1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
80
81
82
83
84
85
86
87
88
89
90
91
92
93
94
95
96
97
98
99
100
101
102
103
104
105
106
107
108
109
110
111
112
113
114
115
116
117
118
119
120
121
122
123
124
125
126
127
128
129
130
131
132
133
134
135
136
137
138
139
140
141
142
143
144
145
146
147
148
149
150
151
152
153
154
155
156
157
158
159
160
161
162
163
164
165
166
167
168
169
170
171
172
173
174
175
176
177
178
179
180
181
182
183
184
185
186
187
188
189
190
191
192
193
194
195
196
197
198
199
200
201
202
203
204
205
206
207
208
209
210
211
212
213
214
215
216
217
218
219
220
221
222
223
|
ELASTIC LICENSE AGREEMENT
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.
Posted Date: April 20, 2018
This Agreement is entered into by and between Elasticsearch BV ("Elastic") and
You, or the legal entity on behalf of whom You are acting (as applicable,
"You").
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.
1.2 Reservation of Rights; Restrictions. As between Elastic and You, Elastic
and its licensors own all right, title and interest in and to the Elastic
Software, and except as expressly set forth in Sections 1.1, and 2.1 of this
Agreement, no other license to the Elastic Software is granted to You under
this Agreement, by implication, estoppel or otherwise. You agree not to: (i)
reverse engineer or decompile, decrypt, disassemble or otherwise reduce any
Elastic Software provided to You in Object Code, or any portion thereof, to
Source Code, except and only to the extent any such restriction is prohibited
by applicable law, (ii) except as expressly permitted in this Agreement,
prepare derivative works from, modify, copy or use the Elastic Software Object
Code or the Commercial Software Source Code in any manner; (iii) except as
expressly permitted in Section 1.1 above, transfer, sell, rent, lease,
distribute, sublicense, loan or otherwise transfer, Elastic Software Object
Code, in whole or in part, to any third party; (iv) use Elastic Software
Object Code for providing time-sharing services, any software-as-a-service,
service bureau services or as part of an application services provider or
other service offering (collectively, "SaaS Offering") where obtaining access
to the Elastic Software or the features and functions of the Elastic Software
is a primary reason or substantial motivation for users of the SaaS Offering
to access and/or use the SaaS Offering ("Prohibited SaaS Offering"); (v)
circumvent the limitations on use of Elastic Software provided to You in
Object Code format that are imposed or preserved by any License Key, or (vi)
alter or remove any Marks and Notices in the Elastic Software. If You have any
question as to whether a specific SaaS Offering constitutes a Prohibited SaaS
Offering, or are interested in obtaining Elastic's permission to engage in
commercial or non-commercial distribution of the Elastic Software, please
contact elastic_license@elastic.co.
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. COMMERCIAL SOFTWARE SOURCE CODE
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
3.1 Termination. This Agreement will automatically terminate, whether or not
You receive notice of such Termination from Elastic, if You breach any of its
provisions.
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.
4. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
4.1 Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE
LAW, THE ELASTIC SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND,
AND ELASTIC AND ITS LICENSORS MAKE NO WARRANTIES WHETHER EXPRESSED, IMPLIED OR
STATUTORY REGARDING OR RELATING TO THE ELASTIC SOFTWARE. TO THE MAXIMUM EXTENT
PERMITTED UNDER APPLICABLE LAW, ELASTIC AND ITS LICENSORS SPECIFICALLY
DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE ELASTIC SOFTWARE, AND WITH
RESPECT TO THE USE OF THE FOREGOING. FURTHER, ELASTIC DOES NOT WARRANT RESULTS
OF USE OR THAT THE ELASTIC SOFTWARE WILL BE ERROR FREE OR THAT THE USE OF THE
ELASTIC SOFTWARE WILL BE UNINTERRUPTED.
4.2 Limitation of Liability. IN NO EVENT SHALL ELASTIC OR ITS LICENSORS BE
LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT OR INDIRECT DAMAGES,
INCLUDING, WITHOUT LIMITATION, FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS
INTERRUPTION, LOSS OF DATA, COST OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY
SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, IN CONNECTION WITH
OR ARISING OUT OF THE USE OR INABILITY TO USE THE ELASTIC SOFTWARE, OR THE
PERFORMANCE OF OR FAILURE TO PERFORM THIS AGREEMENT, WHETHER ALLEGED AS A
BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF ELASTIC
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
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
The following terms have the meanings ascribed:
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.
6.5 "License" means a limited, non-exclusive, non-transferable, fully paid up,
royalty free, right and license, without the right to grant or authorize
sublicenses, solely for Your internal business operations to (i) install and
use the applicable Features and Functions of the Elastic Software in Object
Code, and (ii) permit Contractors and Your Affiliates to use the Elastic
software as set forth in (i) above, provided that such use by Contractors must
be solely for Your benefit and/or the benefit of Your Affiliates, and You
shall be responsible for all acts and omissions of such Contractors and
Affiliates in connection with their use of the Elastic software that are
contrary to the terms and conditions of this Agreement.
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.
6.8 "Non-production Environment" means an environment for development, testing
or quality assurance, where software is not used for production purposes.
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.
|
