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PLEASE READ CAREFULLY THIS ELASTIC GEOIP DATABASE SERVICE AGREEMENT (THIS "AGREEMENT"), WHICH CONSTITUTES A LEGALLY BINDING AGREEMENT AND GOVERNS YOUR USE OF THE SERVICE (AS DEFINED HEREIN) TO WHICH THIS AGREEMENT PERTAINS. BY USING THE SERVICE GOVERNED BY THIS AGREEMENT, YOU ARE ASSENTING TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND CONFIRMING THAT YOU ARE A USER OF SOFTWARE (AS THAT TERM IS DEFINED HEREIN). IF YOU DO NOT AGREE WITH SUCH TERMS AND CONDITIONS, YOU MAY NOT USE THE SERVICE GOVERNED BY THIS AGREEMENT. IF YOU ARE USING THE SERVICE 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: July 1, 2021
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"). Capitalized terms have the meaning set forth in the Section entitled "Definitions" or where first used, as applicable.
- 1. USE OF THE SERVICE; DATA LICENSE
- 1.1 Use of the Service. The Service may be used only by users of (i) the Elasticsearch software licensed from Elastic under the Elastic License 2.0 (or other license obtained from Elastic that includes the right to use the Service), or (ii) the Logstash software licensed under the Elastic License 1.0 or 2.0 (or other license obtained from Elastic that includes the right to use the Service) (each of (i) and (ii), "Software"), and solely to the extent necessary to be utilized by the GeoIP Processor/Plugin functionality included within such Software.
- 1.2 Data License. The Service uses the GeoLite2 Data created and licensed by MaxMind. Your use of GeoLite2 Data is subject to the terms (as may be modified by MaxMind from time to time, "GeoLite2 Data License") under which MaxMind makes GeoLite2 Data generally available (as described in the license.txt file furnished by the Service alongside the GeoLite2 Data, or as otherwise set forth at https://www.maxmind.com/en/geolite2/eula or a successor webpage published by MaxMind), not this Agreement. Elastic offers the Service to facilitate Your compliance with the GeoLite2 Data License, but You acknowledge and agree that You, not Elastic, are solely and fully responsible for complying with the GeoLite2 Data License in connection with Your use of the GeoLite2 Data. You acknowledge and agree that any Update Failure, regardless of cause, will not relieve You of any obligations to which You are subject under the GeoLite2 Data License, including (but not limited to) the obligation to cease use of and destroy any old versions of the GeoLite2 Data within thirty (30) days following the release by MaxMind of an updated version of GeoLite2 Data.
- 1.3 Reservation of Rights. As between Elastic and You, Elastic and its licensors own all right, title and interest in and to the Service, and except as expressly set forth in Section 1.1 of this Agreement, no other license or right to the Service is granted to You under this Agreement, by implication, estoppel or otherwise.
- 2. RESTRICTIONS
- 2.1 Use of the Services. You agree to use the Service only in compliance with applicable law. You also agree not to: (i) prepare derivative works from, modify, or copy the Service or any component thereof in any manner; (ii) transfer, sell, rent, lease, distribute, sublicense, loan or otherwise transfer the Service, in whole or in part, to any third party or otherwise make Your access to the Service available to a third party, including as part of a time-sharing, software-as-a-service or service bureau arrangement or as part of an application services provider or other service offering; (iii) alter, remove or obscure any Marks and Notices in the Service; (iv) access or use the Service for any purpose other than as provided in Section 1.1, including to monitor its availability, performance or functionality, or for any other benchmarking or competitive purposes, including, without limitation, for the purpose of designing and/or developing any competitive services; (v) interfere with or disrupt the integrity or performance of the Service; or (vi) attempt to gain unauthorized access to the Service or any associated systems or networks.
- 2.2 Security of the Services. You will maintain reasonable and appropriate technical and organizational measures for the protection of the security, confidentiality, and integrity of the Services and the GeoLite2 Data (including protection against unauthorized or unlawful processing and against accidental or unlawful destruction, loss, or alteration or damage, unauthorized disclosure of, or access to, such data). In the event You discover a data incident involving the Services or the GeoLite2 Data, you shall promptly notify Elastic and fully cooperate with Elastic, at your own expense, in remediating the incident.
- 3. SUSPENSION OR TERMINATION
- 3.1 Suspension or Termination. The Service and/or this Agreement may be suspended or terminated, whether or not You receive notice of such suspension or termination from Elastic, (i) if Elastic believes, in its sole discretion, that you have violated or attempted to violate any of the terms or conditions of this Agreement or (ii) for any reason and at any time without prior notice. If any usage, or pattern of usage, causes problems to the Service, access may still be blocked without prior notice.
- 3.2 Post Termination. Upon any termination of this Agreement, for any reason, You shall promptly cease the use of the Service. You acknowledge and agree that the termination of this Agreement will not relieve You of any obligations to which You are subject under the GeoLite2 Data License, including (but not limited to) the obligation to cease use of and destroy any old versions of the GeoLite2 Data within thirty (30) days following the release by MaxMind of an updated version of GeoLite2 Data.
- 3.3 Survival. Sections 1.2, 1.3, 2(v), 2(vi), 3.2, 3.3, 4, 5 and 6 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 SERVICE 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 SERVICE. 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 SERVICE, AND WITH RESPECT TO THE USE OF THE FOREGOING. FURTHER, ELASTIC DOES NOT WARRANT RESULTS OF USE OR THAT THE SERVICE WILL BE ERROR FREE, THAT THE USE OF THE SERVICE WILL BE UNINTERRUPTED, THAT THE GEOLITE2 DATA THAT IS DISTRIBUTED THROUGH THE SERVICE WILL BE UP-TO-DATE, COMPLETE, OR ACCURATE, OR THAT THE SERVICE MAY LEGALLY BE ACCESSED OR USED IN ALL JURISDICTIONS.
- 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 SERVICE OR THE GEOLITE2 DATA, 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. INDEMNIFICATION
You agree to indemnify and hold harmless Elastic, its contractors, suppliers and licensors, and their respective directors, officers, employees and agents from and against any and all claims, suits actions, liabilities, costs, penalties, damages and expenses, including reasonable attorneys’ fees, arising out of or related to your use of the Service or the GeoLite2 Data, including but not limited to your violation of this Agreement.
- 6. 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 Sections 1, 2, 3, or 5 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 email@example.com.
- 7. DEFINITIONS
The following terms have the meanings ascribed:
- 7.1 "GeoIP Processor/Plugin" means the component of the applicable Software that periodically communicates with the Service to check for, retrieve, and deploy updated versions of the GeoLite2 Data for use with the applicable Software.
- 7.2 "GeoLite2 Data" is a third-party database created and maintained by MaxMind, available at 7.2 https://www.maxmind.com, that provides geographic information and other data associated with specified IP addresses.
- 7.4 "Service" is the Elastic-hosted service that provides access to up-to-date versions of GeoLite2 Data for use with the applicable Software.
- 7.5 "Update Failure" means any event that prevents the GeoLite2 Data that is used with the Software from being updated to the latest version then available, including, without limitation, because of (i) any unavailability or discontinuation of the Service, (ii) any delay in the use by the Service of the latest version then available for distribution to Software users, and/or (iii) any inability of the GeoIP Processor/Plugin to fully replace an outdated version of the GeoLite2 Data with the latest version then available.