224 lines
13 KiB
Plaintext
224 lines
13 KiB
Plaintext
ELASTIC LICENSE AGREEMENT
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PLEASE READ CAREFULLY THIS ELASTIC LICENSE AGREEMENT (THIS "AGREEMENT"), WHICH
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CONSTITUTES A LEGALLY BINDING AGREEMENT AND GOVERNS ALL OF YOUR USE OF ALL OF
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THE ELASTIC SOFTWARE WITH WHICH THIS AGREEMENT IS INCLUDED ("ELASTIC SOFTWARE")
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THAT IS PROVIDED IN OBJECT CODE FORMAT, AND, IN ACCORDANCE WITH SECTION 2 BELOW,
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CERTAIN OF THE ELASTIC SOFTWARE THAT IS PROVIDED IN SOURCE CODE FORMAT. BY
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INSTALLING OR USING ANY OF THE ELASTIC SOFTWARE GOVERNED BY THIS AGREEMENT, YOU
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ARE ASSENTING TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE
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WITH SUCH TERMS AND CONDITIONS, YOU MAY NOT INSTALL OR USE THE ELASTIC SOFTWARE
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GOVERNED BY THIS AGREEMENT. IF YOU ARE INSTALLING OR USING THE SOFTWARE ON
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BEHALF OF A LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE ACTUAL
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AUTHORITY TO AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT ON BEHALF OF
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SUCH ENTITY.
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Posted Date: April 20, 2018
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This Agreement is entered into by and between Elasticsearch BV ("Elastic") and
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You, or the legal entity on behalf of whom You are acting (as applicable,
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"You").
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1. OBJECT CODE END USER LICENSES, RESTRICTIONS AND THIRD PARTY OPEN SOURCE
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SOFTWARE
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1.1 Object Code End User License. Subject to the terms and conditions of
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Section 1.2 of this Agreement, Elastic hereby grants to You, AT NO CHARGE and
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for so long as you are not in breach of any provision of this Agreement, a
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License to the Basic Features and Functions of the Elastic Software.
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1.2 Reservation of Rights; Restrictions. As between Elastic and You, Elastic
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and its licensors own all right, title and interest in and to the Elastic
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Software, and except as expressly set forth in Sections 1.1, and 2.1 of this
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Agreement, no other license to the Elastic Software is granted to You under
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this Agreement, by implication, estoppel or otherwise. You agree not to: (i)
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reverse engineer or decompile, decrypt, disassemble or otherwise reduce any
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Elastic Software provided to You in Object Code, or any portion thereof, to
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Source Code, except and only to the extent any such restriction is prohibited
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by applicable law, (ii) except as expressly permitted in this Agreement,
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prepare derivative works from, modify, copy or use the Elastic Software Object
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Code or the Commercial Software Source Code in any manner; (iii) except as
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expressly permitted in Section 1.1 above, transfer, sell, rent, lease,
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distribute, sublicense, loan or otherwise transfer, Elastic Software Object
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Code, in whole or in part, to any third party; (iv) use Elastic Software
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Object Code for providing time-sharing services, any software-as-a-service,
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service bureau services or as part of an application services provider or
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other service offering (collectively, "SaaS Offering") where obtaining access
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to the Elastic Software or the features and functions of the Elastic Software
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is a primary reason or substantial motivation for users of the SaaS Offering
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to access and/or use the SaaS Offering ("Prohibited SaaS Offering"); (v)
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circumvent the limitations on use of Elastic Software provided to You in
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Object Code format that are imposed or preserved by any License Key, or (vi)
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alter or remove any Marks and Notices in the Elastic Software. If You have any
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question as to whether a specific SaaS Offering constitutes a Prohibited SaaS
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Offering, or are interested in obtaining Elastic's permission to engage in
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commercial or non-commercial distribution of the Elastic Software, please
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contact elastic_license@elastic.co.
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1.3 Third Party Open Source Software. The Commercial Software may contain or
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be provided with third party open source libraries, components, utilities and
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other open source software (collectively, "Open Source Software"), which Open
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Source Software may have applicable license terms as identified on a website
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designated by Elastic. Notwithstanding anything to the contrary herein, use of
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the Open Source Software shall be subject to the license terms and conditions
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applicable to such Open Source Software, to the extent required by the
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applicable licensor (which terms shall not restrict the license rights granted
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to You hereunder, but may contain additional rights). To the extent any
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condition of this Agreement conflicts with any license to the Open Source
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Software, the Open Source Software license will govern with respect to such
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Open Source Software only. Elastic may also separately provide you with
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certain open source software that is licensed by Elastic. Your use of such
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Elastic open source software will not be governed by this Agreement, but by
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the applicable open source license terms.
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2. COMMERCIAL SOFTWARE SOURCE CODE
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2.1 Limited License. Subject to the terms and conditions of Section 2.2 of
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this Agreement, Elastic hereby grants to You, AT NO CHARGE and for so long as
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you are not in breach of any provision of this Agreement, a limited,
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non-exclusive, non-transferable, fully paid up royalty free right and license
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to the Commercial Software in Source Code format, without the right to grant
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or authorize sublicenses, to prepare Derivative Works of the Commercial
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Software, provided You (i) do not hack the licensing mechanism, or otherwise
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circumvent the intended limitations on the use of Elastic Software to enable
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features other than Basic Features and Functions or those features You are
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entitled to as part of a Subscription, and (ii) use the resulting object code
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only for reasonable testing purposes.
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2.2 Restrictions. Nothing in Section 2.1 grants You the right to (i) use the
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Commercial Software Source Code other than in accordance with Section 2.1
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above, (ii) use a Derivative Work of the Commercial Software outside of a
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Non-production Environment, in any production capacity, on a temporary or
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permanent basis, or (iii) transfer, sell, rent, lease, distribute, sublicense,
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loan or otherwise make available the Commercial Software Source Code, in whole
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or in part, to any third party. Notwithstanding the foregoing, You may
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maintain a copy of the repository in which the Source Code of the Commercial
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Software resides and that copy may be publicly accessible, provided that you
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include this Agreement with Your copy of the repository.
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3. TERMINATION
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3.1 Termination. This Agreement will automatically terminate, whether or not
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You receive notice of such Termination from Elastic, if You breach any of its
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provisions.
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3.2 Post Termination. Upon any termination of this Agreement, for any reason,
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You shall promptly cease the use of the Elastic Software in Object Code format
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and cease use of the Commercial Software in Source Code format. For the
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avoidance of doubt, termination of this Agreement will not affect Your right
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to use Elastic Software, in either Object Code or Source Code formats, made
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available under the Apache License Version 2.0.
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3.3 Survival. Sections 1.2, 2.2. 3.3, 4 and 5 shall survive any termination or
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expiration of this Agreement.
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4. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
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4.1 Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE
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LAW, THE ELASTIC SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND,
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AND ELASTIC AND ITS LICENSORS MAKE NO WARRANTIES WHETHER EXPRESSED, IMPLIED OR
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STATUTORY REGARDING OR RELATING TO THE ELASTIC SOFTWARE. TO THE MAXIMUM EXTENT
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PERMITTED UNDER APPLICABLE LAW, ELASTIC AND ITS LICENSORS SPECIFICALLY
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DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
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PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE ELASTIC SOFTWARE, AND WITH
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RESPECT TO THE USE OF THE FOREGOING. FURTHER, ELASTIC DOES NOT WARRANT RESULTS
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OF USE OR THAT THE ELASTIC SOFTWARE WILL BE ERROR FREE OR THAT THE USE OF THE
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ELASTIC SOFTWARE WILL BE UNINTERRUPTED.
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4.2 Limitation of Liability. IN NO EVENT SHALL ELASTIC OR ITS LICENSORS BE
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LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT OR INDIRECT DAMAGES,
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INCLUDING, WITHOUT LIMITATION, FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS
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INTERRUPTION, LOSS OF DATA, COST OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY
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SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, IN CONNECTION WITH
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OR ARISING OUT OF THE USE OR INABILITY TO USE THE ELASTIC SOFTWARE, OR THE
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PERFORMANCE OF OR FAILURE TO PERFORM THIS AGREEMENT, WHETHER ALLEGED AS A
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BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF ELASTIC
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HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
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5. MISCELLANEOUS
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This Agreement completely and exclusively states the entire agreement of the
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parties regarding the subject matter herein, and it supersedes, and its terms
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govern, all prior proposals, agreements, or other communications between the
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parties, oral or written, regarding such subject matter. This Agreement may be
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modified by Elastic from time to time, and any such modifications will be
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effective upon the "Posted Date" set forth at the top of the modified
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Agreement. If any provision hereof is held unenforceable, this Agreement will
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continue without said provision and be interpreted to reflect the original
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intent of the parties. This Agreement and any non-contractual obligation
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arising out of or in connection with it, is governed exclusively by Dutch law.
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This Agreement shall not be governed by the 1980 UN Convention on Contracts
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for the International Sale of Goods. All disputes arising out of or in
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connection with this Agreement, including its existence and validity, shall be
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resolved by the courts with jurisdiction in Amsterdam, The Netherlands, except
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where mandatory law provides for the courts at another location in The
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Netherlands to have jurisdiction. The parties hereby irrevocably waive any and
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all claims and defenses either might otherwise have in any such action or
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proceeding in any of such courts based upon any alleged lack of personal
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jurisdiction, improper venue, forum non conveniens or any similar claim or
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defense. A breach or threatened breach, by You of Section 2 may cause
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irreparable harm for which damages at law may not provide adequate relief, and
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therefore Elastic shall be entitled to seek injunctive relief without being
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required to post a bond. You may not assign this Agreement (including by
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operation of law in connection with a merger or acquisition), in whole or in
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part to any third party without the prior written consent of Elastic, which
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may be withheld or granted by Elastic in its sole and absolute discretion.
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Any assignment in violation of the preceding sentence is void. Notices to
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Elastic may also be sent to legal@elastic.co.
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6. DEFINITIONS
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The following terms have the meanings ascribed:
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6.1 "Affiliate" means, with respect to a party, any entity that controls, is
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controlled by, or which is under common control with, such party, where
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"control" means ownership of at least fifty percent (50%) of the outstanding
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voting shares of the entity, or the contractual right to establish policy for,
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and manage the operations of, the entity.
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6.2 "Basic Features and Functions" means those features and functions of the
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Elastic Software that are eligible for use under a Basic license, as set forth
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at https://www.elastic.co/subscriptions, as may be modified by Elastic from
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time to time.
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6.3 "Commercial Software" means the Elastic Software Source Code in any file
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containing a header stating the contents are subject to the Elastic License or
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which is contained in the repository folder labeled "x-pack", unless a LICENSE
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file present in the directory subtree declares a different license.
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6.4 "Derivative Work of the Commercial Software" means, for purposes of this
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Agreement, any modification(s) or enhancement(s) to the Commercial Software,
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which represent, as a whole, an original work of authorship.
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6.5 "License" means a limited, non-exclusive, non-transferable, fully paid up,
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royalty free, right and license, without the right to grant or authorize
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sublicenses, solely for Your internal business operations to (i) install and
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use the applicable Features and Functions of the Elastic Software in Object
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Code, and (ii) permit Contractors and Your Affiliates to use the Elastic
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software as set forth in (i) above, provided that such use by Contractors must
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be solely for Your benefit and/or the benefit of Your Affiliates, and You
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shall be responsible for all acts and omissions of such Contractors and
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Affiliates in connection with their use of the Elastic software that are
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contrary to the terms and conditions of this Agreement.
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6.6 "License Key" means a sequence of bytes, including but not limited to a
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JSON blob, that is used to enable certain features and functions of the
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Elastic Software.
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6.7 "Marks and Notices" means all Elastic trademarks, trade names, logos and
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notices present on the Documentation as originally provided by Elastic.
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6.8 "Non-production Environment" means an environment for development, testing
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or quality assurance, where software is not used for production purposes.
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6.9 "Object Code" means any form resulting from mechanical transformation or
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translation of Source Code form, including but not limited to compiled object
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code, generated documentation, and conversions to other media types.
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6.10 "Source Code" means the preferred form of computer software for making
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modifications, including but not limited to software source code,
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documentation source, and configuration files.
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6.11 "Subscription" means the right to receive Support Services and a License
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to the Commercial Software.
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