Elastic Software Trial License Agreement

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Updated: May 2, 2022

PLEASE READ CAREFULLY THIS ELASTIC TRIAL LICENSE AGREEMENT (THIS "AGREEMENT"), WHICH CONSTITUTES A LEGALLY BINDING AGREEMENT AND GOVERNS YOUR USE OF THE TRIAL FEATURES AND FUNCTIONS OF THE COMMERCIAL SOFTWARE. BY INSTALLING OR USING THE TRIAL FEATURES AND FUNCTIONS 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 TRIAL FEATURES AND FUNCTIONS GOVERNED BY THIS AGREEMENT. IF YOU ARE INSTALLING OR USING THE TRIAL FEATURES AND FUNCTIONS 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.

This Agreement is entered into by and between Elasticsearch BV ("Elastic") and the person, or entity on behalf of whom You are acting, as applicable ("You" or "Customer") that has requested access to the Trial Features and Functions. Capitalized terms not defined at first use shall have the meaning set forth in Section 6 (Definitions).

  1. 1. COMMERCIAL SOFTWARE LICENSES AND RESTRICTIONS
    1. 1.1 License Grants. Subject to the terms and conditions of this Agreement, Elastic grants to You, for a period of thirty (30) days from the Effective Date (the "Trial Term"), a limited, non-exclusive, non-transferable, fully paid up, right and license (without the right to grant or authorize sublicenses) solely for Your internal, evaluation use in a non-production capacity, to (i) install and use, in object code format, the Trial Features and Functions, (ii) use the Documentation in connection with Your exercise of the foregoing license; (iii) permit Contractors and Your Affiliates to use the Trial Features and Functions and Documentation as set forth in (i) and (ii) above, provided that such use by Contractors must be solely for Your benefit, and You shall be responsible for all acts and omissions of such Contractors and Affiliates in connection with their use of the Software that are contrary to the terms and conditions of this Agreement. You understand that upon expiration of the Trial Term, You will no longer be able to use the Trial Features and Functions, unless You either (a) purchase a Subscription or (b) obtain from Elastic written consent (e-mail sufficient) to extend the Trial Term, which may be granted by Elastic in its sole and absolute discretion.
    2. 1.2 Reservation of Rights; Restrictions. As between Elastic and You, Elastic owns all right title and interest in and to the Software and any derivative works thereof, and except as expressly set forth in Section 1.1 above, no other license to the Software is granted to You by implication, estoppel or otherwise. You agree not to: (i) reverse engineer or decompile, decrypt, disassemble or otherwise reduce any Software or any portion thereof to human-readable form, except and only to the extent any such restriction is prohibited by applicable law, (ii) prepare derivative works from, modify, copy or use the Software in any manner; (iii) except as expressly permitted in Section 1.1 above, transfer, sell, rent, lease, distribute, sublicense, loan or otherwise transfer the Software in whole or in part to any third party; (iv) circumvent the limitations on use of the Software that are imposed or preserved by any License Key, (v) use the Software for providing any time-sharing services, software-as-a service or "SaaS" offering, service bureau services, or as part of an application services provider or other service offering (vi) alter or remove any marks or notices in the Software; or (vii) make available to any third party any analysis of the results of operation of the Software, including benchmarking results, without the prior written consent of Elastic.
    3. 1.3 Separately Licensed Components. Certain libraries, components, utilities, and other software (collectively, "Components") provided with, or as part of, the Software are licensed under their own separate terms, not under this Agreement. The Components and their applicable terms (which do not restrict the rights granted under this Agreement) are currently identified at https://www.elastic.co/third-party-dependencies, or otherwise provided with the Software or the Documentation.
    4. 1.4 Product Metadata. The Software may provide Product Metadata (defined below) to Elastic. Product Metadata does not include any Customer personal data or any content that Customer processes or stores in connection with Customer’s use of the Product. In addition, Customer may disable Product Metadata in the Software at any time. Elastic uses Product Metadata for security, support, product and operations management, and research and development. Elastic does not share Product Metadata with third parties. "Product Metadata" is statistical and other information about Customer’s configuration and use of the Software, such as type and version, operating systems and environment, cluster statistics (e.g., node type and counts), performance (e.g., uptime and response times and/or endpoint sensor detection events) and feature usage. Customer will not (i) access or use the Elastic-hosted infrastructure ("Elastic-Hosted Infrastructure") that stores and processes the Product Metadata for the purposes of monitoring its availability or performance or for any other benchmarking or competitive purposes, including, without limitation, for the purpose of designing and/or developing any competitive services; or (ii) interfere with or disrupt the integrity or performance of any Elastic-Hosted infrastructure.
    5. 1.5 Compliance with Law. You represent and warrant that You are not listed on (a) the U.S. Commerce Department's Entity List, Denied Persons List, and Unverified List; (b) the U.S. Treasury Department's Specially Designated Nationals & Blocked Persons List; or (c) the U.S. State Department's Debarred Parties List (together, the "Restricted Lists") and will not transfer Your trial to, or let Your trial be used by, any party listed on any Restricted Lists. You further acknowledge that the Software is subject to the Export Administration Regulations ("EAR") (15 C.F.R. Parts 730-774 (2010)) and the economic sanctions regulations and guidelines of the U.S. Department of the Treasury, Office of Foreign Assets Control. You represent and warrant that You are now and during the Trial Term will remain compliant with all such export control laws and regulations, and will not export, re-export, otherwise transfer or disclose the Software (or any portion thereof) to any person contrary to such laws or regulations. You acknowledge that remote access to the Software may in certain circumstances be considered a re-export of the Software, and accordingly, may not be granted in contravention of U.S. export control laws and regulations.
  2. 2. TERM AND TERMINATION
    1. 2.1 Term. Unless earlier terminated under Section 2.2 below, this Agreement is effective upon the date You indicate acceptance of the terms and conditions herein (the "Effective Date"), and shall remain in force for the duration of the Trial Term.
    2. 2.2 Termination. You may terminate this Agreement at any time by ceasing to use the Trial Features and Functions. This Agreement shall automatically terminate in the event that You breach the scope of a license granted in Section 1.1 of this Agreement, provided that Elastic reserves the right to retroactively waive such automatic termination upon written notice to You.
    3. 2.3 Post Termination or Expiration. Upon termination or expiration of this Agreement, for any reason, You shall promptly cease the use of the Commercial Software and Documentation.
    4. 2.4 Survival. Sections 1.2, 2.3, 3, 4, 5 and 6 shall survive any termination or expiration of this Agreement.
  3. 3. DISCLAIMER OF WARRANTIES
    1. 3.1 Malicious Files Disclaimer. To facilitate Your evaluation of certain Elastic security products, Elastic may provide You with samples of malicious files or code or similar data. These samples will only be provided to You with Your permission and with notice regarding the contents of such files. Elastic disclaims any warranty, responsibility or liability associated with such materials, including any damage to Your data or devices.
    2. 3.2 Disclaimer. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND ELASTIC AND ITS LICENSORS MAKE NO WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING THE SOFTWARE OR DOCUMENTATION. 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 SOFTWARE AND DOCUMENTATION, AND WITH RESPECT TO THE USE OF THE FOREGOING. FURTHER, ELASTIC DOES NOT WARRANT RESULTS OF USE OR THAT THE SOFTWARE WILL BE ERROR FREE OR THAT THE USE OF THE SOFTWARE WILL BE UNINTERRUPTED.
  4. 4. LIMITATION OF LIABILITY

    1. IN NO EVENT SHALL ELASTIC OR ITS AFFILIATES OR THEIR RESPECTIVE 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 PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE USE OR INABILITY TO USE THE 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. IN NO EVENT SHALL ELASTIC'S OR ITS AFFILIATES' TOTAL, CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED US$500.

  5. 5. MISCELLANEOUS

    1. 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 date of update stated in 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 1.1 or 1.2 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. 6. DEFINITIONS

    The following terms have the meanings ascribed:

    1. 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.
    2. 6.2 "Software" means Elastic-branded software that is subject to proprietary license terms, including all updates thereto and new releases thereof, that are made generally available by Elastic to its customers who have purchased a Subscription, for the applicable term of such Subscription.
    3. 6.3 "Contractor" means any third party contractor performing services on Your behalf.

    4. 6.4 "Documentation" means the end user documentation published at https://www.elastic.co/guide/index.html by Elastic.

    5. 6.5 "License Key" means an alphanumeric code that enables the Trial Features and Functions for the Trial Term.
    6. 6.6 "Subscription" means a Customer's right, pursuant to a separate agreement between Customer and Elastic, to receive support services and a license to use the Software in a production capacity.
    7. 6.7 "Trial Features and Functions" means those features and functions of the Software that are eligible for use on a trial basis under this Agreement.