OpenSearch/shield/LICENSE.txt

SHIELD SOFTWARE LICENSE AGREEMENT
         
READ THIS AGREEMENT CAREFULLY, WHICH CONSTITUTES A LEGALLY BINDING AGREEMENT AND GOVERNS YOUR USE OF ELASTICSEARCH'S
SHIELD SOFTWARE. BY INSTALLING AND/OR USING THE SHIELD SOFTWARE, YOU ARE INDICATING THAT YOU AGREE TO THE TERMS AND
CONDITIONS SET FORTH IN THIS AGREEMENT.  IF YOU DO NOT AGREE WITH SUCH TERMS AND CONDITIONS, YOU MAY NOT INSTALL OR USE
THE SHIELD SOFTWARE.
         
This SHIELD SOFTWARE LICENSE AGREEMENT (this "Agreement") is entered into by and between the applicable Elasticsearch
entity referred to in Attachment 1 below ("Elasticsearch") and the person or entity ("You") that has downloaded
Elasticsearch's Shield software to which this Agreement is attached ("Shield Software").  This Agreement is effective as
of the date an applicable ordering document ("Order Form") is entered into by Elasticsearch and You (the "Effective
Date").

1.  SOFTWARE LICENSE AND RESTRICTIONS

1.1  License Grants.

(a)  30 Day Free Trial License. Subject to the terms and conditions of this Agreement, Elasticsearch agrees to grant,
and does hereby grant to You for a period of thirty (30) days from the Effective Date (the "Trial Term"), solely for
Your internal business operations, a limited, non-exclusive, non-transferable, fully paid up,  right and license
(without the right to grant or authorize sublicenses) to: (i) install and use the object code version of the Shield
Software; (ii) use, and distribute internally a reasonable number of copies of the documentation, if any, provided with
the Shield Software ("Documentation"), provided that You must include on such copies all Elasticsearch trademarks, trade
names, logos and notices present on the Documentation as originally provided to You by Elasticsearch; (iii) permit third
party contractors performing services on Your behalf to use the Shield Software and Documentation as set forth in (i)
and (ii) above, provided that such use must be solely for Your benefit, and You shall be responsible for all acts and
omissions of such contractors in connection with their use of the Shield Software.  For the avoidance of doubt, You
understand and agree that upon the expiration of the Trial Term, Your license to use the Shield Software will terminate,
unless you purchase a Qualifying Subscription (as defined below) for Elasticsearch support services.

(b)  Fee-Bearing Production License. Subject to the terms and conditions of this Agreement and complete payment of any
and all applicable fees for a Gold or Platinum production subscription for support services for Elasticsearch open
source software (in each case, a "Qualifying Subscription"), Elasticsearch agrees to grant, and does hereby grant to You
during the term of the applicable Qualifying Subscription, and for the restricted scope of this Agreement, solely for
Your internal business operations, a limited, non-exclusive, non-transferable right and license (without the right to
grant or authorize sublicenses) to: (i) install and use the object code version of the Shield Software, subject to any
applicable quantitative limitations set forth in the applicable Order Form; (ii) use, and distribute internally a
reasonable number of copies of the Documentation, if any, provided with the Shield Software, provided that You must
include on such copies all  Elasticsearch trademarks, trade names, logos and notices present on the Documentation as
originally provided to You by Elasticsearch; (iii) permit third party contractors performing services on Your behalf to
use the Shield Software and Documentation as set forth in (i) and (ii) above, provided that such use must be solely for
Your benefit, and You shall be responsible for all acts and omissions of such contractors in connection with their use
of the Shield Software.

1.2  Reservation of Rights; Restrictions. As between Elasticsearch and You, Elasticsearch owns all right title and
interest in and to the Shield Software and any derivative works thereof, and except as expressly set forth in Section
1.1 above, no other license to the Shield Software is granted to You by implication, estoppel or otherwise.  You agree
not to: (i) prepare derivative works from, modify, copy or use the Shield Software in any manner except as expressly
permitted in this Agreement or applicable law; (ii) transfer, sell, rent, lease, distribute, sublicense, loan or
otherwise transfer the Shield Software in whole or in part to any third party; (iii) use the Shield Software for
providing time-sharing services, any software-as-a-service offering ("SaaS"), service bureau services or as part of an
application services provider or other service offering; (iv) alter or remove any proprietary notices in the Shield
Software; or (v) make available to any third party any analysis of the results of operation of the Shield Software,
including benchmarking results, without the prior written consent of Elasticsearch.  The Shield Software may contain or
be provided with 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
Elasticsearch or otherwise provided with the Shield Software or Documentation.  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).

1.3  Open Source. The Shield Software may contain or be provided with open source libraries, components, utilities and
other open source software (collectively, "Open Source"), which Open Source may have applicable license terms as
identified on a website designated by Elasticsearch or otherwise provided with the applicable Software or Documentation.
Notwithstanding anything to the contrary herein, use of the Open Source shall be subject to the applicable Open Source
license terms and conditions 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).

1.4  Audit Rights.  You agree that Elasticsearch shall have the right, upon five (5) business days' notice to You, to
audit Your use of the Shield Software for compliance with any quantitative limitations on Your use of the Shield
Software that are set forth in the applicable Order Form.  You agree to provide Elasticsearch with the necessary access
to the Shield Software to conduct such an audit either (i) remotely, or (ii) if remote performance is not possible, at
Your facilities, during normal business hours and no more than one (1) time in any twelve (12) month period.   In the
event any such audit reveals that You have used the Shield Software in excess of the applicable quantitative
limitations, You agree to promptly pay to Elasticsearch an amount equal to the difference between the fees actually paid
and the fees that You should have paid to remain in compliance with such quantitative limitations.  This Section 1.3
shall survive for a period of two (2) years from the termination or  expiration of this Agreement.
    
2.  TERM AND TERMINATION

2.1  Term.  This Agreement shall commence on the Effective Date, and shall continue in force for the license term set
forth in the applicable Order Form, unless earlier terminated under Section 2.2 below, provided, however, that if You do
not purchase a Qualifying Subscription prior to the expiration of the Trial Term, this Agreement will expire at the end
of the Trial Term.

2.2  Termination.  Either party may, upon written notice to the other party, terminate this Agreement for material
breach by the other party automatically and without any other formality, if such party has failed to cure such material
breach within thirty (30) days of receiving written notice of such material breach from the non-breaching party.
Notwithstanding the foregoing, this Agreement shall automatically terminate in the event that You intentionally breach
the scope of the license granted in Section 1.1 of this Agreement.

2.3  Post Termination or Expiration.  Upon termination or expiration of this Agreement, for any reason, You shall
promptly cease the use of the Shield Software and Documentation and destroy (and certify to Elasticsearch in writing the
fact of such destruction), or return to Elasticsearch, all copies of the Shield Software and Documentation then in Your
possession or under Your control.

2.4  Survival.  Sections 2.3, 2.4, 3, 4 and 5 shall survive any termination or expiration of this Agreement.

3.  DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE SHIELD SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY
KIND, AND ELASTICSEARCH AND ITS LICENSORS MAKE NO WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR
RELATING TO THE SHIELD SOFTWARE OR DOCUMENTATION.  TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ELASTICSEARCH
AND ITS LICENSORS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NON-INFRINGEMENT WITH RESPECT TO THE SHIELD SOFTWARE AND DOCUMENTATION, AND WITH RESPECT TO THE USE OF THE FOREGOING.
FURTHER, ELASTICSEARCH DOES NOT WARRANT RESULTS OF USE OR THAT THE SHIELD SOFTWARE WILL BE ERROR FREE OR THAT THE USE OF
THE SHIELD SOFTWARE WILL BE UNINTERRUPTED.

4.  LIMITATION OF LIABILITY

4.1  Disclaimer of Certain Damages. IN NO EVENT SHALL YOU OR ELASTICSEARCH OR ITS LICENSORS BE LIABLE FOR ANY LOSS OF
PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT,
SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE USE OR INABILITY TO
USE THE SHIELD 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 THE RESPONSIBLE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 4.1 SHALL NOT APPLY TO A BREACH THROUGH GROSS
NEGLIGENCE OR INTENTIONAL MISCONDUCT BY YOU OF THE SCOPE OF THE LICENSE GRANTED IN SECTION 1.1 OR TO ANY OTHER LIABILITY
THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

4.2  Damages Cap. IN NO EVENT SHALL ELASTICSEARCH'S OR ITS LICENSORS' AGGREGATE, CUMULATIVE LIABILITY UNDER THIS
AGREEMENT EXCEED THE AMOUNT YOU PAID, IN THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO LIABILITY,
UNDER THE ELASTICSEARCH SUPPORT SERVICES AGREEMENT PURSUANT TO WHICH YOU PURCHASED THE QUALIFYING SUBSCRIPTION, PROVIDED
THAT IF YOU ARE USING THE SHIELD SOFTWARE UNDER A TRIAL LICENSE PURSUANT TO SECTION 1.1(a), IN NO EVENT SHALL
ELASTICSEARCH'S AGGREGATE, CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED ONE THOUSAND DOLLARS ($1,000).

4.3  YOU AGREE THAT THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS ARE A REASONABLE ALLOCATION OF THE RISK
BETWEEN THE PARTIES AND WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS IN ITS
ESSENTIAL PURPOSE.

5.  MISCELLANEOUS

This Agreement, including Attachment 1 hereto, which is hereby incorporated herein by this reference, 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.  For the avoidance of doubt, the parties hereby expressly acknowledge and agree that if You issue
any purchase order or similar document in connection with its purchase of a license to the Shield Software, You will do
so only for Your internal, administrative purposes and not with the intent to provide any contractual terms. This
Agreement may not be modified except by a subsequently dated, written amendment that expressly amends this Agreement and
which is signed on behalf of Elasticsearch and You, by duly authorized representatives. If any provision(s) hereof is
held unenforceable, this Agreement will  continue without said provision and be interpreted to reflect the original
intent of the parties.


ATTACHMENT 1

ADDITIONAL TERMS AND CONDITIONS

A.  The following additional  terms and conditions apply to all Customers with principal offices in the United States of
America:

(1)  Applicable Elasticsearch Entity. The entity providing the license is Elasticsearch, Inc., a Delaware corporation.

(2)  Government Rights. The Shield Software product is "Commercial Computer Software," as that term is defined in 48
(C.F.R. 2.101, and as the term is used in 48 C.F.R. Part 12, and is a Commercial Item comprised of "commercial computer
(software" and "commercial computer software documentation".  If acquired by or on behalf of a civilian agency, the U.S.
(Government acquires this commercial computer software and/or commercial computer software documentation subject to the
(terms of this Agreement, as specified in 48 C.F.R. 12.212 Computer Software) and 12.211 Technical Data) of the Federal
(Acquisition Regulation "FAR") and its successors.  If acquired by or on behalf of any agency within the Department of
(Defense "DOD"), the U.S. Government acquires this commercial computer software and/or commercial computer software
(documentation subject to the terms of the Elasticsearch Software License Agreement as specified in 48 C.F.R. 227.7202-3
(and 48 C.F.R. 227.7202-4 of the DOD FAR Supplement "DFARS") and its successors, and consistent with 48 C.F.R. 227.7202.
(This U.S. Government Rights clause, consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202 is in lieu of, and
(supersedes, any other FAR, DFARS, or other clause or provision that addresses Government rights in computer software,
(computer software documentation or technical data related to the Shield Software under this Agreement and in any
(Subcontract under which this commercial computer software and commercial computer software documentation is acquired or
(licensed.
   
(3)  Export Control. You acknowledge that the goods, software and technology acquired from Elasticsearch are subject to
(U.S. export control laws and regulations, including but not limited to the International Traffic In Arms Regulations
("ITAR") 22 C.F.R. Parts 120-130 2010)); the Export Administration Regulations "EAR") 15 C.F.R. Parts 730-774 2010));
(the U.S. antiboycott regulations in the EAR and U.S. Department of the Treasury regulations; the economic sanctions
(regulations and guidelines of the U.S. Department of the Treasury, Office of Foreign Assets Control, and the USA
(Patriot Act Title III of Pub. L. 107-56, signed into law October 26, 2001), as amended.  You are now and will remain in
(the future compliant with all such export control laws and regulations, and will not export, re-export, otherwise
(transfer any Elasticsearch goods, software or technology or disclose any Elasticsearch software or technology to any
(person contrary to such laws or regulations.  You acknowledge that remote access to the Shield Software may in certain
(circumstances be considered a re-export of Shield Software, and accordingly, may not be granted in contravention of
(U.S. export control laws and regulations.

(4)  Governing Law.  This Agreement will be governed by the laws of the State of California, without regard to its
(conflict of laws principles. This Agreement shall not be governed by the 1980 UN Convention on Contracts for the
(International Sale of Goods. All suits hereunder will be brought solely in Federal Court for the Northern District of
(California, or if that court lacks subject matter jurisdiction, in any California State Court located in Santa Clara
(County.  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.

B.  The following additional terms and conditions apply to all Customers with principal offices in Canada:

(1)  Applicable Elasticsearch Entity. The entity providing the license is Elasticsearch B.C. Ltd., a corporation
(incorporated under laws of the Province of British Columbia.

(2)  Export Control. You acknowledge that the goods, software and technology acquired from Elasticsearch are subject to
the restrictions and controls set out in Section A(3) above as well as those imposed by the Export and Import Permits
Act (Canada) and the regulations thereunder and that you will comply with all applicable laws and regulations. Without
limitation, You acknowledge that the Marvel Software, or any portion thereof, will not be exported: (a) to any country
on Canada's Area Control List; (b) to any country subject to UN Security Council embargo or action; or (c) contrary to
Canada's Export Control List Item 5505. You are now and will remain in the future compliant with all such export control
laws and regulations, and will not export, re-export, otherwise transfer any Elasticsearch goods, software or technology
or disclose any Elasticsearch software or technology to any person contrary to such laws or regulations.  You will not
export or  re-export the Marvel Software, or any portion thereof, directly or indirectly, in violation of the Canadian
export administration laws and regulations to any country or end user, or to any end user who you know or have reason to
know will utilize them in the design, development or production of nuclear, chemical or biological weapons. You further
acknowledge that the Marvel Software product may include technical data subject to such Canadian export regulations.
Elasticsearch does not represent that the Marvel Software is appropriate or available for use in all countries.
Elasticsearch prohibits accessing materials from countries or states where contents are illegal. You are using the
Marvel Software on your own initiative and you are responsible for compliance with all applicable laws. You hereby agree
to indemnify Elasticsearch and its affiliates from any claims, actions, liability or expenses (including reasonable
lawyers' fees) resulting from Your failure to act in accordance with the acknowledgements, agreements, and
representations in this Section B(2).

(3)  Governing Law and Dispute Resolution. This Agreement shall be governed by the Province of Ontario and the federal
laws of Canada applicable therein without regard to conflict of laws provisions. 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.
Any dispute, claim or controversy arising out of or relating to this Agreement or the existence, breach, termination,
enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this
agreement to arbitrate, (each, a "Dispute"), which the parties are unable to resolve after good faith negotiations,
shall be submitted first to the upper management level of the parties. The parties, through their upper management level
representatives shall  meet within thirty (30) days of the Dispute being referred to them and if the parties are unable
to resolve such Dispute within thirty (30) days of meeting, the parties agree to seek to resolve the Dispute through
mediation with ADR Chambers in the City of Toronto, Ontario, Canada before pursuing any other proceedings. The costs of
the mediator shall be shared equally by the parties. If the Dispute has not been resolved within thirty (30) days of the
notice to desire to mediate, any party may terminate the mediation and proceed to arbitration and the matter shall be
referred to and finally resolved by arbitration at ADR Chambers pursuant to the general ADR Chambers Rules for
Arbitration in the City of Toronto, Ontario, Canada.  The arbitration shall proceed in accordance with the provisions of
the Arbitration Act (Ontario).  The arbitral panel shall consist of three (3) arbitrators, selected as follows: each
party shall appoint one (1) arbitrator; and those two (2) arbitrators shall discuss and select a chairman. If the two
(2) party-appointed arbitrators are unable to agree on the chairman, the chairman shall be selected in accordance with
the applicable rules of the arbitration body. Each arbitrator shall be independent of each of the parties.  The
arbitrators shall have the authority to grant specific performance and to allocate between the parties the costs of
arbitration (including service fees, arbitrator fees and all other fees related to the arbitration) in such equitable
manner as the arbitrators may determine.  The prevailing party in any arbitration shall be entitled to receive
reimbursement of its reasonable expenses incurred in connection therewith.  Judgment upon the award so rendered may be
entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and
an order of enforcement, as the case may be.  Notwithstanding the foregoing, Elasticsearch shall have the right to
institute an action in a court of proper jurisdiction for preliminary injunctive relief pending a final decision by the
arbitrator, provided that a permanent injunction and damages shall only be awarded by the arbitrator.  The language to
be used in the arbitral proceedings shall be English.

(4)  Language. Any translation of this Agreement is done for local requirements and in the event of a dispute between
(the English and any non-English version, the English version of this Agreement shall govern. At the request of the
(parties, the official language of this Agreement and all communications and documents relating hereto is the English
(language, and the English-language version shall govern all interpretation of the Agreement.  Ë la demande des parties,
(la langue officielle de la prŽsente convention ainsi que toutes communications et tous documents s'y rapportant est la
(langue anglaise, et la version anglaise est celle qui rŽgit toute interprŽtation de la prŽsente convention.

(5)  Disclaimer of Warranties.  For Customers with principal offices in the Province of QuŽbec, the following new
(sentence is to be added to the end of Section 3: "SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OR EXCLUSIONS OF CERTAIN
(TYPES OF DAMAGES AND/OR WARRANTIES AND CONDITIONS. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SET FORTH IN THIS
(AGREEMENT SHALL NOT APPLY IF AND ONLY IF AND TO THE EXTENT THAT THE LAWS OF A COMPETENT JURISDICTION REQUIRE
(LIABILITIES BEYOND AND DESPITE THESE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS."

(6)  Limitation of Liability.  For Customers with principal offices in the Province of QuŽbec, the following new
(sentence is to be added to the end of Section 4.1: "SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OR EXCLUSIONS OF
(CERTAIN TYPES OF DAMAGES AND/OR WARRANTIES AND CONDITIONS.  THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SET FORTH IN
(THIS AGREEMENT SHALL NOT APPLY IF AND ONLY IF AND TO THE EXTENT THAT THE LAWS OF A COMPETENT JURISDICTION REQUIRE
(LIABILITIES BEYOND AND DESPITE THESE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS."

C.  The following additional terms and conditions apply to all Customers with principal offices outside of the United
States of America and Canada:

(1)  Applicable Elasticsearch Entity. The entity providing the license in Germany is Elasticsearch Gmbh; in France is
(Elasticsearch SARL, in the United Kingdom is Elasticsearch Ltd, in Australia is Elasticsearch Pty Ltd., in Japan is
(Elasticsearch KK, and in all other countries is Elasticsearch BV.

(2)  Choice of Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of New
(York, without reference to or application of choice of law rules or principles. Notwithstanding any choice of law
(provision or otherwise, the Uniform Computer Information Transactions Act UCITA) and the United Nations Convention on
(the International Sale of Goods shall not apply.

(3)  Arbitration.  Any dispute, claim or controversy arising out of or relating to this Agreement or the existence,
(breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or
(applicability of this agreement to arbitrate, each, a "Dispute") shall be referred to and finally resolved by
(arbitration under the rules and at the location identified below.  The arbitral panel shall consist of three 3)
(arbitrators, selected as follows: each party shall appoint one 1) arbitrator; and those two 2) arbitrators shall
(discuss and select a chairman. If the two party-appointed arbitrators are unable to agree on the chairman, the chairman
(shall be selected in accordance with the applicable rules of the arbitration body. Each arbitrator shall be independent
(of each of the parties.  The arbitrators shall have the authority to grant specific performance and to allocate between
(the parties the costs of arbitration including service fees, arbitrator fees and all other fees related to the
(arbitration) in such equitable manner as the arbitrators may determine.  The prevailing party in any arbitration shall
(be entitled to receive reimbursement of its reasonable expenses incurred in connection therewith.  Judgment upon the
(award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial
(acceptance of any award and an order of enforcement, as the case may be.  Notwithstanding the foregoing, Elasticsearch
(shall have the right to institute an action in a court of proper jurisdiction for preliminary injunctive relief pending
(a final decision by the arbitrator, provided that a permanent injunction and damages shall only be awarded by the
(arbitrator.  The language to be used in the arbitral proceedings shall be English.

(a)  In addition, the following terms only apply to Customers with principal offices within Europe, the Middle East or
(Africa EMEA):

Arbitration Rules and Location.  Any Dispute shall be referred to and finally resolved by arbitration under the London
Court of International Arbitration ("LCIA") Rules (which Rules are deemed to be incorporated by reference into this
clause) on the basis that the governing law is the law of the State of New York, USA.  The seat, or legal place, of
arbitration shall be London, England.

(b)  In addition, the following terms only apply to Customers with principal offices within Asia Pacific, Australia &
(New Zealand:

Arbitration Rules and Location.  Any Dispute shall be referred to and finally resolved by arbitration under the Rules of
Conciliation and Arbitration of the International Chamber of Commerce ("ICC") in force on the date when the notice of
arbitration is submitted in accordance with such Rules (which Rules are deemed to be incorporated by reference into this
clause) on the basis that the governing law is the law of the State of New York, USA.  The seat, or legal place, of
arbitration shall be Singapore.

(c)  In addition, the following terms only apply to Customers with principal offices within the Americas excluding North
(America):

Arbitration Rules and Location.  Any Dispute shall be referred to and finally resolved by arbitration under
International Dispute Resolution Procedures of the American Arbitration Association ("AAA") in force on the date when
the notice of arbitration is submitted in accordance with such Procedures (which Procedures are deemed to be
incorporated by reference into this clause) on the basis that the governing law is the law of the State of New York,
USA.  The seat, or legal place, of arbitration shall be New York, New York, USA.

(4)  In addition, for Customers with principal offices within the UK, the following new sentence is added to the end of
(Section 4.1:

Nothing in this Agreement shall have effect so as to limit or exclude a party's liability for death or personal injury
caused by negligence or for fraud including fraudulent misrepresentation and this Section 4.1 shall take effect subject
to this provision.

(5)  In addition, for Customers with principal offices within France, Sections 1.2, 3 and 4.1 of the Agreement are
(deleted and replaced with the following new Sections 1.2, 3 and 4.1:

1.2  Reservation of Rights; Restrictions. Elasticsearch owns all right title and interest in and to the Shield Software
and any derivative works thereof, and except as expressly set forth in Section 1.1 above, no other license to the Shield
Software is granted to You by implication, or otherwise. You agree not to prepare derivative works from, modify, copy or
use the Shield Software in any manner except as expressly permitted in this Agreement; provided that You may copy the
Shield Software for archival purposes, only where such software is provided on a non-durable medium; and You may
decompile the Shield Software, where necessary for interoperability purposes and where necessary for the correction of
errors making the software unfit for its intended purpose, if such right is not reserved by Elasticsearch as editor of
the Shield Software.  Pursuant to article L122-6-1 of the French intellectual property code, Elasticsearch reserves the
right to correct any bugs as necessary for the Shield Software to serve its intended purpose. You agree not to: (i)
transfer, sell, rent, lease, distribute, sublicense, loan or otherwise transfer the Shield Software in whole or in part
to any third party; (ii) use the  Shield Software for providing time-sharing services, any software-as-a-service
offering ("SaaS"), service bureau services or as part of an application services provider or other service offering;
(iii) alter or remove any proprietary notices in the Shield Software; or (iv) make available to any third party any
analysis of the results of operation of the Shield Software, including benchmarking results, without the prior written
consent of Elasticsearch.

3.  DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE SHIELD SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY
KIND, AND ELASTICSEARCH AND ITS LICENSORS MAKE NO WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR
RELATING TO THE SHIELD SOFTWARE OR DOCUMENTATION.  TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ELASTICSEARCH
AND ITS LICENSORS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE
SHIELD SOFTWARE AND DOCUMENTATION, AND WITH RESPECT TO THE USE OF THE FOREGOING.  FURTHER, ELASTICSEARCH DOES NOT
WARRANT RESULTS OF USE OR THAT THE SHIELD SOFTWARE WILL BE ERROR FREE OR THAT THE USE OF THE SHIELD SOFTWARE WILL BE
UNINTERRUPTED.

4.1  Disclaimer of Certain Damages. IN NO EVENT SHALL YOU OR ELASTICSEARCH OR ITS LICENSORS BE LIABLE FOR ANY LOSS OF
PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT OR
UNFORESEEABLE DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE USE OR INABILITY TO USE THE SHIELD SOFTWARE,
OR THE PERFORMANCE OF OR FAILURE TO PERFORM THIS AGREEMENT, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT,
INCLUDING NEGLIGENCE. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 4.1 SHALL NOT APPLY TO A BREACH, THROUGH
GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT BY YOU, OF THE SCOPE OF THE LICENSE GRANTED IN SECTION 1.1, OR IN CASE OF
DEATH OR PERSONAL INJURY.

(6)  In addition, for Customers with principal offices within Australia, Sections 4.1, 4.2 and 4.3 of the Agreement are
(deleted and replaced with the following new Sections 4.1, 4.2 and 4.3:

4.1  Disclaimer of Certain Damages.  Subject to clause 4.3, a party is not liable for Consequential Loss however caused
(including by the negligence of that party) suffered or incurred by the other party in connection with this agreement.
"Consequential Loss" means loss of revenues, loss of reputation, indirect loss, loss of profits, consequential loss,
loss of actual or anticipated savings, indirect loss, lost opportunities, including opportunities to enter into
arrangements with third  parties, loss or damage in connection with claims against by third parties, or loss or
corruption or data.

4.2  Damages Cap. SUBJECT TO CLAUSES 4.1 AND 4.3, ANY LIABILITY OF ELASTICSEARCH FOR ANY LOSS OR DAMAGE, HOWEVER CAUSED
(INCLUDING BY THE NEGLIGENCE OF ELASTICSEARCH), SUFFERED BY YOU IN CONNECTION WITH THIS AGREEMENT IS LIMITED TO THE
AMOUNT YOU PAID, IN THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO LIABILITY, UNDER THE
ELASTICSEARCH SUPPORT SERVICES AGREEMENT IN CONNECTION WITH WHICH YOU OBTAINED THE LICENSE TO USE THE SHIELD SOFTWARE.
THE LIMITATION SET OUT IN THIS SECTION 4.2 IS AN AGGREGATE LIMIT FOR ALL CLAIMS, WHENEVER MADE.

4.3  Limitation and Disclaimer Exceptions. If the Competition and Consumer Act 2010 (Cth) or any other legislation or
any other legislation states that there is a guarantee in relation to any good or service supplied by Elasticsearch in
connection with this agreement, and Elasticsearch's liability for failing to comply with that guarantee cannot be
excluded but may be limited, Sections 4.1 and 4.2 do not apply to that liability and instead Elasticsearch's liability
for such failure is  limited (at Elasticsearch's election) to, in the case of a supply of goods, the Elasticsearch
replacing the goods or supplying equivalent goods or repairing the goods, or in the case of a supply of services,
Elasticsearch supplying the services again or paying the cost of having the services supplied again.

(7)  In addition, for Customers with principal offices within Japan, Sections 1.2, 3 and 4.1 of the Agreement are
(deleted and replaced with the following new Sections 1.2, 3 and 4.1:

1.2  Reservation of Rights; Restrictions. As between Elasticsearch and You, Elasticsearch owns all right title and
interest in and to the Shield Software and any derivative works thereof, and except as expressly set forth in Section
1.1 above, no other license to the Shield Software is granted to You by implication or otherwise.  You agree not to: (i)
prepare derivative works from, modify, copy or use the Shield Software in any manner except as expressly permitted in
this  Agreement or applicable law; (ii) transfer, sell, rent, lease, distribute, sublicense, loan or otherwise transfer
the Shield Software in whole or in part to any third party; (iii) use the Shield Software for providing time-sharing
services, any software-as-a-service offering ("SaaS"), service bureau services or as part of an application services
provider or other service offering; (iv) alter or remove any proprietary notices in the Shield Software; or (v) make
available to any third party any analysis of the results of operation of the Shield Software, including benchmarking
results, without the prior written consent of Elasticsearch.

3.  DISCLAIMER OF WARRANTIES TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE SHIELD SOFTWARE IS PROVIDED "AS
IS" WITHOUT WARRANTY OF ANY KIND, AND ELASTICSEARCH AND ITS LICENSORS MAKE NO WARRANTIES WHETHER EXPRESSED, IMPLIED OR
STATUTORY REGARDING OR RELATING TO THE SHIELD SOFTWARE OR DOCUMENTATION.  TO THE MAXIMUM EXTENT PERMITTED UNDER
APPLICABLE LAW, ELASTICSEARCH AND ITS LICENSORS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SHIELD SOFTWARE AND DOCUMENTATION, AND WITH RESPECT TO
THE USE OF THE FOREGOING.  FURTHER, ELASTICSEARCH DOES NOT WARRANT RESULTS OF USE OR THAT THE SHIELD SOFTWARE WILL BE
ERROR FREE OR THAT THE USE OF THE SHIELD SOFTWARE WILL BE UNINTERRUPTED.

4.1  Disclaimer of Certain Damages. IN NO EVENT SHALL YOU OR ELASTICSEARCH OR ITS LICENSORS BE LIABLE FOR ANY LOSS OF
PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY
SPECIALINDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE USE
OR INABILITY TO USE THE SHIELD 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 THE RESPONSIBLE PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 4.1 SHALL NOT APPLY TO A BREACH
THROUGH GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT BY YOU OF THE SCOPE OF THE LICENSE GRANTED IN SECTION 1.1 OR TO ANY
OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.