YugabyteDB – Evaluation Agreement (YBA)

Last Updated: September 2026

This Free Trial License Agreement (this “Agreement”) contains the terms and conditions governing your access to and use of YugabyteDB Anywhere. It is an agreement by and between YugabyteDB, Inc., a Delaware corporation (“Yugabyte“) and you or the entity you represent (“Licensee“). The Agreement takes effect when you click the “I Accept” button presented with these terms, or by using or accessing a free trial of YugabyteDB Anywhere.

If you agree to this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to this Agreement. Each of the foregoing parties is referred to herein individually as a “Party” and collectively as the “Parties”. For the avoidance of doubt, this Agreement is only applicable to the free trial license YugabyteDB Anywhere, and if you have already signed an order form to purchase YugabyteDB Anywhere then the terms of the order form and the general terms will prevail.

1. LICENSE GRANT. Subject to the terms and conditions of this Agreement, Yugabyte hereby grants Licensee a non-exclusive, non-sublicensable, and non-transferable license during the time period set forth in Exhibit A (“Evaluation Period“, not to exceed 60 days) to: (a) use the product described in Exhibit A in object code format (the “Software“) solely for Licensee’s internal evaluation purposes up to the number of employees or contractors of Licensee who Licensee permits to access and use the Software and/or Documentation as set forth in Exhibit A and who shall abide by all of the terms and conditions of this Agreement (“Authorized Users“); and (b) use Yugabyte’s end user documentation relating to the Software available at https://docs.yugabyte.com/latest/ (the “Documentation“) solely for Licensee’s internal evaluation purposes in connection with Licensee’s use of the Software. Licensee will not use the Software for any purpose other than evaluating and testing such Software internally in connection with assessing whether Licensee desires to enter into a commercial license agreement with Yugabyte for the Software. This Agreement does not provide a commercial license and Licensee’s use of the Software after the Evaluation Period is subject to the parties’ entering into and executing a separate commercial license agreement.
2. USE RESTRICTIONS. Licensee shall not use the Software or Documentation for any purposes beyond the scope of the license granted in this Agreement. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, Licensee shall not at any time, directly or indirectly: (a) copy, modify, or create derivative works of the Software or the Documentation, in whole or in part; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software or the Documentation; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Software, in whole or in part; (d) remove any proprietary notices from the Software or the Documentation; or (e) use the Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
3. USE IN A YUGABYTE-HOSTED ENVIRONMENT. If Yugabyte is permitting access to a Yugabyte-hosted or managed information technology environment (“Yugabyte Hosted Environment”) as part of this evaluation, Licensee acknowledges and agrees that Yugabyte will be hosting the Software on behalf of Licensee and may deprovision the Yugabyte Hosted Environment at any time for any reason. Licensee will only allow Authorized Users to access the Software or the Yugabyte Hosted Environment. Licensee agrees not to store, transmit, or process any Licensee documents, text, information and other materials supplied, provided or otherwise uploaded to the Yugabyte Hosted Environment that are sensitive, confidential, or regulated data of the Licensee or any other third party. Licensee further agrees to not perform any security scanning of Software or the Yugabyte Hosted Environment including security scanning, vulnerability scanning, port scanning, denial of service testing, or any form of scanning meant to discover security weaknesses in Software or the Yugabyte Hosted Environment. Licensee will work with assigned Yugabyte personnel for ongoing support of the Yugabyte Hosted Environment for the duration of the deployment, including deprovisioning.
4. RESERVATION OF RIGHTS. Yugabyte reserves all rights not expressly granted to Licensee in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Licensee or any third party any intellectual property rights or other right, title, or interest in or to the Software.
5. DELIVERY. Yugabyte shall deliver the Software to Licensee electronically within 7 days following the Effective Date.
6. LICENSEE RESPONSIBILITIES. Licensee is responsible and liable for all uses of the Software and Documentation resulting from access provided by Licensee, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Licensee is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Licensee will be deemed a breach of this Agreement by Licensee. Licensee shall take reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Software and shall cause Authorized Users to comply with such provisions.
7. SUPPORT. Yugabyte has no obligation under this Agreement to provide support, maintenance, upgrades, modifications, or new releases of the Software or Documentation to Licensee. However, Yugabyte agrees to use its reasonable efforts to correct errors in the Software and Documentation within a reasonable time and shall provide Licensee with any corrections it makes generally available to other evaluation participants.
8. FREE TRIAL. The parties agree that no license fees or other fees will be payable under this Agreement in exchange for the licenses granted under this Agreement. Licensee acknowledges and agrees that this fee arrangement is made in consideration of the mutual covenants set forth in this Agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein.
9. CONFIDENTIAL INFORMATION From time to time during the Evaluation Period, either party may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information“). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party at the time of disclosure; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving party shall promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed. Each party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
10. INTELLECTUAL PROPERTY OWNERSHIP; FEEDBACK.
    1. Licensee acknowledges that, as between Licensee and Yugabyte, Yugabyte owns all right, title, and interest, including all intellectual property rights, in and to the Software and Documentation.
    2. If Licensee or any of its employees or contractors submits, orally or in writing, suggestions or recommended changes to the Software or Documentation, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback“), Yugabyte is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. Licensee hereby assigns to Yugabyte on Licensee’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Yugabyte is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Yugabyte is not required to use any Feedback.
11. DISCLAIMER OF WARRANTIES. THE SOFTWARE AND DOCUMENTATION ARE PROVIDED “AS IS” AND YUGABYTE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. YUGABYTE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. YUGABYTE MAKES NO WARRANTY OF ANY KIND THAT THE SOFTWARE AND DOCUMENTATION, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET LICENSEE’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
12. INDEMNIFICATION. Licensee agrees to indemnify, defend, and hold harmless Yugabyte and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, or costs (including reasonable attorneys’ fees) resulting from any third-party claim, suit, action, or proceeding based on Licensee’s or Licensee’s Authorized Users’ (a) negligence or willful misconduct or (b) use of the Software or Documentation in a manner not authorized or contemplated by this Agreement. In the event Yugabyte seeks indemnification or defense from Licensee under this provision, Yugabyte shall promptly notify Licensee in writing of the claim(s) brought against Yugabyte for which Yugabyte seeks indemnification or defense. Yugabyte reserves the right, at its option and in its sole discretion, to assume full control of the defense of claims with legal counsel of Yugabyte’s choice. Licensee may not enter into any third-party agreement, which would, in any manner whatsoever, affect Yugabyte’s rights, constitute an admission of fault by Yugabyte or bind Yugabyte in any manner, without Yugabyte’s prior written consent.
13. LIMITATIONS OF LIABILITY. IN NO EVENT WILL YUGABYTE BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER YUGABYTE WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL YUGABYTE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED USD$100.00.
14. TERM AND TERMINATION. This Agreement is effective as of the Effective Date and, unless terminated earlier pursuant to this Section 14, will continue in effect until the expiration of the Evaluation Period. Either party may terminate this Agreement at any time, without cause, upon 10 days prior written notice. Yugabyte may terminate this Agreement on written notice to Licensee if Licensee materially breaches or fails to comply with any terms or conditions of this Agreement and does not cure such breach or failure within 5 days after receiving written notice thereof. Upon expiration or earlier termination of this Agreement, the license granted hereunder will also terminate and Licensee shall cease using and delete, destroy, or return all copies of the Software and Documentation and certify in writing to the Yugabyte that the Software and Documentation has been deleted or destroyed. This Section 14 and Sections 3, 4, 6, 9, 10, 11, 12, 13, and 15 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
15. GENERAL. This Agreement is governed and interpreted by California law. Any lawsuit arising directly or indirectly out of this Agreement shall be litigated in the Superior Court of Santa Clara, California or, if original jurisdiction can be established, in the United States District Court for the Northern District of California. The U.N. Convention on Contracts for the International Sale of Goods does not apply. Both parties shall comply with all applicable laws and regulations and diversion contrary to such laws is expressly prohibited. This Agreement confers no rights or remedies on any third party, other than the parties to this Agreement and their respective successors and permitted assigns. Yugabyte reserves all rights not expressly granted to Licensee in this Agreement. The parties are independent contractors. This Agreement and its attachments contain the entire understanding between the parties and may be amended only by a written document signed by both parties. Licensee shall not assign or transfer any rights under this Agreement or delegate any of its duties under this Agreement without Yugabyte’s prior written consent, and any such action in violation of this provision, is null and void, of no force, and a breach of this Agreement. Yugabyte may assign or transfer this Agreement to any successors-in-interest to all or substantially all of the business or assets of Yugabyte whether by merger, reorganization, asset sale or otherwise, or to any affiliates of Yugabyte, and this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns. If any part of this Agreement, an Order, or an Exhibit is held unenforceable, the validity of the remaining provisions shall not be affected. In the event of conflict or inconsistency among an Exhibit and this Agreement, this Agreement shall control.