from this TSL Agreement that grants license rights, for applicable charges, to (i) activate and use one or more Enterprise Features that Timescale does not make available for access and use under this TSL Agreement at all, (ii) use one or more Enterprise Features beyond expiration of a limited time trial period, and/or (iii) use one or more Community Features beyond applicable Usage Limits.
3.3 “Community Features” means those functions or features of the TSL Licensed Software that Timescale designates from time to time at https://www.timescale.com/pricing as available for access and use under this TSL Agreement without charge, subject to any applicable Usage Limits.
3.4 “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.
3.5 “Derivative Work” means any modification or enhancement made by You to the TSL Licensed Software, whether in source code, executable, intermediate, or other form.
3.6 “Enterprise Features” means certain functions or features of the TSL Licensed Software that Timescale designates from time to time at https://www.timescale.com/pricing as (i) available for activation and use solely under a Commercial License Agreement with a License Key and subject to applicable charges, or (ii) available for use without charge under this TSL Agreement only on a limited time trial basis with a License Key.
3.7 “License Key” means a software license key issued by Timescale that allows (i) activation and use of certain Enterprise Features either under a Commercial License Agreement or without charge for a limited time trial period under this TSL Agreement, or (ii) use of certain Community Features beyond applicable Usage Limits.
3.8 “Non-Production Environment” means an environment for development, testing, or quality assurance, where software is not used for production purposes.
3.9 “Technological Protection Measure” means a technological measure, including but not limited to a License Key, encryption, scrambling, procedure, or process, that controls access to and/or restricts or limits the use of any function, feature, or portion of the Timescale Software.
3.10 “Timescale Database” means a time-series database that is created and/or used by the Timescale Software.
3.11 “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.
3.12 “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.
3.13 “Timescale Open Source Software” means those portions of the Timescale Software that Timescale makes publicly available 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.
3.14 “Timescale Software” means, collectively, all time-series database software and related software made publicly available by Timescale from time to time, in both source code and binary executable form, which includes the Timescale Open Source Software and the TSL Licensed Software.
3.15 “Timescale Software Binaries” means the binary executable form of the Timescale Software that Timescale makes publicly available from time to time.
3.16 “Timescale Software Source Code” means the source code of the Timescale Software that Timescale makes publicly available from time to time.
3.17 “TSL Licensed Software” means those parts of the Timescale Software other than the Timescale Open Source Software.
3.18 “TSL Licensed Software Binaries” means the TSL Licensed Software or any portion thereof in binary executable form.
3.19 “TSL Licensed Software Source Code” means the TSL Licensed Software or any portion thereof in source code form.
3.20 “Usage Limits” means limits, such as capability restrictions or usage metrics, that Timescale may place from time to time on the use under this TSL Agreement of certain Community Features. Usage Limits may be set by a License Key and/or by limits implemented in the TSL Licensed Software code itself.
3.21 “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.
From time to time, in its sole discretion, Timescale may offer professional services or support for the TSL Licensed Software pursuant to a separate support or maintenance agreement, which may now or in the future be subject to fees. Please see https://www.timescale.com/pricing for a description of professional services or support that may be available from Timescale.
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 7 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.
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.
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.
8.1 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.
8.2 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 8.2, this TSL Agreement may not be amended except by a writing executed by both parties.
8.3 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.
8.4 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.
8.5 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.
8.6 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.
8.7 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.
8.8 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. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation 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. Unpublished – rights reserved under the copyright laws of the United States.