Couchbase Capella iQ Supplemental Terms

These Couchbase Capella iQ Supplemental Terms (“Terms”) govern your use of the artificial intelligence functionality available in Couchbase products and services, which is currently branded as Capella iQ (the “Product”). By accessing or using the Product, you agree to these Terms on behalf of the applicable entity or organization that you represent. These Terms are deemed incorporated by reference into either the executed agreement between you and Couchbase, Inc. (“Couchbase,” “we,” or “us”) which governs your use of Couchbase Capella or, if you do not have such a separately executed agreement, the Capella Master Service Agreement and associated addenda available at https://www.couchbase.com/capella-terms/, as updated from time to time (in each case, the “Agreement”). Capitalized terms not defined in these Terms have the same meanings as in the Agreement.

1. Definitions.

a. “Product Output” means the text shown to you in the Product as a response to the Customer Input, as well as any modifications Couchbase may make to the Customer Input.

b. “Customer Input” means the text (including search terms and commands) that you or an Authorized User enter into the Product.

c. “LLM” means a Large Language Model.

2. Use of the Product.

a. To use the Product, you need a Couchbase Capella account. Through Couchbase Capella, you may have the ability to enter Customer Input into the Product.

b. Couchbase shall transmit the Customer Input to an LLM offered by a third-party service provider. Couchbase may modify Customer Input by conveying additional directions or information to the LLM.

c. Until further notice and notwithstanding anything to the contrary in the Agreement, the Product is provided without support or performance guarantees of any kind. This means downtime of the Product shall not be included in Downtime and therefore shall not result in eligibility for any Service Credit, notwithstanding anything to the contrary in the Agreement.

d. Without limiting the generality of the Agreement, you may not (i) use the Product in a way that infringes, misappropriates or violates any person’s rights or violates any usage guidelines; (ii) reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms or systems of the Product (except to the extent such restrictions are contrary to applicable law); (iii) use Product Output to develop models that compete with Couchbase software or compete with any associated machine learning models or related technology; (iv) use any automated or programmatic method to extract data or output from the Product, including scraping, web harvesting, or web data extraction; (v) represent that Product Output was human-generated; or (vi) send us any (I) personal information of children under the age of 13 or otherwise under the applicable age of digital consent, or (II) information that includes or constitutes “Protected Health Information”, as defined under the HIPAA Privacy Rule (45 C.F.R. Section 160.103), in each case without prior written agreement by us.

e. You agree that if you use the Product to process any personal data: (i) you instruct Couchbase and its third-party providers to process such personal data; (ii) the DPA as incorporated in the Agreement shall apply to Couchbase’s processing of such personal data; and (iii) and you agree and acknowledge that third-party service providers used to provide the Product are hereby added as authorized Subprocessors (as such term is defined in the DPA).

3. Responsibility for Customer Input.

a. You are solely responsible for Customer Input, and you represent and warrant that you have all necessary rights and licenses to submit any Customer Input.

b. You are solely responsible for determining whether you will use an LLM in connection with your use of Couchbase Capella, and for establishing and enforcing policies and procedures regarding how your Authorized Users access and use the Product.

4. Responsibility for Use of Product Output and Warranty Disclaimer.

a. You are solely responsible for determining whether and how to use Product Output.

b. The use of LLMs may involve risks, including inaccurate output or the inclusion of harmful code. The Product may sometimes provide inaccurate content, or content that does not reflect Couchbase’s views. Couchbase does not review or evaluate the quality or accuracy of Product Output, and Couchbase makes no representations or warranties regarding the quality or accuracy of Product Output. Product Output may not be unique across users and the Product may generate the same or similar output for a third party. FOR THE AVOIDANCE OF DOUBT, THE PRODUCT IS PROVIDED AS-IS AND WITHOUT ANY WARRANTY OR INDEMNITY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COUCHBASE DOES NOT MAKE ANY WARRANTY AS TO THE PRODUCT AND PRODUCT OUTPUT. YOU UNDERSTAND AND AGREE THAT ANY USE OF THE PRODUCT, INCLUDING PRODUCT OUTPUT, IS AT YOUR SOLE RISK.

5. Proprietary Rights.

a. As between Customer and Couchbase, Couchbase and its licensors retain all right, title and interest in and to the Product and Product Output (including any and all improvements, enhancements or modifications thereto), as well as associated Documentation, including all intellectual property rights therein, and nothing in these Terms will be construed as conferring by implication, acquiescence, estoppel, or otherwise, any such license or other right upon Customer. Couchbase hereby grants to Customer a limited, non-exclusive, worldwide right and license to use, display, host, copy, process, archive, transmit, modify, or create any derivative works based on Product Output to use the Product, subject to the restrictions in the Agreement.

b. As between Customer and Couchbase, Customer retains all right, title and interest in and to the Product Input. Customer hereby grants to Couchbase a perpetual, non-exclusive, royalty-free, worldwide right and license to use, display, host, copy, process, archive, transmit, modify, or create any derivative works based on Customer Input to provide and improve the Product and Couchbase Capella in accordance with the Agreement, as well as for Couchbase’s internal business purposes. Customer represents and warrants and shall ensure that it has the right to provide such right and license and that neither the Customer Input itself nor its use by Customer or Couchbase for permitted purposes under the 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. Fees. You agree to pay all fees charged to your account consistent with the terms of the Agreement, including any charges related to your use of the Product. Couchbase may change the charges and prices associated with the Product at any time, and any such price changes will be effective immediately.

7. Modifications. We may modify or update these Terms, as well as access to and the functionality of the Product, from time to time at our sole discretion, so we encourage you to review these Terms periodically. Your continued use of the Product after any such change constitutes your acceptance of any such modifications to these Terms.

Last updated: January 16, 2024