These terms and conditions for the Couchbase Capella Service Free Trial (the “Free Trial Terms and Conditions”) are an addendum to the Cloud Service Subscription Agreement (the “Cloud Agreement”), and apply to Customer‘s participation in the Cloud Service Free Trial (the “Free Trial”). Customer’s acceptance of the Free Trial Terms and Conditions are also an acceptance of the Cloud Agreement as modified herein. Capitalized terms not defined in the Free Trial Terms and Conditions will have the meanings given to them in the Cloud Agreement.
1.1 The Free Trial applies only to the use of the Cloud Service and does not apply to any other products or services offered by Couchbase.
1.2 Only customers who have not previously registered for a Free Trial of the Cloud Service are eligible to participate.
1.3 The Free Trial starts when Customer receives the Free Trial activation ID via the Cloud Control Plane (the “Free Trial Start Date”) and will end upon the earlier of the expiration or consumption of all Couchbase Capella Credits provided to Customer for the purpose of participating in the Free Trial (the “Trial Credits”).
1.4 Any Trial Credits will only be available during and may only be used for the Free Trial.
1.5 Notwithstanding anything to the contrary in the Cloud Agreement, the Free Trial is provided “as-is”, exclusive of any warranty whether express or implied.
1.6 Customer agrees to adhere to all restrictions on access and use of the Cloud Service set forth in the Cloud Agreement.
2.1 During the Free Trial:
2.1.1 Customer shall not, or permit any third party to, use the Cloud Service:
(a) for any purpose other than to evaluate the desirability of entering into a paid subscription to the Cloud Service; and
(b) to engage in any of the activities as set forth in Section 4 of the Cloud Agreement.
2.2 The following sections of the Cloud Agreement shall not apply for any Free Trial:
2.2.1 Service Level Agreement and related service levels, warranties, servicing obligations (including any updates, patches, enhancement or fixes described in Documentation or on the Website);
2.2.2 Section 8 (Support and Service Levels); and
2.2.3 Sections 7 (Professional Services), Sections 15.1, 15.2, 15.4 and 15.5 (Indemnification).
3. Upgrading to Standard Cloud Service Account.
3.1 At any time during the Free Trial, Customer may convert their Free Trial account into a paid Cloud Service subscription by contacting a Couchbase sales representative.
3.2 Customer’s continued use of the Cloud Service after upgrading to a paid Cloud Service subscription will be subject to Customer’s compliance with the Cloud Agreement (or other applicable agreement between Couchbase and Customer) and the Free Trial Terms and Conditions will no longer apply.
4.Conclusion of the Free Trial.
4.1.Upon the expiration or consumption of the Trial Credits (the “Free Trial Termination”), Customer must either:
4.1.1.Purchase a paid subscription to the Cloud Service; or
4.1.2.Delete (i) all Cluster(s) deployed for the Free Trial, and (ii) the connection between the Cloud Service and the Customer Cloud Environment to avoid incurring charges from the third-party cloud provider as described in the Documentation.
4.2.Without limiting any additional rights set forth in the Cloud Agreement, Couchbase (i) may suspend Customer’s access to the Cloud Service and (ii) cause the Cloud Service to automatically delete all Free Trial Cluster(s) (including any data contained therein) upon the Free Trial Termination. Customer acknowledges that only Customer can delete the connection between the Cloud Service and the Customer Cloud Environment, which is required in order to avoid incurring charges from the third-party cloud provider to Customer.
4.3.Customer agrees that Couchbase shall have no liability, responsibility or obligation to pay for any Customer Cloud Environment fees incurred by Customer whatsoever under any circumstance.
Cloud Service Subscription Agreement
This Couchbase Capella Service Subscription Agreement (“Cloud Agreement”) is made and entered into by and between Couchbase, Inc. (“Couchbase”) and you, on behalf of yourself and as an authorized representative on behalf of an organization (individually and collectively, “Customer”), and sets forth the terms under which Customer may access and use the Cloud Service.
BY CREATING AN ACCOUNT TO USE THE CLOUD SERVICE OR BY USING THE CLOUD SERVICE, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, DO NOT CREATE AN ACCOUNT AND DO NOT USE THE CLOUD SERVICE.
If you are using the Cloud Service on behalf of an organization or are otherwise entering into this Agreement on behalf of an organization, you represent and warrant that you are authorized to enter into this Agreement on behalf of the relevant organization.
This Agreement was last updated on 02 August, 2021.
Capitalized terms used herein shall have the following definitions:
“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with Customer or Couchbase, respectively. For purposes of the preceding sentence, “control” means direct or indirect ownership or control of more than 50% of the voting interest in the subject entity.
“Authorized Users” means any end user of the Cloud Service to whom Customer, directly or indirectly, granted access to the Cloud Service, including Customer’s employees and subcontractors using the Cloud Service on behalf of Customer.
“Beta Services” means any test, alpha, beta, free and trial versions of the Cloud Service.
“Cloud Service” means Couchbase’s database as a service offering that includes (i) the Cloud Control Plane, (ii) the Couchbase Software as deployed in Customer’s Cloud Environment and any successor services (including web services), (iii) Data Plane, and (iv) Support as ordered by Customer via an Order.
“Clusters” mean any Couchbase-managed database deployments.
“Cloud Control Plane” means the software of the Cloud Service that manages the Data Plane, including the user interface of the Cloud Service.
“Couchbase Software” means Couchbase’s database management software program(s) provided as part of the Cloud Service.
“Customer Cloud Environment” means Customer’s cloud environment provided by a third-party cloud services provider into which the Cloud Service deploy the Data Plane.
“Couchbase Capella Credit” means a unit of database processing capability consumed to use the Cloud Service.
“Couchbase Capella Consumption Rate” means the rate displayed in the Cloud Control Plane at which Couchbase measures Customer’s usage of Couchbase Capella Credits (prepaid or pay-as-you-go).
“Customer Content” means all content or data provided by or on behalf of Customer or Authorized Users by or through the Cloud Service.
“Data Plane” means the components of the Cloud Service that are deployed into the Customer Cloud Environment to manage the Couchbase Software.
“DPA” means Couchbase’s Data Processing Addendum attached hereto in Exhibit A.
“Deliverables” means reports and other deliverables Couchbase may design, develop for, or deliver to Customer during the course of providing Professional Services.
“Documentation” means any technical documentation provided by Couchbase related to the Cloud Service.
“Fees” means the sums or fees (i) specified on the applicable Order or SOW for Cloud Service and/or Professional Service, (ii) accrued through Customer’s usage of On-Demand Couchbase Capella Credits, or (iii) any other fees or charges payable to Couchbase under this Agreement.
“Feedback” means any data, feedback or information that Customer makes available to Couchbase or that Couchbase derives or generates from Customer’s use of the Cloud Service or the Documentation.
“Order” means a transaction document (such as a signed sales quote) identifying Customer’s subscription for prepaid Couchbase Capella Credits, On-Demand Couchbase Capella Credits, and/or Professional Service, if applicable, along with the applicable Fees and subscription term(s), if any.
“Professional Services” means any training, consulting services, and Deliverables resulting from such services as expressly identified in the applicable Order or SOW, provided by Couchbase to Customer, using commercially reasonable efforts.
“Registration Information” means a username, password and other login credentials.
“Service Level Agreement” means the then-current Couchbase Capella Service Availability document available at https://www.couchbase.com/CloudSLA06292020, as updated from time to time.
“Subscription Term” means the subscription period set forth in an Order up to and inclusive of any expiration date or, if no period is specified, then the twelve (12) month period starting from the Order effective date.
“Support” means the technical support and maintenance services as described in the then-current Couchbase support policy (available at https://www.couchbase.com/support-policy/cloud), as updated from time to time.
“SOW” means a statement of work identifying and describing the Professional Services purchased by Customer and entered into between Couchbase and Customer.
“Website” means Couchbase’s website at https://www.couchbase.com. The term “including” means including but not limited to.
2.1.The terms of this Cloud Agreement, any accompanying or future Order or SOW, if any, issued under this Cloud Agreement, and the DPA, if applicable (collectively, referred to herein as, the “Agreement“) govern Customer’s access to and use of the Cloud Service provided by Couchbase.
2.2.The terms of this Cloud Agreement, together with all Orders, SOWs, if any, and the DPA, if applicable, shall govern the relationship between Couchbase and Customer, except as set forth herein. In the event of any conflict between this Cloud Agreement or an Order, and/or the DPA, if applicable, the following order of precedence will apply (in descending order): (1) the DPA with respect to the processing of personal data, (2) an Order or a SOW, and (3) the Cloud Agreement, only with respect to such conflict.
3. Access and Use the Cloud Service.
3.1. Subject to Customer’s compliance with the terms and conditions of the Agreement, Couchbase hereby grants to Customer, and its Authorized Users a limited, non-exclusive, revocable, non-transferable and non-sublicensable, non-assignable, right to access and use the Cloud Service and the Documentation solely for Customers and its Affiliate(s) (if such Affiliate(s) are authorized in an Order), own internal use if explicitly agreed between the parties in an Order. This right includes a limited, non-exclusive, revocable, non-transferable, non-sublicensable and non-assignable license to use the Couchbase Software that is deployed in Customer’s Cloud Environment as part of the Cloud Service solely for Customers and its Affiliate(s) (if such Affiliate(s) are authorized in the Order) own internal use, limited to the use with the Cloud Service, and subject to Customer’s compliance with the terms and conditions of this Agreement.
3.2. Use of the Cloud Service requires Customer and/or its Authorized Users to each create a user account, which may require Customer and Authorized Users to provide certain Registration Information. Customer is and shall remain responsible and liable for all activities that occur under Customer’s and Authorized Users’ Registration Information or as a result of Customer’s or Authorized Users’ access to the Cloud Service and shall notify Couchbase immediately of any unauthorized use. Customer shall ensure that its Authorized Users comply with all terms and conditions of this Agreement and is responsible and liable to Couchbase for any breach of this Agreement by any Authorized User.
3.3. The Cloud Service licensed shall be for the most current release of the Cloud Service. Customer acknowledges that Couchbase, in its sole discretion, may make improvements, changes and updates to the Cloud Service and the Documentation at any time.
4. Customer Restrictions.
4.1. Customer shall not, shall not attempt to, or permit any third party (including any Authorized User) to:
(a) access or use the Cloud Service and/or Documentation in any manner except as expressly permitted in this Agreement;
(b) copy or create derivative works of the Cloud Service and/or Documentation, or transfer, sell, rent, lease, lend, distribute, resell, sublicense, market, assign, publish, download, disclose or otherwise make available any part of the Cloud Service (including Cloud Service Credits) and/or Documentation to any third party;
(c) circumvent, interfere with or endanger the operation or security of the Cloud Service and/or Documentation, including any measures designed to monitor or prevent use of the Cloud Service in contravention of this Agreement;
(d) conduct penetration or performance tests of the Cloud Service;
(e) access or use the Cloud Service to provide services to third parties (such as for 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 Cloud Service);
(f) access or use the Cloud Service and/or Documentation for the purposes of benchmarking or competitive analysis of the Cloud Service, or developing, using, providing, or supporting products or services competitive to Couchbase;
(g) alter, modify, adapt, translate, enhance, reverse engineer, disassemble, decompile or prepare any derivative work from or of the Cloud Service or Documentation, or otherwise derive or determine or attempt to derive or determine the source code or other proprietary information or trade secrets from the Cloud Service or Documentation except where prohibited;
(h) remove, delete, efface, obscure or otherwise alter any Couchbase proprietary notices, trademarks, warranties or disclaimers in or relating to the Cloud Service or Documentation;
(i) access or use the Cloud Service or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property rights or other rights of any person or entity, or that violates any applicable law, including the disclosure or transmission of content or data contained in the Cloud Service or Documentation in such a manner or for such a purpose; or
(j) revoke or otherwise limit Couchbase’s access to the Customers Cloud Environment (including any Cluster(s)) or do anything else to limit Couchbase’s ability to monitor Customer’s Cluster(s) or otherwise provide the Cloud Service.
5.Couchbase and Customer Shared Obligations.
5.1. General. The parties acknowledge that (i) the Cloud Service is implemented in a manner that divides the Cloud Service between the Data Plane deployed in the Customer Cloud Environment and the Cloud Control Plane, and that accordingly each party must undertake certain technical and organizational measures in order to protect the Cloud Service and the Customer Content, (ii) Couchbase does not host the Customer Cloud Environment into which the Data Plane is deployed or the systems in which Customer Content may be stored, and (iii) Couchbase is not responsible for any loss, destruction, alteration, or corruption of Customer Content, except to the extent caused by the gross negligence or willful misconduct of Couchbase.
5.2. Customer Responsibilities. Customer acknowledges and agrees that in order to utilize the Cloud Service, Customer is responsible for: (i) at its sole cost and expense, procuring its Customer Cloud Environment through a third-party cloud services provider, including the provisioning, maintenance, or hosting of the Customer Cloud Environment, (ii) protecting the confidentiality and security of all Registration Information used to access the Cloud Service by Customer or any Authorized User; (iii) implementing and maintaining appropriate technical and security measures to protect Customer Content against unauthorized or unlawful processing, and against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access, (iv) properly maintaining and securing the Customer Cloud Environment and any other Customer system connected to the Cloud Service (with such steps to include without limitation the regular rotation of access keys and other industry standard steps to preclude unauthorized access); (iv) not interfering with, and, if necessary, taking steps to enable, updates to the Cloud Service to ensure Customer is using the latest version of the Cloud Service; (v) implementing and maintaining the appropriate configurations of the Cloud Service to enable the backup services and disaster recovery features of the Cloud Service required for purposes of recovering Customer Content; and (vi) notifying Couchbase immediately if Customer believes there has been unauthorized access to or activity with respect to the Customer Cloud Environment or Cloud Service.
5.3. Couchbase Responsibilities. Couchbase acknowledges and agrees that, as between the parties and except to the extent caused by the action or intentional or negligent inaction of Customer or Customer’s Authorized Users, including without limitation any customizations or configurations of the Cloud Service by Customer or anything specified to be Customer’s responsibility in Section 5.2 above, Couchbase is primarily responsible for (i) the operation of the Cloud Control Plane (including the user interface of the Cloud Service), and (ii) implementing reasonable technical and organizational measures to protect the security of the foregoing.
6. Customer Content.
6.1. Customer hereby grants to Couchbase a limited, non-exclusive, royalty-free, worldwide right and license to use, display, host, copy, process and transmit any and all Customer Content to provide and improve the Cloud Service in accordance with this Agreement. Except with respect to any Free Trial, the terms of the DPA are hereby incorporated by reference and shall apply to the extent Customer Content includes Personal Data, as defined in the DPA.
6.2. Customer represents and warrants and shall ensure that it has the right to provide the above right and license and that neither the Customer Content itself nor its use by Couchbase for purposes of this Agreement shall violate any applicable law or infringe, misappropriate or otherwise violate any rights of any third party, including intellectual property rights, privacy rights and other rights under contract or law.
6.3. Customer represents and warrants that it shall not transmit to Couchbase, in connection with the Cloud Services, any Customer Content that includes any Personal Data that constitutes: (a) employment, genetic, biometric or health information (including “protected health information” as defined under the Health Insurance Portability and Accountability Act) or similar laws; (b) “personal information” about individuals under the age of thirteen (13) as such term is defined under the Children’s Online Privacy Protection Act or similar law; (c) government issued identification numbers, including social security numbers, driver’s license numbers and other state-issued identification numbers; (d) cardholder or sensitive authentication data, as those terms are defined in the Payment Card Industry Data Security Standards, or financial account information, including bank account numbers (other than such data necessary to pay for any amounts payable to Couchbase in connection with the Cloud Services); (e) the combination of a username or email address along with a password or security question and answer that would permit access to an online account (except for Registration Information); (f) racial, ethnic, political or religious affiliation, trade union membership, or information about sexual life or sexual orientation; (g) personal data relating to criminal history; or (h) any other information or combinations of information that falls within the definition of “special categories of data” under European Data Protection Laws or any other Applicable Data Protection Laws. If any such Customer Content is inadvertently transmitted to Couchbase, Customer acknowledges and agrees that it shall cooperate with Couchbase to securely delete such Customer Content.
7. Professional Services.
7.1 The parties may agree Couchbase to provide Professional Services to Customer, which shall be set forth in a SOW signed by both parties. Couchbase will render the Professional Services in a professional and workmanlike manner in accordance with the terms and conditions of this Cloud Agreement and the applicable Order or SOW.
7.2 Unless explicitly set forth in an Order or SOW, any Professional Services purchased under this Agreement shall expire upon the end of the Subscription Term. Any unused Professional Services after the end of the Subscription Term 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 this 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.
8. Support and Service Levels.
8.1 Except for any Beta Service, Couchbase will (i) provide Customer with the level of Support selected by Customer through the Cloud Control Plane and paid for by Customer and (ii) will use commercially reasonable efforts to meet or exceed the service levels set forth in the Service Level Agreement. For prepaid Couchbase Capella Credit subscriptions, Support, if purchased by Customer, expires at the earlier of the consumption or expiration of the prepaid Couchbase Capella Credits. For On-Demand Couchbase Capella Credits, Support, if purchased by Customer, expires upon termination of the On-Demand Couchbase Capella Credits in accordance with Section 17.3 below.
9. Beta Services.
9.1. From time to time and at Couchbase’s sole discretion, Couchbase may invite Customer in a separate writing, such as an Order, to participate in certain Beta Services at no additional charge. Customer may elect to participate in such Beta Services trials in its sole discretion, provided that Customer agrees to the restrictions generally applicable to the Cloud Service under this Agreement and any requirements set forth by Couchbase regarding the particular Beta Services. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of one year from the trial start date or the date that a version of the Beta Services becomes generally available without the applicable Beta Services designation. Couchbase may discontinue Beta Services at any time in its sole discretion and is under no obligation to make such Beta Services generally available.
9.2. Notwithstanding anything to the contrary in the Agreement, Customer acknowledges and agrees to the following with respect to any Beta Services it elects to use: (a) The rights granted to Customer with respect to the Beta Services are revocable and terminable at any time in Couchbase’s sole and absolute discretion. Couchbase may withdraw or discontinue the Beta Services at any time; (b) The Beta Services are provided exclusive of any Service Level Agreement, Support and related service levels, warranties, servicing obligations (including any updates, patches, enhancement or fixes described in Documentation or on the Website), or any obligation to provide other services with respect to the Beta Services whatsoever under this Agreement or otherwise. Any references to support, updates, patches, enhancements, fixes or service levels (or similar) in any Documentation or any Couchbase website or marketing materials do not apply to the Beta Services; (c) Couchbase may make changes to the Beta Services at any time without providing any notice to Customer; and (d) Couchbase, any of its Affiliates’ or licensors (collectively, the “Couchbase Parties”) will have no liability for any harm or damage arising out of or in connection with a Beta Services.
10. Proprietary Rights.
10.1. Couchbase and its licensors retain all right, title and interest in and to the Cloud Service (including the Couchbase Software and any and all improvements, enhancements or modifications thereto), all the Documentation and Professional Services, including all intellectual property rights therein, and nothing in this Agreement will be construed as conferring by implication, acquiescence, estoppel, or otherwise, any license or other right upon Customer.
10.2. The Cloud Service may include third-party open source software components and such third-party 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 file, Documentation or materials accompanying the Cloud Service.
10.3. Except as expressly stated in Section 6, Customer retains all right, title and interest in and to the Customer Content, including all intellectual property rights therein.
10.4. Couchbase may use any Feedback and Customer hereby grants Couchbase a royalty-free, fully paid-up, non-exclusive, transferable, sublicensable, perpetual, irrevocable license to use, copy, modify, make derivative works of, distribute, perform and display any Feedback for any purpose, including to improve and develop the Cloud Service and the Documentation.
10.5. 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.
11. Fees, Payment Terms and Taxes.
11.1. Fees. Customer may subscribe to the Cloud Service via an Order or other methods made available by Couchbase and shall pay Couchbase the applicable Fees in accordance with this Section 11.
11.2. Couchbase Capella Credits and On-Demand Couchbase Capella Credit Fees.
(a) Usage Rate. The Couchbase Capella Credits shall be consumed, and the On-Demand Couchbase Capella Credits shall be accrued and billed, respectively, based on Customer’s usage and at the then-current Couchbase Capella Consumption Rate. Couchbase shall monitor and provide daily reporting on Customer’s usage of Couchbase Capella Credits to Customer via the Cloud Control Plane. Couchbase may increase the Couchbase Capella Consumption Rate by giving Customer at least thirty (30) days’ prior notice via any reasonable means, such as email notice, or a notice published on the Cloud Control Plane or the Website.
(b) Prepaid Couchbase Capella Credits. Except as explicitly stated otherwise in an Order, Fees for prepaid Couchbase Capella Credits purchased are non-cancelable, non-refundable and payable annually upfront in accordance with Section 11.3. For multi-year deals, (i) Customer shall have remitted (and Couchbase shall have received) payment of the applicable annual Fees on or before the Subscription Term anniversary, and (ii) only the Couchbase Capella Credits designated for the applicable Subscription Term shall be available for use by Customer in such Subscription Term (i.e. prepaid Couchbase Capella Credits purchased for the following Subscription Term may not be pulled forward for use during the current Subscription Term). Any unused prepaid Couchbase Capella Credits purchased shall expire at the end of the applicable Subscription Term and shall be forfeited by Customer with no refunds or credits of any kind.
(c) On-Demand Couchbase Capella Credits. Where Customer (i) subscribes to use the Cloud Service on a pay-as-you-go basis without purchasing prepaid Couchbase Capella Credits (in which case the subscription shall start on the start date of the Order), or (ii) continues to use a Cluster (or Clusters) in the Cloud Service for which Customer’s prepaid Couchbase Capella Credits designated for such Cluster(s) during the applicable Subscription Term have all been depleted or have expired, then Customer will be deemed to be using Couchbase Capella Credits on a pay-as-you-go basis (“On-Demand Couchbase Capella Credits”). Fees for On-Demand Couchbase Capella Credits accrue automatically upon usage and are payable monthly in arrears, in accordance with Section 11.3. The On-Demand Couchbase Capella Credit Fees shall be automatically charged to Customer and calculated based on (i) Couchbase’s then-current Couchbase Capella Consumption Rate, (ii) the then-current Fee for each On-Demand Couchbase Capella Credit, and (iii) Customer’s usage. Fees paid or payable for consumed On-Demand Couchbase Capella Credits are non-cancelable and non-refundable. Couchbase may increase the Fees payable for each On-Demand Couchbase Capella Credit by giving impacted Customers at least thirty (30) days’ prior notice via any reasonable means, such as email, or a notice published on the Cloud Control Plane or the Website.
11.3. Payment Terms. Unless otherwise stated in the applicable Order or SOW, all payments of Fees under this Agreement shall be in USD and paid using one of the payment methods supported by Couchbase. Couchbase may issue invoices to Customer via email or in the form accessible via the Cloud Control Plane. Couchbase is not required to send invoices to any other billing or invoicing portal. Unless otherwise stated in the applicable Order or SOW, Customer shall pay for all invoices issued by Couchbase to Customer under this Agreement within thirty (30) days of the date of the invoice, even if such invoice does not provide a Customer purchase order number. For invoiced amounts, late payments may, in Couchbase’s discretion, bear interest at the lesser of one and one half percent (1½%) per month or the maximum rate allowed by applicable law, and Customer shall reimburse Couchbase for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any overdue amounts. All amounts paid and payable b