Master Partner Agreement

Last updated: November 4, 2025

This Master Partner Agreement (the “Agreement”) governs your participation in the Couchbase PartnerEngage Program and sets forth the terms under which you (“Partner”) may engage with Couchbase, Inc. (“Couchbase”) in one or more partnering activities. This Agreement is effective as of the date you first (i) accept an Order that references these terms; or (ii) register for the PartnerEngage Program, whichever occurs earliest (“Effective Date”).

If you are entering into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind such entity to this Agreement.

By participating in the Couchbase PartnerEngage Program, you acknowledge that you have read, understood, and agree to be bound by this Agreement.

1. DEFINITIONS.

1.1. “Application Packaged” means distributed with the Partner Product for separate installation or use by Clients; when applied to the Software, it means the Software is bundled with the Partner Product but remains a distinct component that Clients may install or run alongside the Partner Product.

1.2. “Client” means a third party end-user who has executed a written agreement with Partner (“Client Agreement”) for Couchbase Offerings or other products or services offered by Partner.

1.3. “Cloud Service” means the Couchbase Capella database-as-a-service and related cloud service functionalities and offerings made available under this Agreement.

1.4. “Couchbase Offerings” means the Cloud Service, Software, and Professional Services.

1.5. “Cross-Data Center Replication” means an asynchronous data replication system, involving replicating active data to multiple, geographically diverse data-centers or data repositories.

1.6. “Deployment” means all Licensed Nodes and Licensed Devices within a particular workload or application.

1.7. “Documentation” means  technical documentation provided by Couchbase related to the applicable Products.

1.8. “Embedded” means incorporated into and executed as part of the Partner Product in object code form; when applied to the Software, it means the Software is built into the Partner Product’s functionality and not installed or run separately by Clients.

1.9. “Fees” means the fees and charges (i) specified in an applicable Order, (ii) accrued through usage of the Cloud Service, or (iii) otherwise payable to Couchbase under the Agreement.

1.10. “Intellectual Property Right” means all intellectual, industrial, and proprietary rights of any kind, whether registered or unregistered, including patents and patent applications, copyrights and moral rights, trademarks, service marks, trade names, trade dress, logos, designs, slogans, domain names, trade secrets, know-how, proprietary processes, formulae, algorithms, software, databases, and other intangible rights of a similar nature, together with all applications, registrations, continuations, renewals, and extensions thereof, whether existing now or arising in the future and whether created before or after the Effective Date.

1.11. “Lead Referral Revenue” means payments actually received by Couchbase from a Commissionable Lead for commissionable products ordered during the six (6) months from the first Order date between Couchbase and the Commissionable Lead, provided the Order date falls within six (6) months of Partner’s Registration Form submission for that Commissionable Lead (unless Couchbase extends this period in writing); otherwise, no commission is payable. Payments are net of taxes, write-offs, refunds, or chargebacks. Lead Referral Revenue excludes (i) amounts for renewals; (ii) amounts for non-commissionable products or services as of the relevant Referral Confirmation; and (iii) amounts owed but not received by Couchbase.

1.12. “Licensed Device” means a unique device (such as a mobile device, laptop, or IoT device) that stores data locally using the “Couchbase Lite” or “Edge Server” product during a rolling thirty (30) day period.

1.13. “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).

1.14. “Managed Services” means outsourced managed services, cloud management platform services, migration planning, application modernization, operational management and any other services Customer provides to its Clients as part of its use of the Software.

1.15. “Order” means a transaction document (such as an order form or statement of work) identifying entitlements for the Couchbase Offerings, along with applicable Fees and term(s), signed by both Parties or accepted by Partner through an authorized third-party platform.

1.16. “PartnerEngage Program” means Couchbase’s partner program, as described on the Couchbase Partner Portal, accessible https://www.couchbase.com/partners/partner-with-couchbase/.

1.17. “Partner Product” means any software product developed by Partner and identified in the applicable Order, provided that: (a) the software product does not compete with the Software or any other Couchbase software; and (b) the software product adds significant and primary additional functionalities to the Software.

1.18. “Privacy Policy” means the policy available at https://www.couchbase.com/privacy-policy (or any successor location), as updated from time to time.

1.19. “Product” means the Cloud Service, Software, and/or other offerings (i) as set forth in an Order; or (ii) as otherwise made available to Partner under the Agreement, and their respective related technologies.

1.20. “Professional Services” means consulting, training, and other services, and any resulting reports, materials, or other deliverables, provided by Couchbase under the applicable Order or SOW.

1.21. “Program Referral Percentage” means the commission rate payable by Couchbase to Partner on Lead Referral Revenue, as specified in the PartnerEngage Program at the time of the Registration Form submission.

1.22. “Software” means the Couchbase Enterprise Edition Software and related self-managed products made available to Partner under this Agreement.

1.23. “SOW” means a statement of work  identifying and describing the Professional Services purchased by Partner and entered into between Couchbase and Partner.

1.24. “Subscription Term” means the period specified in the applicable Order during which (i) the Software license is effective, (ii) Cloud Service access and use entitlements remain available, and/or (iii) Professional Services are provided, ending on the expiration date. If no period is specified, the Subscription Term defaults to twelve (12) months from the Order effective date.

1.25. “Support” means technical support services for the applicable Couchbase Product as described in the then-current Couchbase support policies, at https://www.couchbase.com/support-policy, as updated from time to time.

1.26. “Support Level” means the level(s) of technical support and maintenance services, each defined as follows:

• 1.25.1. “First Level Support” means initial support level responsible for triaging incoming issues, taking initial calls from Clients, providing general product information, providing support for routine, short duration installation and usage questions, and performing simple diagnostics and gathering relevant information by analyzing symptoms to identify which subsystem is experiencing a problem.
• 1.25.2. “Second Level Support” means intermediate support level, such as responding to questions requiring knowledge of fundamental NoSQL concepts, troubleshooting and resolving basic problems with Software, triage characterizing and diagnosing problems with the Software, and establishing a clear case for Third Level Support escalation with supporting material.
• 1.25.3. “Third Level Support” means to answer questions requiring deep technical expertise in the Software raised by First or Second Level Support personnel, diagnose and resolve issues escalated by First or Second Level Support personnel, and engage and actively work with Fourth Level Support personnel to resolve critical issues.
• 1.25.4. “Fourth Level Support” means engineering/product development support in troubleshooting and determining root cause to severity 1/ production outage issues and being able to address critical severity 1/ production outage issues that may require a Software code change.

1.26. “Territory” means a specific geographic area as identified in the Partner Application available at https://www.couchbase.com/partners/partner-with-couchbase/.
1.27. “Third Party Products” means products, components, files, programs, databases, content sources or other materials developed and owned by third parties.
1.28. “Updates” means updates, upgrades, bug fixes, patches, or other feature changes, which may alter or remove functionality of the Software. All Updates are part of the Software under this Agreement.

The term “including” means including but not limited to.

2. RIGHTS GRANTED AND LICENSE RESTRICTIONS

2.1. General License. Subject to this Agreement and applicable Orders, Couchbase grants Partner a revocable, non-exclusive, non-transferable, non-sublicensable license to:

1. use the Product for demonstration purposes,
2. Embed in or Application Package the Product with Partner Product (if applicable) in accordance with Section 2.2; and
3. resell the Couchbase Offerings within the Territory.
4. use the Product to provide Managed Services to Clients within the Territory and in accordance with the applicable Order.

Use of the Product requires a current, paid subscription for all environments (including, testing, quality assurance, production, backup, and disaster recovery environments), unless it is a development-only Deployment for Partner’s internal use only, and not for resale or distribution to end clients. Support or other services requested for any environment require a paid subscription.

2.2 Embedded and Application Packaged Software. Partner may install the Software via Couchbase’s website (https://www.couchbase.com) and, if specified in an Order, may:

1. develop the Partner Product using the Software;
2. Embed or Application Package the Software with the Partner Product;
3. reproduce the Software in object code form and Documentation as needed in accordance with the licenses granted under this Section 2.2;
4. make a single backup copy of the Software and Documentation;
5. use the Software internally for testing solely with the Partner Product; and
6. resell the Embedded or Application Packaged Software as part of the Partner Product to Clients for Client’s internal use only, within the licensed scope and quantity.

All rights apply solely to the Partner Product identified in the applicable Order; a separate Order is required for each unique Partner Product. Any other tool or SDK from Couchbase’s website shall be governed solely by this Agreement, which prevails over any Couchbase website terms.

2.3 Tools, Connectors, and Third Party Products. Where certain Couchbase components (i.e., components developed and owned by Couchbase)  interface with or connect to Third Party Products, Partner and Clients must comply with any applicable third party license terms that Third Party Products may be subject to. Couchbase does not own, control or license such Third Party Products. As such, Couchbase shall have no responsibility or liability whatsoever for (i) the confidentiality, security, and integrity of any content or data Partner and/or Client choose(s) to transfer to any Third Party Products; nor (ii) the installation, operation, or support functionality of, or otherwise related to or arising out of, any Third Party Products.

2.4 Partner agrees to use Couchbase Offerings only to the extent expressly allowed in this Agreement and applicable Documentation, and to devote reasonable efforts to promote the Couchbase Offerings.

2.5 Couchbase retains all rights, title, and interest in the Couchbase Offerings and Documentation (including the source code, any modifications, improvements, enhancements or derivatives thereto), and all Documentation and Professional Services (including associated deliverables), including intellectual property. Partner retains rights in its own Partner Products. Clients may only use modules specifically listed in an Order. 

2.6 Couchbase reserves the right to modify or discontinue its PartnerEngage Program or Couchbase Offerings with three (3) months’ prior written notice. Couchbase reserves the right to sell the Couchbase Offerings directly and bill customers accordingly. In case of a channel conflict, both Parties will cooperate in good faith to reach a mutually agreeable resolution.  

2.7 Partner shall not, and shall not allow any third party to:

1. alter, modify, adapt, translate, enhance, reverse engineer, decompile, disassemble, or create derivative works of the Product or Documentation;
2. derive or attempt to derive the source code, underlying ideas, or trade secrets of the Product;
3. transfer, sell, lease, lend, disclose, sublicense, or use the Product for timesharing, service bureau, or similar purposes;
4. use, copy, or provide access to the Product or Documentation for the benefit of any third party;
5. claim or acquire any right, title, or interest in the Couchbase Offerings or Documentation beyond the license expressly granted;
6. remove, obscure, or alter any proprietary notices, trademarks, warranties or disclaimers relating to the Product or Documentation;
7. access or use the Couchbase Offerings or Documentation in violation of Intellectual Property Rights or applicable law, including unlawful content or data use or disclosure;
8. conduct penetration testing, performance testing, or benchmarking, or use the Product for competitive analysis or to develop or provide a competing product or service;
9. restrict or interfere with Couchbase’s access, monitoring, or provision of the Cloud Service;
10. bypass, disable, or breach any security or usage-control measures;
11. resell the Product bundled with non-Partner Products, reassign Licensed Nodes or Licensed Devices across products or projects, or host (or offer to host) any instance of the Software for third parties.

 

3. FEES AND PAYMENTS

3.1 Partner will pay Couchbase the Fees specified in each Order or SOW. Unless otherwise stated, all Fees are due within thirty (30) days of invoice and are non-refundable. Partner remains responsible for payment of Fees to Couchbase, regardless of whether Client pays Partner. Couchbase may change its Fees with ninety (90) days written notice to Partner. Partner may set its own pricing for Clients. Late payments will incur interest at the lesser of one and one-half percent (1 ½%) per month or the maximum rate allowed by applicable law. Partner will reimburse Couchbase for all reasonable costs and expenses (including reasonable attorneys’ fees) of collecting overdue amounts. Upon expiration or termination of this Agreement, all outstanding amounts become immediately due.

3.2  If Partner issues a purchase order (“PO”), it is considered a binding offer, which Couchbase may accept at its  discretion. Only the commercial details (i.e., product, Client, quantity (including number of Licensed Nodes and/or Licensed Devices), price, server size metric, Support Level, Subscription Start and End Date, and Professional Services description) in an accepted PO will apply; any other term on the PO are void,even if signed. All accepted POs are governed by this Agreement.

3.3 All Fees are exclusive of taxes, duties, or similar charges, including, without limitation, VAT, GST, sales, excise, service, and gross receipts tax (collectively, the “Transaction Taxes”), which Partner agrees to pay within thirty (30) days of receiving an invoice or other notification from Couchbase, unless Partner provides an applicable exemption or direct payment certificate. Partner shall provide Couchbase with information necessary to determine Couchbase’s tax collection obligations. All payments must be made free of withholding or deduction. If withholding is legally required, Partner must gross up the payment to Couchbase so that Couchbase receives the full invoiced amount. Couchbase will provide tax forms as needed to minimize tax withholdings. Partner shall cooperate with Couchbase to minimize taxes where legally permitted, including by applying for reduced rates or exemptions, and shall provide original or certified copies of documentation of any tax payments upon request. 

4. ORDERS

4.1 Partner may register sales opportunities with Couchbase. An opportunity becomes an approved Order only upon mutual written agreement signed by both Parties.

4.2 Any change to an approved Order requires repeat approval under Section 4.1. Failure to comply gives Couchbase the right, but not the obligation, to terminate the Agreement immediately. A waiver of this right in one instance does not waive it in others.

4.3 Upon request, Partner shall promptly provide complete and accurate written information about prospective Clients and Partner Products for Couchbase’s prior written approval. This includes Client’s name, address, distribution date, intended Software use, and support details. Partner must promptly update Couchbase in writing of any change. Partner represents and warrants that all information provided is, and will remain, complete and accurate. 

5. DELIVERY, SUPPORT AND PROFESSIONAL SERVICES

5.1 Delivery. The Product is delivered electronically upon execution of the Order. Couchbase has no shipment obligations.

5.2 Software Support. Couchbase will provide Support to Client as specified in the Order. All Licensed Nodes and Licensed Devices in a Deployment, including disaster recovery or backup nodes, must be at the same Support level. Each Deployment may have a different Support level. Development and test environments must also maintain consistent Support levels, which may be at a different support level from the Deployments. Couchbase may update the Support policy from time to time, provided changes do not materially and adversely affect existing subscriptions.

5.3 Partner Product Support. For Partner Products, Partner shall provide First and Second Level Support to Client. Couchbase shall use commercially reasonable efforts to provide higher-level support to Partner (i.e., Third and Fourth Level Supports). All Licensed Nodes and Devices using the Cross-Data Center Replication feature must be at the same Support level, including if one side of the connection is only used for disaster recovery or backup. Couchbase may provide Updates, which Partner shall promptly install; failure to install them may impair functionality. Partner is solely responsible for Client support for Partner Products and must notify Couchbase of any complaints.

5.4 Cloud Service. Use of the Cloud Service requires user account registration for Client and Partner. Couchbase will provide Support per the service plan selected by Client or specified in the Order. 

5.5 Professional Services. Couchbase may provide certain Professional Services to Partner or for resell to Clients as described in an Order or SOW. Professional Services will be performed in a professional and workmanlike manner. Partner shall pay Fees as stated in the applicable Order or SOW. Professional Services are deemed accepted upon delivery unless otherwise stated in an Order or SOW. Couchbase may use  subcontractors but remains responsible for their compliance with this Agreement. Unless otherwise stated in an Order or SOW, unused Professional Services expire at the end of the Subscription Term without refund. For postpaid Professional Services, Couchbase will issue a final invoice for unused Professional Services. Partner shall reimburse Couchbase for reasonable travel and incidental expenses related to on-site Professional Services, upon invoice.

6. CLIENT AGREEMENT

6.1 Partner shall contract with Clients using its standard agreement, provided each Client Agreement contains terms that:

1. restrict use of the Couchbase Offerings and Support as set forth in Sections 2 and 5 of this Agreement and the applicable Order or SOW;
2. prohibit (i) transfer (except temporary transfer due to hardware failure); (ii) assignment, timesharing and rental ; (iii) transfer of title; (iv) reverse engineering, disassembly, decompilation, or source code access; and (v) duplication beyond one backup copy;
3. disclaim Couchbase’s liability, to the extent permitted by law, for all damages arising from Client use of Couchbase Offerings;
4. require Clients to cease use and return or destroy all copies of the Product and Documentation upon termination;
5. require compliance with all applicable international and domestic export and economic sanctions laws or regulations, including those of the United States of America, to ensure that neither the Couchbase Offerings nor any direct product thereof are exported, directly or indirectly, in violation of such laws or regulations;
6. designate Couchbase as a third-party beneficiary of this Section 6;
7. maintain complete and accurate records of activities under the Client Agreement to verify compliance; and
8. for the Cloud Service, require Client registration, creation of  a Cloud Service user account, and acceptance of Couchbase’s Cloud Service terms. Partner shall use reasonable and technical means to enforce these terms. If Partner knows or should know of an unauthorized Client use, it must immediately notify the Client and, if unresolved, terminate the Client’s sublicenses and/or access.  Partner will indemnify Couchbase for any failure to include the above terms in Client Agreements and for any misrepresentation by Partner or its agents about Couchbase Offerings, Documentation, and Support, that materially deviates  from Couchbase’s own representations or warranties.  Third-party software delivered with the Software may only be used in conjunction with Partner’s or Client’s licensed use of the Software.

6.2 Partner shall:

1. enforce Client Agreements and promptly notify Couchbase of any Client breach;
2. maintain records of Client Agreements and related distribution details (Client name, address, date of distribution and offerings provided); and
3. (c) provide Couchbase access to such records upon request.

7. INFRINGEMENT INDEMNITY

7.1 Partner indemnification. Partner shall indemnify, defend, and hold harmless Couchbase, its Affiliates, and licensors (collectively, the “Couchbase Parties”) from any damages, costs, or liability arising from:

1. infringement or misappropriation of Intellectual Property Rights by the Partner Product, or by any combination of the Software/Documentation with the Partner Product, Partner data, or Partner content;
2. any use or inability to use the Software by Partner or any third party obtaining access through Partner; or
3. any breach of this Agreement by Partner.

Indemnification is conditioned on Couchbase: (i) promptly notifying Partner of the claim; (ii) providing necessary information and cooperation; (iii) granting Partner exclusive control of defense and settlement; and (iv) refraining from admissions of liability.

7.2 Couchbase Indemnification. Subject to Section 7.3 and 7.4, Couchbase will defend or settle any third party claim against Partner that the non-open source components of the Couchbase Offerings (when used as documented) infringe a U.S. patent, copyright, trade secret, or other intellectual proprietary right (“IP Claim”), provided Partner:

1. promptly notifies Couchbase in writing;
2. allows Couchbase full control of the defense or settlement; and
3. reasonably cooperates with Couchbase.

Couchbase will pay any final judgement or settlement it approves in writing.

7.3 Couchbase remedies. If an IP Claim arises, Couchbase may, at its discretion: (i) obtain the right for continued use; (ii)  replace or modify the Couchbase Offering to make it non-infringing; or (iii) terminate the affected license or subscription and refund any prepaid, unused fees on a pro-rated basis.

7.4 Limitations. Couchbase is not liable for IP Claims resulting from:

1. combination with third party products, services, or data;
2. modification by any party other than Couchbase;(c) continued infringing use after notice or availability of a workaround;
3. use not in accordance with the Agreement, Orders, SOW or Documentation;
4. Couchbase’s modifications of the Couchbase Offerings in compliance with Partner’s specifications;
5. third-party open source components;
6. use of outdated versions if the current version avoids the claim and is offered at no additional cost.

Partner shall indemnify Couchbase for any claim arising from this Section 7.4 in the same manner as provided above.

8. LIMITED WARRANTIES AND DISCLAIMERS

EXCEPT FOR ANY EXPRESS WARRANTIES PROVIDED BY COUCHBASE, THE COUCHBASE OFFERINGS AND DOCUMENTATION ARE PROVIDED “AS IS,” WITHOUT ANY WARRANTY WHATSOEVER. THE COUCHBASE PARTIES DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COUCHBASE DOES NOT WARRANT THAT THE COUCHBASE OFFERINGS OR DOCUMENTATION, OR ANY PORTION THEREOF, WILL BE ERROR FREE OR UNINTERRUPTED.

9. LIMITATION OF LIABILITY

9.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL: (i) EITHER PARTY (NOR COUCHBASE’S THIRD PARTY PROVIDERS) BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION ARISING OUT OF OR RELATED TO THE AGREEMENT, PARTNER OR CLIENT’S INABILITY TO USE THE PRODUCTS, DOCUMENTATION, OR THE PROFESSIONAL SERVICES IN ACCORDANCE WITH AND SUBJECT TO THE AGREEMENT; AND (ii) EITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER FOR ALL LOSSES, CLAIMS AND DAMAGES (EXCEPT FOR FEES OWED UNDER THE AGREEMENT) EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY PARTNER FOR THE APPLICABLE PRODUCT UNDER THE AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE LIABILITY. All limitations and exclusions of liability in the Agreement will apply even if the above stated remedies fail of their essential purpose and regardless of the form or source of claim or loss, whether the claim or loss was foreseeable, and whether the Couchbase Parties have been advised of the possibility of the claim or loss.

10. CONFIDENTIALITY

10.1 Each party (“Recipient”) may receive confidential or proprietary information from the other (“Discloser”) that is marked or reasonably understood to be confidential (“Confidential Information”). Confidential Information includes the terms of this Agreement, pricing, customer or prospect data, and  technical or business information related to Couchbase Offerings, services, or plans. 

Recipient shall:

1. Use Discloser’s Confidential Information solely to perform under this Agreement;
2. Not disclose Confidential Information to any third party without Discloser’s prior written consent (except as required by law); and
3. Protect Confidential Information to the same degree of care as it protects its own, but not less than reasonable care.

Partner shall not disclose results of any Couchbase performance, benchmark, or evaluation tests without prior written approval from Couchbase.

10.2 Confidential Information does not include information that:

1. becomes public through no fault of Recipient;
2. was lawfully known to Recipient before disclosure;
3. is lawfully disclosed by a third party without restriction,  where Recipient was not aware that the information constituted Confidential Information;
4. is independently developed without use of Discloser’s Confidential Information; or
5. must be disclosed by law or legal process, provided Recipient gives prompt notice and cooperates with efforts to limit disclosure.

10.3 Breach of confidentiality may cause irreparable harm. The Discloser is entitled to seek injunctive relief in addition to any other available remedies. 

11. TERM AND TERMINATION

11.1 Unless otherwise stated in an Order, this Agreement is effective as of the Effective Date and will continue until terminated in accordance with this Agreement.

11.2 Either party may terminate this Agreement or an Order:

1. upon thirty (30) days’ written notice of the other Party’s material breach that remains uncured;
2. immediately for bankruptcy, insolvency, or material breach of the confidentiality obligations.

Either party may also terminate this Agreement (but not an active Order) for convenience with thirty (30) days’ written notice. Termination of the Agreement will not affect any active Order, which shall remain in full force and governed by this Agreement until expiry or termination of such Order. 

11.3 Obligations on termination. Upon termination or expiration:

1. Client Agreements in effect as of termination may continue for the remaining Subscription Term under the applicable Order, provided Clients are not in default and Partner continues to pay all amounts due to Couchbase. For this purpose only, Partner may retain one copy of the Software to support such Clients in accordance with Section 5.3 for the remainder of the Subscription Term;
2. Except as in (a), (i) all licenses terminate immediately; (ii) Partner shall cease all use, reproduction, and resale of the Couchbase Offerings and Documentation; and (iii) Partner shall cease representing itself as a Couchbase partner or reseller;
3. Partner shall not renew any Client Agreement without Couchbase’s prior written consent; and
4. Any Client communication or public announcement regarding termination shall be mutually agreed in writing before release.

 

12. PUBLICITY

12.1. Neither Party may use the other’s trademarks, logos, or proprietary designations (each a “Trademark”) without prior written consent, except as permitted under this Agreement.  Neither party shall use or register any mark that is confusingly similar to the other’sTrademarks or combine Trademarks to form a composite mark.   

12.2. Partner grants Couchbase a non-exclusive, royalty-free license to use Partner’s name and logo to identify Partner as a Couchbase partner in marketing materials, press releases, program directories, and on Couchbase websites. Partner will provide necessary artwork upon request. Use will comply with Partner’s trademark guidelines provided in writing.  All goodwill from such use benefits Partner.

12.3. Couchbase grants Partner a non-exclusive, royalty-free license to use Couchbase’s name and the PartnerEngage logo solely during the term of this Agreement to promote Couchbase Offerings. Use must comply with Couchbase’s trademark guidelines (available at https://www.couchbase.com/trademark-policy) or as otherwise provided. Couchbase may revoke this license at any time with written notice.  All goodwill from such use benefits Couchbase. 

12.4. Partner agrees to reasonably cooperate with Couchbase, at Couchbase’s expense, to protect Couchbase’s Trademarks. All license rights grants under Section 12.3 terminate upon expiration of the Agreement. 

13. RECORDS, VERIFICATION AND AUDIT

13.1. Records. Partner shall maintain and ensure its Clients maintain complete and accurate records of activities under this Agreement to verify compliance. 

13.2. Usage Verification. Every three (3) months, or as otherwise agreed, Partner shall submit a usage report certifying Product usage by Clients (e.g., number of Licensed Nodes or Licensed Devices). Reports must follow Couchbase’s instructions and be submitted either as (i) a signed certification or (ii) an automated report using Couchbase-provided tools. Any overuse will be billed at the rates in the Order, or Couchbase’s then-current list price if not specified, and prorated as applicable.

13.3. Audit Rights. Couchbase may audit Partner no more than once every twelve (12) months, upon thirty (30) days’ prior written notice, during regular business hours, and in a manner that does not unreasonably disrupt business to verify that Partner and each Client is in compliance with the terms of this Agreement. Partner and its Clients shall provide access to relevant records. If underpayment is found, Partner shall pay the shortfall within thirty (30) days. If underpayment exceeds five percent (5%) of the Fees for the audited period, Partner shall also reimburse Couchbase’s reasonable audit costs. Audit rights survive for one (1) year after termination of the Agreement.  

13.4. Third Party Auditors. Audits may be conducted by Couchbase or an independent certified public accountant reasonably acceptable to both Parties.  

14. REFERRALS

14.1. Partner may identify and submit potential customer opportunities (“Leads”) to Couchbase using Couchbase’s lead registration form (“Registration Form”). Upon request, Partner will provide additional information and assist Couchbase in engaging the Lead (e.g., introductions, meetings, or calls).

14.2. Couchbase will review each Registration Form and notify Partner by email whether the Lead is accepted or rejected (“Referral Confirmation”). Couchbase may reject a Lead at its sole discretion, including if:

1. the Lead is already a Couchbase customer;
2. A prior submission was made by Partner or a third party;
3. The Lead fails Couchbase’s credit or compliance checks;
4. The Lead is subject to trade restrictions or outside the designated Territory.

14.3. Upon request, Partner will support Couchbase in the sales process with Leads. Couchbase is under no obligation to pursue or sell to any Lead and assumes no liability for doing so.

14.4. This Agreement is non-exclusive. However, once a Lead is accepted as a Commissionable Lead (as defined below), Partner may not refer the same Lead to a direct competitor of Couchbase.

15. COMMISSIONS

15.1. A Lead qualifies as commissionable (“Commissionable Lead”) only if:

1. Partner submitted a complete Registration Form in accordance with Section 14.1; and
2. Couchbase accepted the Lead in writing under Section 14.2.

15.2. If Couchbase receives payment from a Commissionable Lead and Partner complies with all Agreement terms, Couchbase shall pay Partner commission equal to the Program Referral Percentage of Lead Referral Revenue.

For promotional opportunities sourced or influenced by Partner, commission will be:

1. the Program Referral Percentage for sourced deals, and
2. as separately communicated by Couchbase for influenced deals.

Commission (less taxes or other levies) is payable within forty-five (45) days after the end of the calendar quarter in which Couchbase receives payment, provided Partner submits a valid invoice to accounting@couchbase.com.

15.3. Couchbase may change the Program Referral Percentage with thirty (30) days’ prior written notice. Changes apply only to Registration Forms submitted after the notice period.

15.4. Unless terminated for Partner’s breach, Couchbase will continue to pay commission on Lead Referral Revenue received after termination.

15.5. Except as expressly stated in this Section, Partner is not entitled to any other payments, fees, or reimbursements.

16. INDEPENDENT CONTRACTORS

The parties are independent contractors. Nothing in this Agreement creates a legal partnership, agency, joint venture, or employment relationship. Neither party may bind or represent the other. Partner may not make commitments, incur obligations, or speak on behalf of Couchbase. Couchbase is not liable for any actions, agreements, or representations made by Partner.

17. MISCELLANEOUS

17.1. Export Control. Partner acknowledges that the Couchbase Offerings, Documentation, and related technology or services (“Items”) may be subject to U.S. export control laws and regulations. Both Parties represent that they are not listed on any U.S. government denied-party list. Partner agrees to comply with all applicable export and sanctions laws and shall ensure that neither Partner nor any Client:

1. exports, reexports, transfers, or uses such Items in violation of U.S. laws or embargoes;
2. provides access to such Items to (i) individuals or entities on U.S. restricted party lists (i.e., Department of Commerce’s Denied Persons List, Entity List, or U.S. Treasury Department’s list of Specially Designated Nationals), (ii) military end-users or for military end-use, or (iii) those involved in proliferation of weapons of mass destruction.

This obligation survives termination of the Agreement.  

17.2. Non-exclusivity. This Agreement is non-exclusive. Couchbase may contract directly with any Client. Clients may purchase from Couchbase, Partner, or another reseller. Partner agrees not to promote or support the community edition of the Software; any such breach entitles Couchbase to immediately terminate this Agreement and all related Orders.

17.3. U.S. Government Use. If the Product is used by or on behalf of the U.S. Government, such use is subject to the terms of this Agreement. Pursuant to FAR 12.212 (for civilian agencies) and DFARS 227.7202-1 through 227.7202-4 (for Department of Defense agencies), the Product and Documentation are licensed as “commercial computer software” and “commercial computer software documentation.” All U.S. Government end users acquire the Product with only those rights set forth herein.

17.4. Compliance. Each Party shall comply with all applicable laws in performing its obligations, including anti-bribery and anti-corruption laws such as the U.S. Foreign Corrupt Practices Act and the UK Bribery Act. Partner shall also comply with Couchbase’s Code of Conduct for Partners and Suppliers, available at https://www.couchbase.com/code-of-conduct-for-partners-suppliers, as updated from time to time.

17.5. Assignment. Partner may not assign or transfer this Agreement, Orders or SOWs, in whole or in part (including by merger or acquisition) without Couchbase’s prior written consent. 

17.6. Force Majeure. Neither Party shall be liable for delays or failures in performance due to causes beyond its reasonable control, except for payment obligations. 

17.7. Severability and Waiver. If any provision is found unenforceable, that provision shall be enforced to the maximum extent allowed, and the remainder will remain in effect. Failure to enforce any provision shall not waive future enforcement. All waivers must be in writing and signed by both parties.

17.8. Survival. Any provision intended to survive termination of the Agreement will remain in effect thereafter.

17.9. Notices. All notices must be in English and delivered to the designated address by: (i) certified/ registered mail or courier with delivery confirmation; or (ii) email to the address provided by the receiving party.

17.10. Government Law and Venue. This Agreement is governed by the laws of the State of California and applicable federal U.S. laws, excluding conflict of laws rules. The Parties consent to exclusive jurisdiction in the state or federal courts of Santa Clara County, California. The U.N, Convention on Contracts for the International Sale of Goods does not apply. The prevailing party in any dispute shall be entitled to reasonable attorneys’ and expert witnesses’ fees and court costs.

17.11. Entire Agreement and Order of Precedence. This Agreement incorporates the Privacy Policy by reference, together with any Order or SOW governed by this Agreement. This Agreement constitutes the complete and exclusive agreement between the Parties and supersedes all prior agreements and communications. Any conflicting or additional terms in Partner’s purchase orders or other documents are void. In the event of conflict, the Order shall control unless expressly stated otherwise.  Modifications must be in writing and signed by the Parties to be bound.

17.12. Counterparts. This Agreement may be executed in counterparts, each of which is deemed  an original, but all of which together constitute one agreement.