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| 1 | +ELASTIC LICENSE AGREEMENT |
| 2 | + |
| 3 | +PLEASE READ CAREFULLY THIS ELASTIC LICENSE AGREEMENT (THIS "AGREEMENT"), WHICH |
| 4 | +CONSTITUTES A LEGALLY BINDING AGREEMENT AND GOVERNS ALL OF YOUR USE OF ALL OF |
| 5 | +THE ELASTIC SOFTWARE WITH WHICH THIS AGREEMENT IS INCLUDED ("ELASTIC SOFTWARE") |
| 6 | +THAT IS PROVIDED IN OBJECT CODE FORMAT, AND, IN ACCORDANCE WITH SECTION 2 BELOW, |
| 7 | +CERTAIN OF THE ELASTIC SOFTWARE THAT IS PROVIDED IN SOURCE CODE FORMAT. BY |
| 8 | +INSTALLING OR USING ANY OF THE ELASTIC SOFTWARE GOVERNED BY THIS AGREEMENT, YOU |
| 9 | +ARE ASSENTING TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE |
| 10 | +WITH SUCH TERMS AND CONDITIONS, YOU MAY NOT INSTALL OR USE THE ELASTIC SOFTWARE |
| 11 | +GOVERNED BY THIS AGREEMENT. IF YOU ARE INSTALLING OR USING THE SOFTWARE ON |
| 12 | +BEHALF OF A LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE ACTUAL |
| 13 | +AUTHORITY TO AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT ON BEHALF OF |
| 14 | +SUCH ENTITY. |
| 15 | + |
| 16 | +Posted Date: April 20, 2018 |
| 17 | + |
| 18 | +This Agreement is entered into by and between Elasticsearch BV ("Elastic") and |
| 19 | +You, or the legal entity on behalf of whom You are acting (as applicable, |
| 20 | +"You"). |
| 21 | + |
| 22 | +1. OBJECT CODE END USER LICENSES, RESTRICTIONS AND THIRD PARTY OPEN SOURCE |
| 23 | +SOFTWARE |
| 24 | + |
| 25 | + 1.1 Object Code End User License. Subject to the terms and conditions of |
| 26 | + Section 1.2 of this Agreement, Elastic hereby grants to You, AT NO CHARGE and |
| 27 | + for so long as you are not in breach of any provision of this Agreement, a |
| 28 | + License to the Basic Features and Functions of the Elastic Software. |
| 29 | + |
| 30 | + 1.2 Reservation of Rights; Restrictions. As between Elastic and You, Elastic |
| 31 | + and its licensors own all right, title and interest in and to the Elastic |
| 32 | + Software, and except as expressly set forth in Sections 1.1, and 2.1 of this |
| 33 | + Agreement, no other license to the Elastic Software is granted to You under |
| 34 | + this Agreement, by implication, estoppel or otherwise. You agree not to: (i) |
| 35 | + reverse engineer or decompile, decrypt, disassemble or otherwise reduce any |
| 36 | + Elastic Software provided to You in Object Code, or any portion thereof, to |
| 37 | + Source Code, except and only to the extent any such restriction is prohibited |
| 38 | + by applicable law, (ii) except as expressly permitted in this Agreement, |
| 39 | + prepare derivative works from, modify, copy or use the Elastic Software Object |
| 40 | + Code or the Commercial Software Source Code in any manner; (iii) except as |
| 41 | + expressly permitted in Section 1.1 above, transfer, sell, rent, lease, |
| 42 | + distribute, sublicense, loan or otherwise transfer, Elastic Software Object |
| 43 | + Code, in whole or in part, to any third party; (iv) use Elastic Software |
| 44 | + Object Code for providing time-sharing services, any software-as-a-service, |
| 45 | + service bureau services or as part of an application services provider or |
| 46 | + other service offering (collectively, "SaaS Offering") where obtaining access |
| 47 | + to the Elastic Software or the features and functions of the Elastic Software |
| 48 | + is a primary reason or substantial motivation for users of the SaaS Offering |
| 49 | + to access and/or use the SaaS Offering ("Prohibited SaaS Offering"); (v) |
| 50 | + circumvent the limitations on use of Elastic Software provided to You in |
| 51 | + Object Code format that are imposed or preserved by any License Key, or (vi) |
| 52 | + alter or remove any Marks and Notices in the Elastic Software. If You have any |
| 53 | + question as to whether a specific SaaS Offering constitutes a Prohibited SaaS |
| 54 | + Offering, or are interested in obtaining Elastic's permission to engage in |
| 55 | + commercial or non-commercial distribution of the Elastic Software, please |
| 56 | + contact elastic_license@elastic.co. |
| 57 | + |
| 58 | + 1.3 Third Party Open Source Software. The Commercial Software may contain or |
| 59 | + be provided with third party open source libraries, components, utilities and |
| 60 | + other open source software (collectively, "Open Source Software"), which Open |
| 61 | + Source Software may have applicable license terms as identified on a website |
| 62 | + designated by Elastic. Notwithstanding anything to the contrary herein, use of |
| 63 | + the Open Source Software shall be subject to the license terms and conditions |
| 64 | + applicable to such Open Source Software, to the extent required by the |
| 65 | + applicable licensor (which terms shall not restrict the license rights granted |
| 66 | + to You hereunder, but may contain additional rights). To the extent any |
| 67 | + condition of this Agreement conflicts with any license to the Open Source |
| 68 | + Software, the Open Source Software license will govern with respect to such |
| 69 | + Open Source Software only. Elastic may also separately provide you with |
| 70 | + certain open source software that is licensed by Elastic. Your use of such |
| 71 | + Elastic open source software will not be governed by this Agreement, but by |
| 72 | + the applicable open source license terms. |
| 73 | + |
| 74 | +2. COMMERCIAL SOFTWARE SOURCE CODE |
| 75 | + |
| 76 | + 2.1 Limited License. Subject to the terms and conditions of Section 2.2 of |
| 77 | + this Agreement, Elastic hereby grants to You, AT NO CHARGE and for so long as |
| 78 | + you are not in breach of any provision of this Agreement, a limited, |
| 79 | + non-exclusive, non-transferable, fully paid up royalty free right and license |
| 80 | + to the Commercial Software in Source Code format, without the right to grant |
| 81 | + or authorize sublicenses, to prepare Derivative Works of the Commercial |
| 82 | + Software, provided You (i) do not hack the licensing mechanism, or otherwise |
| 83 | + circumvent the intended limitations on the use of Elastic Software to enable |
| 84 | + features other than Basic Features and Functions or those features You are |
| 85 | + entitled to as part of a Subscription, and (ii) use the resulting object code |
| 86 | + only for reasonable testing purposes. |
| 87 | + |
| 88 | + 2.2 Restrictions. Nothing in Section 2.1 grants You the right to (i) use the |
| 89 | + Commercial Software Source Code other than in accordance with Section 2.1 |
| 90 | + above, (ii) use a Derivative Work of the Commercial Software outside of a |
| 91 | + Non-production Environment, in any production capacity, on a temporary or |
| 92 | + permanent basis, or (iii) transfer, sell, rent, lease, distribute, sublicense, |
| 93 | + loan or otherwise make available the Commercial Software Source Code, in whole |
| 94 | + or in part, to any third party. Notwithstanding the foregoing, You may |
| 95 | + maintain a copy of the repository in which the Source Code of the Commercial |
| 96 | + Software resides and that copy may be publicly accessible, provided that you |
| 97 | + include this Agreement with Your copy of the repository. |
| 98 | + |
| 99 | +3. TERMINATION |
| 100 | + |
| 101 | + 3.1 Termination. This Agreement will automatically terminate, whether or not |
| 102 | + You receive notice of such Termination from Elastic, if You breach any of its |
| 103 | + provisions. |
| 104 | + |
| 105 | + 3.2 Post Termination. Upon any termination of this Agreement, for any reason, |
| 106 | + You shall promptly cease the use of the Elastic Software in Object Code format |
| 107 | + and cease use of the Commercial Software in Source Code format. For the |
| 108 | + avoidance of doubt, termination of this Agreement will not affect Your right |
| 109 | + to use Elastic Software, in either Object Code or Source Code formats, made |
| 110 | + available under the Apache License Version 2.0. |
| 111 | + |
| 112 | + 3.3 Survival. Sections 1.2, 2.2. 3.3, 4 and 5 shall survive any termination or |
| 113 | + expiration of this Agreement. |
| 114 | + |
| 115 | +4. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY |
| 116 | + |
| 117 | + 4.1 Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE |
| 118 | + LAW, THE ELASTIC SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, |
| 119 | + AND ELASTIC AND ITS LICENSORS MAKE NO WARRANTIES WHETHER EXPRESSED, IMPLIED OR |
| 120 | + STATUTORY REGARDING OR RELATING TO THE ELASTIC SOFTWARE. TO THE MAXIMUM EXTENT |
| 121 | + PERMITTED UNDER APPLICABLE LAW, ELASTIC AND ITS LICENSORS SPECIFICALLY |
| 122 | + DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR |
| 123 | + PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE ELASTIC SOFTWARE, AND WITH |
| 124 | + RESPECT TO THE USE OF THE FOREGOING. FURTHER, ELASTIC DOES NOT WARRANT RESULTS |
| 125 | + OF USE OR THAT THE ELASTIC SOFTWARE WILL BE ERROR FREE OR THAT THE USE OF THE |
| 126 | + ELASTIC SOFTWARE WILL BE UNINTERRUPTED. |
| 127 | + |
| 128 | + 4.2 Limitation of Liability. IN NO EVENT SHALL ELASTIC OR ITS LICENSORS BE |
| 129 | + LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT OR INDIRECT DAMAGES, |
| 130 | + INCLUDING, WITHOUT LIMITATION, FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS |
| 131 | + INTERRUPTION, LOSS OF DATA, COST OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY |
| 132 | + SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, IN CONNECTION WITH |
| 133 | + OR ARISING OUT OF THE USE OR INABILITY TO USE THE ELASTIC SOFTWARE, OR THE |
| 134 | + PERFORMANCE OF OR FAILURE TO PERFORM THIS AGREEMENT, WHETHER ALLEGED AS A |
| 135 | + BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF ELASTIC |
| 136 | + HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. |
| 137 | + |
| 138 | +5. MISCELLANEOUS |
| 139 | + |
| 140 | + This Agreement completely and exclusively states the entire agreement of the |
| 141 | + parties regarding the subject matter herein, and it supersedes, and its terms |
| 142 | + govern, all prior proposals, agreements, or other communications between the |
| 143 | + parties, oral or written, regarding such subject matter. This Agreement may be |
| 144 | + modified by Elastic from time to time, and any such modifications will be |
| 145 | + effective upon the "Posted Date" set forth at the top of the modified |
| 146 | + Agreement. If any provision hereof is held unenforceable, this Agreement will |
| 147 | + continue without said provision and be interpreted to reflect the original |
| 148 | + intent of the parties. This Agreement and any non-contractual obligation |
| 149 | + arising out of or in connection with it, is governed exclusively by Dutch law. |
| 150 | + This Agreement shall not be governed by the 1980 UN Convention on Contracts |
| 151 | + for the International Sale of Goods. All disputes arising out of or in |
| 152 | + connection with this Agreement, including its existence and validity, shall be |
| 153 | + resolved by the courts with jurisdiction in Amsterdam, The Netherlands, except |
| 154 | + where mandatory law provides for the courts at another location in The |
| 155 | + Netherlands to have jurisdiction. The parties hereby irrevocably waive any and |
| 156 | + all claims and defenses either might otherwise have in any such action or |
| 157 | + proceeding in any of such courts based upon any alleged lack of personal |
| 158 | + jurisdiction, improper venue, forum non conveniens or any similar claim or |
| 159 | + defense. A breach or threatened breach, by You of Section 2 may cause |
| 160 | + irreparable harm for which damages at law may not provide adequate relief, and |
| 161 | + therefore Elastic shall be entitled to seek injunctive relief without being |
| 162 | + required to post a bond. You may not assign this Agreement (including by |
| 163 | + operation of law in connection with a merger or acquisition), in whole or in |
| 164 | + part to any third party without the prior written consent of Elastic, which |
| 165 | + may be withheld or granted by Elastic in its sole and absolute discretion. |
| 166 | + Any assignment in violation of the preceding sentence is void. Notices to |
| 167 | + Elastic may also be sent to legal@elastic.co. |
| 168 | + |
| 169 | +6. DEFINITIONS |
| 170 | + |
| 171 | + The following terms have the meanings ascribed: |
| 172 | + |
| 173 | + 6.1 "Affiliate" means, with respect to a party, any entity that controls, is |
| 174 | + controlled by, or which is under common control with, such party, where |
| 175 | + "control" means ownership of at least fifty percent (50%) of the outstanding |
| 176 | + voting shares of the entity, or the contractual right to establish policy for, |
| 177 | + and manage the operations of, the entity. |
| 178 | + |
| 179 | + 6.2 "Basic Features and Functions" means those features and functions of the |
| 180 | + Elastic Software that are eligible for use under a Basic license, as set forth |
| 181 | + at https://www.elastic.co/subscriptions, as may be modified by Elastic from |
| 182 | + time to time. |
| 183 | + |
| 184 | + 6.3 "Commercial Software" means the Elastic Software Source Code in any file |
| 185 | + containing a header stating the contents are subject to the Elastic License or |
| 186 | + which is contained in the repository folder labeled "x-pack", unless a LICENSE |
| 187 | + file present in the directory subtree declares a different license. |
| 188 | + |
| 189 | + 6.4 "Derivative Work of the Commercial Software" means, for purposes of this |
| 190 | + Agreement, any modification(s) or enhancement(s) to the Commercial Software, |
| 191 | + which represent, as a whole, an original work of authorship. |
| 192 | + |
| 193 | + 6.5 "License" means a limited, non-exclusive, non-transferable, fully paid up, |
| 194 | + royalty free, right and license, without the right to grant or authorize |
| 195 | + sublicenses, solely for Your internal business operations to (i) install and |
| 196 | + use the applicable Features and Functions of the Elastic Software in Object |
| 197 | + Code, and (ii) permit Contractors and Your Affiliates to use the Elastic |
| 198 | + software as set forth in (i) above, provided that such use by Contractors must |
| 199 | + be solely for Your benefit and/or the benefit of Your Affiliates, and You |
| 200 | + shall be responsible for all acts and omissions of such Contractors and |
| 201 | + Affiliates in connection with their use of the Elastic software that are |
| 202 | + contrary to the terms and conditions of this Agreement. |
| 203 | + |
| 204 | + 6.6 "License Key" means a sequence of bytes, including but not limited to a |
| 205 | + JSON blob, that is used to enable certain features and functions of the |
| 206 | + Elastic Software. |
| 207 | + |
| 208 | + 6.7 "Marks and Notices" means all Elastic trademarks, trade names, logos and |
| 209 | + notices present on the Documentation as originally provided by Elastic. |
| 210 | + |
| 211 | + 6.8 "Non-production Environment" means an environment for development, testing |
| 212 | + or quality assurance, where software is not used for production purposes. |
| 213 | + |
| 214 | + 6.9 "Object Code" means any form resulting from mechanical transformation or |
| 215 | + translation of Source Code form, including but not limited to compiled object |
| 216 | + code, generated documentation, and conversions to other media types. |
| 217 | + |
| 218 | + 6.10 "Source Code" means the preferred form of computer software for making |
| 219 | + modifications, including but not limited to software source code, |
| 220 | + documentation source, and configuration files. |
| 221 | + |
| 222 | + 6.11 "Subscription" means the right to receive Support Services and a License |
| 223 | + to the Commercial Software. |
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