Last updated on December 16, 2021
This TiDB Enterprise Subscription Schedule (“Schedule A”) is a Schedule to the General Terms at [-]. The General Terms, this Schedule A and any other Schedule(s) applicable to your Order Form, if any, constitute the Master Agreement. The defined terms in the General Terms shall have the same meanings in this Schedule unless otherwise specified herein.
1.1. “TiDB” is an open source, distributed, NewSQL database that supports Hybrid Transactional and Analytical Processing (HTAP) workloads. It is MySQL compatible and features horizontal scalability, strong consistency, and high availability.
1.2. “TiDB Enterprise“, different from TiDB Community Access Edition, refers to the TiDB product provided to you with the core components (TiDB/TiKV/PD/TiFlash) and toolkit such as Deployment & Management tools, Monitoring & Alerting systems, Backup/Restore & Data Migration tools, Security Enhancement, and TiDB-Operator, etc.
1.3. “TiDB Enterprise Subscription” means subscription to use TiDB Enterprise during a fixed period of time by executing an Order Form with PingCAP. Within the TiDB Enterprise Subscription model, PingCAP will provide you with certain technical support without charging additional fees.
1.4. “vCPU“, abbreviation for virtual centralized processing unit, represents a portion or share of the underlying, physical CPU that is assigned to a particular virtual machine (VM).
2. Your Rights and Limitations
2.1. Upon PingCAP’s acceptance of your Order Form, you have the revocable, non-sublicensable, non-exclusive, and non-assignable license to use the TiDB Enterprise and receive the technical support selected by you solely for your internal business operations during the Subscription Period stated in the Order Form.
2.2. You may allow your agents, contractors and/or outsourcers to use the TiDB Enterprise Subscription for your internal business operation. However, you take all the responsibility for their compliance with the Master Agreement.
2.3. The TiDB Enterprise Subscription services are only for your and your Affiliates’ internal business operations, including running a web site and offering your own software as a service. Such internal business operations shall not (a) include a distribution, sale or resale of any of the TiDB Enterprise Subscription services, (b) provide any of the TiDB Enterprise Subscription services as the primary component of the web site or as a material value added application of the service, or (c) provide the TiDB Enterprise Subscription services to, or using them for the benefit of, a third party (for example, using Subscription services to provide hosting services, managed services, Internet service provider (ISP) services, or third party access to or use of the Subscription services), any of which constitute a material breach of the Master Agreement.
2.4. Any use of the TiDB Enterprise Subscription services other than that explicitly stated in this Schedule constitutes a material breach of the Master Agreement, including but not limited to (a) only purchasing or renewing TiDB Enterprise Subscription services based on some, but not all, of the total number of vCPUs, (b) splitting or applying one subscription to two or more vCPUs, (c) providing subscription services (in whole or in part) to third parties, (d) using subscription services in connection with any redistribution of software, (e) using subscription services to support or maintain any non-PingCAP products/software without purchasing subscription services for each such instance and/or (f) using TiDB Enterprise without purchasing subscription services.
3. Technical Support
For purposes of your ordering of TiDB Enterprise Subscription, PingCAP will provide you with technical support services, without additional fees, according to your Order Form(s).
4. Warranties, Disclaimers and Remedies
4.1. PingCAP warrants that TiDB Enterprise will function in substantial accordance with its written specifications and Documentation, and the technical support will be provided in a professional manner consistent with industry standards.
4.2. PingCAP does not guarantee that your access to and use of TiDB Enterprise Subscription will perform error-free or uninterrupted or that PingCAP will correct all errors.
4.3. For any breach of the above warranties, your exclusive remedy and PingCAP’s entire liability shall be the correction of TiDB Enterprise errors that cause breach of the warranty; or, if PingCAP cannot substantially correct the errors of the TiDB Enterprise in a commercially reasonable manner, you may end your subscription of TiDB Enterprise and recover the fees you paid to PingCAP for any unused, prepaid fees.
4.4. To the extent not prohibited by law, this warranty is exclusive and there are no other express or implied warranties or conditions, including warranties or conditions of merchantability and fitness for a particular purpose and any other warranties implied by the course of dealing or usage of trade.
5.1. Upon thirty (30) days written notice, PingCAP may audit your use of the TiDB Enterprise to ensure your use follows the terms of the applicable Order Form and the Master Agreement. Any such audit shall not unreasonably interfere with your normal business operations.
5.2. You agree to cooperate with PingCAP’s audit and provide reasonable assistance and access to information reasonably requested by PingCAP. Such assistance shall include, but shall not be limited to, the running of PingCAP data measurement tools on your servers and providing the resulting data to PingCAP.
5.3. The performance of the audit and non-public data obtained during the audit (including findings or reports that result from the audit) shall be subject to the provisions of Section 8 (Nondisclosure) of the Master Agreement.
5.4. If the audit identifies non-compliance, you agree to remedy (which may include, without limitation, the payment of any fees for additional usage of TiDB Enterprise) such non-compliance within thirty (30) days of written notification of that non-compliance. If you do not remedy the non-compliance, PingCAP is entitled to suspend your access and use of TiDB Enterprise (including technical support) and/or to terminate the Order Form and the Master Agreement. You agree that PingCAP shall not be responsible for any of your costs incurred in cooperating with the audit.
6. Data Process
6.1. Except at your written request, PingCAP does not and will not process (including accessing, transmitting, storing, using, deleting, etc.) your data with TiDB Enterprise. You are solely responsible for processing your data with TiDB Enterprise shall comply with all applicable Laws and implement appropriate technical and organizational measures in relation to such processing.
6.2. If PingCAP processes your data at your written request, you acknowledge and warrant that you have complied with all applicable Laws and obtained all necessary consents, licenses and rights for PingCAP to process your data as requested by you; in case of breach, you agree to bear and compensate PingCAP for all the losses suffered thereby.