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PLEASE READ CAREFULLY THIS ELASTIC LICENSE AGREEMENT (THIS "AGREEMENT"), WHICH
CONSTITUTES A LEGALLY BINDING AGREEMENT AND GOVERNS ALL OF YOUR USE OF ALL OF
THE ELASTIC SOFTWARE WITH WHICH THIS AGREEMENT IS INCLUDED ("ELASTIC SOFTWARE")
THAT IS PROVIDED IN OBJECT CODE FORMAT, AND, IN ACCORDANCE WITH SECTION 2 BELOW,
CERTAIN OF THE ELASTIC SOFTWARE THAT IS PROVIDED IN SOURCE CODE FORMAT. BY
INSTALLING OR USING ANY OF THE ELASTIC SOFTWARE GOVERNED BY THIS AGREEMENT, YOU
ARE ASSENTING TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE
WITH SUCH TERMS AND CONDITIONS, YOU MAY NOT INSTALL OR USE THE ELASTIC SOFTWARE
GOVERNED BY THIS AGREEMENT. IF YOU ARE INSTALLING OR USING THE SOFTWARE ON
BEHALF OF A LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE ACTUAL
AUTHORITY TO AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT ON BEHALF OF
SUCH ENTITY.
1. OBJECT CODE END USER LICENSES, RESTRICTIONS AND THIRD PARTY OPEN SOURCE
SOFTWARE
1.1 Object Code End User License. Subject to the terms and conditions of
Section 1.2 of this Agreement, Elastic hereby grants to You, AT NO CHARGE and
for so long as you are not in breach of any provision of this Agreement, a
License to the Basic Features and Functions of the Elastic Software.
1.3 Third Party Open Source Software. The Commercial Software may contain or
be provided with third party open source libraries, components, utilities and
other open source software (collectively, "Open Source Software"), which Open
Source Software may have applicable license terms as identified on a website
designated by Elastic. Notwithstanding anything to the contrary herein, use of
the Open Source Software shall be subject to the license terms and conditions
applicable to such Open Source Software, to the extent required by the
applicable licensor (which terms shall not restrict the license rights granted
to You hereunder, but may contain additional rights). To the extent any
condition of this Agreement conflicts with any license to the Open Source
Software, the Open Source Software license will govern with respect to such
Open Source Software only. Elastic may also separately provide you with
certain open source software that is licensed by Elastic. Your use of such
Elastic open source software will not be governed by this Agreement, but by
the applicable open source license terms.
2.1 Limited License. Subject to the terms and conditions of Section 2.2 of
this Agreement, Elastic hereby grants to You, AT NO CHARGE and for so long as
you are not in breach of any provision of this Agreement, a limited,
non-exclusive, non-transferable, fully paid up royalty free right and license
to the Commercial Software in Source Code format, without the right to grant
or authorize sublicenses, to prepare Derivative Works of the Commercial
Software, provided You (i) do not hack the licensing mechanism, or otherwise
circumvent the intended limitations on the use of Elastic Software to enable
features other than Basic Features and Functions or those features You are
entitled to as part of a Subscription, and (ii) use the resulting object code
only for reasonable testing purposes.
2.2 Restrictions. Nothing in Section 2.1 grants You the right to (i) use the
Commercial Software Source Code other than in accordance with Section 2.1
above, (ii) use a Derivative Work of the Commercial Software outside of a
Non-production Environment, in any production capacity, on a temporary or
permanent basis, or (iii) transfer, sell, rent, lease, distribute, sublicense,
loan or otherwise make available the Commercial Software Source Code, in whole
or in part, to any third party. Notwithstanding the foregoing, You may
maintain a copy of the repository in which the Source Code of the Commercial
Software resides and that copy may be publicly accessible, provided that you
include this Agreement with Your copy of the repository.
3. TERMINATION
3.2 Post Termination. Upon any termination of this Agreement, for any reason,
You shall promptly cease the use of the Elastic Software in Object Code format
and cease use of the Commercial Software in Source Code format. For the
avoidance of doubt, termination of this Agreement will not affect Your right
to use Elastic Software, in either Object Code or Source Code formats, made
available under the Apache License Version 2.0.
3.3 Survival. Sections 1.2, 2.2. 3.3, 4 and 5 shall survive any termination or
expiration of this Agreement.
5. MISCELLANEOUS
This Agreement completely and exclusively states the entire agreement of the
parties regarding the subject matter herein, and it supersedes, and its terms
govern, all prior proposals, agreements, or other communications between the
parties, oral or written, regarding such subject matter. This Agreement may be
modified by Elastic from time to time, and any such modifications will be
effective upon the "Posted Date" set forth at the top of the modified
Agreement. If any provision hereof is held unenforceable, this Agreement will
continue without said provision and be interpreted to reflect the original
intent of the parties. This Agreement and any non-contractual obligation
arising out of or in connection with it, is governed exclusively by Dutch law.
This Agreement shall not be governed by the 1980 UN Convention on Contracts
for the International Sale of Goods. All disputes arising out of or in
connection with this Agreement, including its existence and validity, shall be
resolved by the courts with jurisdiction in Amsterdam, The Netherlands, except
where mandatory law provides for the courts at another location in The
Netherlands to have jurisdiction. The parties hereby irrevocably waive any and
all claims and defenses either might otherwise have in any such action or
proceeding in any of such courts based upon any alleged lack of personal
jurisdiction, improper venue, forum non conveniens or any similar claim or
defense. A breach or threatened breach, by You of Section 2 may cause
irreparable harm for which damages at law may not provide adequate relief, and
therefore Elastic shall be entitled to seek injunctive relief without being
required to post a bond. You may not assign this Agreement (including by
operation of law in connection with a merger or acquisition), in whole or in
part to any third party without the prior written consent of Elastic, which
may be withheld or granted by Elastic in its sole and absolute discretion.
Any assignment in violation of the preceding sentence is void. Notices to
Elastic may also be sent to legal@elastic.co.
6. DEFINITIONS
6.1 "Affiliate" means, with respect to a party, any entity that controls, is
controlled by, or which is under common control with, such party, where
"control" means ownership of at least fifty percent (50%) of the outstanding
voting shares of the entity, or the contractual right to establish policy for,
and manage the operations of, the entity.
6.2 "Basic Features and Functions" means those features and functions of the
Elastic Software that are eligible for use under a Basic license, as set forth
at https://www.elastic.co/subscriptions, as may be modified by Elastic from
time to time.
6.3 "Commercial Software" means the Elastic Software Source Code in any file
containing a header stating the contents are subject to the Elastic License or
which is contained in the repository folder labeled "x-pack", unless a LICENSE
file present in the directory subtree declares a different license.
6.4 "Derivative Work of the Commercial Software" means, for purposes of this
Agreement, any modification(s) or enhancement(s) to the Commercial Software,
which represent, as a whole, an original work of authorship.
6.6 "License Key" means a sequence of bytes, including but not limited to a
JSON blob, that is used to enable certain features and functions of the
Elastic Software.
6.7 "Marks and Notices" means all Elastic trademarks, trade names, logos and
notices present on the Documentation as originally provided by Elastic.
6.9 "Object Code" means any form resulting from mechanical transformation or
translation of Source Code form, including but not limited to compiled object
code, generated documentation, and conversions to other media types.
6.10 "Source Code" means the preferred form of computer software for making
modifications, including but not limited to software source code,
documentation source, and configuration files.
6.11 "Subscription" means the right to receive Support Services and a License
to the Commercial Software.