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RegattaDB Developer License Agreement

IMPORTANT – READ CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING REGATTADB (THE “SOFTWARE”). NOTE THE TERM “SOFTWARE” AS USED HEREIN SHALL ALSO INCLUDE INTERNET-BASED AND OTHER DATABASE SERVICES PROVIDED BY REGATTA DATA LTD. (“LICENSOR”) THROUGH THE SOFTWARE (THE “SERVICES”), AND ANY PATCHES, UPDATES, MODIFIED VERSIONS, SERVICE PACKS AND UPGRADES WHICH MAY BE PROVIDED BY THE LICENSOR FROM TIME TO TIME (IF ANY).

BY USING THE SOFTWARE AND/OR SERVICES, YOU (“YOU” OR ”LICENSEE”) ACKNOWLEDGE THAT THE LICENSEE HAS READ THIS LICENSE AGREEMENT (“AGREEMENT”), THAT LICENSEE UNDERSTANDS IT, AND IS CONSENTING TO BE BOUND BY AND BECOMING A PARTY TO THIS AGREEMENT. IF LICENSEE DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, LICENSEE SHOULD NOT USE THE SOFTWARE AND/OR SERVICES.

FURTHERMORE, BY ACCEPTING THE TERMS OF THIS AGREEMENT, LICENSEE HEREBY WAIVES ANY RIGHTS OR REQUIREMENTS UNDER ANY LAWS OR REGULATIONS IN ANY JURISDICTION WHICH REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

IF YOU ARE NOT THE LICENSEE AND YOU INSTALL THIS SOFTWARE AND/OR USE THE SERVICES ON BEHALF OF THE LICENSEE, YOU WARRANT AND REPRESENT THAT YOU ARE AUTHORIZED TO ACT ON BEHALF OF THE LICENSEE AND TO ACCEPT AND BIND THE LICENSEE TO THE TERMS OF THIS AGREEMENT.

1. Developer License Grant

Subject to and conditioned upon Licensee’s compliance with the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee accepts, a limited, nonexclusive, nontransferable, revocable license to use the Software (in machine-readable, object code form only) and the Services strictly for internal testing and evaluation purposes. Licensee agrees not to assign, sublicense, transfer, pledge, lease, rent, or share Licensee’s rights under this Agreement. Except as specifically authorized under this paragraph, no copies of the Software or any portions thereof may be made by Licensee or any person under Licensee’s authority or control.

2. Use Restrictions and Permitted Evaluation Use

The Software is provided solely for internal testing and evaluation purposes. Licensee shall not use the Software for:

  • production operations;
  • commercial use;
  • customer-facing services; or
  • any live business processes.

Permitted Use of Real Data

Notwithstanding the foregoing, Licensee may use limited amounts of real or production data solely for internal testing and evaluation purposes, provided that:

  • such use is conducted in a non-production, isolated environment;
  • no live business operations or customer services rely on such use;
  • Licensee applies appropriate safeguards, including data minimization, access controls, and anonymization or masking where feasible;
  • Licensee remains solely responsible for compliance with applicable data protection and privacy laws; and
  • such use is undertaken entirely at Licensee’s own risk.

3. License Restrictions

Except as otherwise expressly provided under this Agreement, Licensee shall have no right and specifically agrees not to, and shall not permit third parties to:

  • make error corrections to or otherwise modify or adapt the Software and/or Services or create derivative works based upon the Software and/or Services;
  • decompile, decrypt, reverse engineer, disassemble or otherwise reduce any portion of the Software to human-readable form;
  • grant access to the Software and/or Services to any other person or entity;
  • make any use of the Software and/or Services in whole or in part that is not expressly permitted by the terms of this Agreement or the User Documentation;
  • use any of the Software and/or Services in any manner that will or could damage, disable, overburden or impair or interfere with any other party’s use and enjoyment of the Software and/or Services;
  • attempt to gain unauthorized access to any service, account, computer systems or computer networks associated with the Software and/or Services.

The license granted herein does not include Software source code.

4. Availability of the Software

Because the Software is provided solely for testing and evaluation, Licensor does not warrant that the Software and/or Services will be available 24 hours per day, 7 days per week. The Licensor has no obligation to restore access, provide technical support, or supply updates if the Software becomes suspended, interrupted, or defective. The Licensor will have no liability to Licensee for the unavailability of the Software and/or Services at any time. In addition, the Licensor reserves the right, in its sole discretion, at any time and without prior notice, to refuse access to the Software and/or Services to any individual, company, institution or other entity.

5. Disclaimer of Warranty

THE SOFTWARE AND SERVICES ARE PROVIDED STRICTLY ON AN “AS IS” AND “AS AVAILABLE BASIS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE AND SERVICES IS ASSUMED FULLY AND EXCLUSIVELY BY LICENSEE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR DISCLAIMS ANY WARRANTIES WITH RESPECT TO THE SOFTWARE AND SERVICES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT WARRANT THE FUNCTIONS CONTAINED IN THE SOFTWARE AND SERVICES WILL MEET ANY REQUIREMENTS OR NEEDS LICENSEE MAY HAVE, OR THAT THE SOFTWARE AND SERVICES WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED FASHION, OR THAT THE SOFTWARE AND SERVICES ARE COMPATIBLE WITH ANY PARTICULAR PLATFORM.

FOR THE AVOIDANCE OF DOUBT, THIS LIMITATION OF LIABILITY APPLIES TO ANY USE OF REAL OR PRODUCTION DATA BY LICENSEE AS PERMITTED UNDER SECTION 2 ABOVE.

6. Absolute Limitation of Liability

NO LIABILITY. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT SHALL LICENSOR OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES OR ANY OF ITS THIRD PARTY PROVIDERS (EACH, A “LICENSOR PARTY”), BE LIABLE TO LICENSEE OR ANY OTHER ENTITY IN ANY WAY, SHAPE, OR FORM FOR ANY DAMAGES OR LOSSES ARISING OUT OF THIS AGREEMENT OR THE USE OF THE SOFTWARE.

THIS ABSOLUTE LIMITATION APPLIES TO ANY (A) DIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES, (B) LOST PROFITS, LOST BUSINESS OR LOST OR CORRUPTED DATA, (C) ANY DAMAGES RESULTING FROM LOSS OF USE, OR INTERRUPTION OF BUSINESS, (D) COST OF PROCUREMENT OF SUBSTITUTE SOFTWARE, TECHNOLOGY, GOODS OR SERVICES, OR (E) ANY DAMAGES CAUSED DUE TO THE NEGLIGENT OR IMPROPER USE OF THE SOFTWARE AND/OR SERVICES, IN EACH CASE HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSEE USES THE SOFTWARE SOLELY AT THEIR OWN RISK.

Without limiting the generality of the aforesaid, Licensor shall not be responsible for any damage caused to Licensee in connection with any third-party software (including any open source software) included in the Software, if any.

7. Indemnity

LICENSEE AGREES TO FULLY INDEMNIFY, DEFEND AND HOLD HARMLESS THE LICENSOR AND ANY LICENSOR PARTY, FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES AND EXPENSE (INCLUDING ATTORNEYS’ FEES) ARISING FROM OR RELATED TO THE LICENSEE’S USE OF THE SOFTWARE AND/OR SERVICES, PARTICULARLY ANY USE IN A PRODUCTION ENVIRONMENT IN BREACH OF THIS AGREEMENT.

8. Proprietary Rights

The Software, Services and User Documentation are protected by copyright and other intellectual property laws and international treaties. The Software is licensed and not sold, and Licensee will acquire no ownership rights of any kind or nature whatsoever in the Software.

The Licensor (or its third-party providers, if any) reserves all rights, including proprietary rights, not expressly and specifically granted to Licensee in this Agreement. Without limiting the foregoing, the Licensor (or its third-party providers, if any) retains all title, right, and interest in and to the Software, Services and the User Documentation, and all enhancements, improvements or other modifications made to or derived from the Software, Services and the User Documentation, including all patches, revisions, service packs and other updates.

9. Trademark and use of Name

REGATTA™ is a registered trademark of Licensor. No right, license, or interest to such trademark is granted hereunder, and Licensee agrees that no such right, license, or interest shall be asserted by Licensee with respect to such trademark. Licensee may not use Licensor’s name and/or Software name without Licensor’s prior written consent, other than for the purpose of publishing positive product reviews regarding its use of the Software and/or Services.

10. Ownership and Restrictions

Licensor or its licensors retain all ownership and intellectual property rights in the Software. You may not do any of the following:

  • Remove or modify any Software markings or any notice of the Licensor’s or its licensors’ proprietary rights.
  • Make the Software and/or Services available in any manner to any third party.
  • Use the Software and/or Services to provide third party training.
  • Assign this Agreement or give or transfer the Software and/or Services or an interest in them to another individual or entity.
  • Cause or permit reverse engineering (unless required by law for interoperability).
  • Disassembly or decompilation of the Software.
  • Create derivative works based on the Software and/or Services.
  • Disclose results of any Software and/or Services benchmark tests or any other tests without Licensor’s prior written consent.

11. Compliance with Laws

Licensee will comply with all applicable laws in performing this Agreement and in connection with any use of the Software and/or Services. Licensee agrees to comply fully with the U.S. and Israeli export laws and to provide Licensor with such documentation, assurances and access to records as may be required to obtain licenses under the U.S. and Israeli export laws.

12. Term And Termination

This Agreement is effective until terminated. Because this is a developer and evaluation license, Licensor may terminate this Agreement at any time, for any reason, without notice. Without prejudice to any other rights the Licensor may have, this Agreement will also terminate immediately and automatically if Licensee fails at any time to comply with the terms and conditions set forth herein.

Upon termination of this Agreement for any reason, the license granted herein will automatically terminate and Licensee: (i) will cease to have and enjoy any and all rights to use the Software and Services, and (ii) if applicable, will remove the Software or any portion thereof from all hard drives and other storage media and destroy all copies of the Software or any portion thereof in its possession or under its control. Termination or expiration shall not affect provisions that by their nature survive such termination or expiration, including (without limitation) the provisions of the Sections titled “Disclaimer of Warranty”, “Absolute Limitation of Liability”, “Indemnity”, “Proprietary Rights”, “Trademark and use of Name”, “Governing Law; Jurisdiction”, “Severability“, “Assignment“, “Entire Agreement; No Waiver“, “Amendments” and “Third Party Beneficiaries”.

13. Confidentiality

Both during the period of the subscription and thereafter, each of Licensor and Licensee undertakes not to reproduce, copy, or disclose to any third party and not use any Confidential Information of the other party, except, in case of Licensor, for purposes of providing the Service and fulfilling its obligations hereunder to Licensee.

14. Governing Law; Jurisdiction

This Agreement shall be construed and governed in accordance with the laws of the State of Israel, excluding its conflict of law rules. The exclusive jurisdiction for any disputes arising out of or in connection with this Agreement, shall be appropriate court sitting in Tel Aviv, Israel.

15. Severability

Should any term of this Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof.

16. Assignment

Licensee will not assign this Agreement or any of Licensee’s rights or duties hereunder except with the prior written consent of Licensor, and any attempt to assign the Agreement without such consent will be void. Licensor may freely assign this Agreement. Without derogating from the above, any transferee must agree in writing to be bound by all terms of this Agreement.

17. Entire Agreement; No Waiver

This Agreement represents the entire agreement between Licensee and the Licensor, and it supersedes any prior proposal, representation, or understanding between the parties. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

18. Amendments

No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the duly authorized representative of Licensor. Notwithstanding the above, Licensor shall be entitled to amend and change the terms of this Agreement, and it is the Licensee’s responsibility to check the latest version of this Agreement as shall be published by Licensor at https://regatta.dev/dla.

19. Third Party Beneficiaries

Licensor’s licensors and suppliers are third-party beneficiaries to this Agreement and are entitled to the rights and benefits hereunder and may enforce the provisions hereof as if they were a party hereto.