License Agreement
The following License Agreement establishes the terms on which HashiCorp, Inc. (“Company”) grants a license to Company’s proprietary application software solely in machine-readable, executable, object-code form and related documentation (the “Software”) that this License Agreement accompanies to you the licensee (“You” or “Your”) solely on the condition that You accept all of the terms in this License Agreement (the “Agreement”).  By clicking through any applicable acceptance screen, or otherwise downloading, accessing, installing, or using the Software, you are indicating your acceptance of this Agreement, and if you do not agree to the terms of this Agreement, you may not download, access, install, or use the Software.  If You are an employee or agent of a company (the “Customer”), You hereby agree that You enter into this Agreement on behalf of the Customer and that You have the authority to bind the Customer to the terms and conditions of this Agreement.

1. LICENSE. During the Period (as defined below), subject to Your full and ongoing compliance with all the terms and conditions of this Agreement, Company hereby grants You a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to install and use the Software in your internal environment for the intended purpose of the Software, and solely for use in connection with the permitted use, implementation, provisioning, management, or monitoring of other Company software in accordance the terms and conditions governing such other Company software’s (except and solely to the extent that applicable documentation expressly identifies that the intended purpose is use on a standalone basis or in connection with other third party software) (collectively “Permitted Purposes”).

2. RESTRICTIONS.  You will not, and will not allow any third party to:  (i) modify or create derivative works of the Software; (ii) sell, sublicense, rent, lease, distribute, market, or commercialize the Software; (iii) decompile, disassemble, translate, reverse engineer or otherwise attempt to derive source code from, any portion of the Software, except and solely to the extent that the foregoing restriction is impermissible pursuant to applicable law or third party license; (iv) remove, alter or obscure any proprietary notices of Company, its licensors or suppliers included in the Software; (v) perform any performance or other competitive analysis of the Software or publish any information relating thereto, including benchmarking test results; or (vi) use the Software for any purpose competitive with Company or its products or services (including in connection with the evaluation or development of competitive solutions), or for any purpose other than for Permitted Purposes.  No third party may access, view or use the Software under this Agreement.

3. FEEDBACK.  You understand and acknowledge that the Company has an active development program and is constantly innovating new features and functionality for Company products and services, including the Software.  While we are not soliciting input from users, if you nonetheless choose to provide us with suggestions, ideas for improvement, recommendations or other feedback for Company products or services (including the Software) (“Feedback”), you acknowledge that (a) such Feedback may be the same or similar to ideas and innovations already being worked on at the Company, (b) any such Feedback is provided on a non-confidential basis and Company has no obligation not to use or disclose any such Feedback, notwithstanding any accompanying communication to the contrary, and (c) we may use your feedback without any restriction or payment. Accordingly, you hereby grant to Company and its affiliates and their respective successors, assigns, licensees, partners, and service providers, an unlimited, nonexclusive, worldwide, royalty-free, fully paid up, perpetual, irrevocable, non-terminable, transferable, sublicensable (through any number of tiers) right and license under any intellectual property rights you may have in such Feedback to make, have made, use, sell, offer for sale, import, reproduce, distribute, publicly perform, publicly distribute, prepare derivative works of, transmit, and otherwise exploit in any manner without restriction, any products, services, or technology, or to practice any method.  

4. NO FEES; OPERATING EXPENSES.  Subject to the terms of this Agreement, You and Company agree that no license fees or other fees shall be payable under this Agreement, and the rights granted and/or the use of the Software or other materials provided under this Agreement are in consideration of Your agreement to the terms and conditions of this Agreement, including the rights you grant to Company in and to any Feedback you may provide.

5. OWNERSHIP.  The Software and derivatives thereof, and all worldwide intellectual property rights and proprietary rights to the Software and derivatives thereof, are the exclusive property of Company and its licensors.  Company and its licensors reserve all rights in and to the Software not expressly granted to You in this Agreement, and no other licenses or rights are granted by implication, estoppel or otherwise.

6. TERM.  This Agreement shall commence when you download the Software and shall continue in force and effect until terminated by either party (“Period”). Either party may terminate this Agreement, with or without cause, immediately upon written notice to the other party.  Company may terminate this Agreement by posting a notice on its website, and this Agreement will terminate immediately and without notice in the event that you breach any term or condition of this Agreement. Upon the expiration or any termination of this Agreement, the license and all rights granted to You under this Agreement will immediately terminate, and You shall promptly purge and destroy all copies of the Software in Your possession.  Provisions intended by their nature to survive termination of this Agreement (including licenses to Feedback provided, if any) survive termination. 

7. USAGE DATA.  The Software may include features that enable our access and collection of data about You and your implementation and use of the Software, and you hereby consent to such data, and to our storage, processing, and analysis of such data for any purpose.  

8. THIRD PARTY SOFTWARE.  The Software may be distributed together with certain third party open source software components (“Third Party Software”).  The Third Party Software will be governed by the associated license.

9. WARRANTY DISCLAIMER.  THE SOFTWARE IS PROVIDED TO YOU “AS IS” AND COMPANY AND LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE SOFTWARE OR THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY.  

10. LIMITATION OF REMEDIES.  IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM OR THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, REGARDLESS OF WHETHER THE COMPANY HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, COMPANY’S CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, SHALL NOT EXCEED ONE HUNDRED DOLLARS (U.S. $100.00).  THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.

11. ESSENTIAL BASIS OF AGREEMENT.  The Parties acknowledge and agree that the disclaimers, exclusions and limitations of liability set forth in Section 8 form an essential basis of this Agreement, and that, absent any of such disclaimers, exclusions or limitations of liability, the terms of this Agreement, including, without limitation, the economic terms, would be substantially different.

12. GENERAL.  This Agreement shall be governed by and interpreted in accordance with the laws of the State of California, without regard to conflicts of law principles thereof or to the United Nations Convention on the International Sale of Goods.  For purposes of all claims brought under this agreement, each of the parties hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts located within the State of California.  Company may assign this Agreement, in whole or in part, at any time with or without notice to You.  You may not assign this Agreement, or any part of it, to any other party.  Any attempt by You to do so is null and void.  If any provision of this Agreement is held to be unenforceable, that provision will be enforced to the extent permissible by law and the remaining provisions will remain in full force.  No waiver under this Agreement shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of such waiver is sought.  Any such waiver shall constitute a waiver only with respect to the specific matter described therein and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time.  Any delay or forbearance by either party in exercising any right hereunder shall not be deemed a waiver of that right.  This Agreement is the complete and exclusive statement of the agreement between us and supersedes any proposal or prior agreement, oral or written, and any other communications between You and Company in relation to the subject matter of this Agreement. 

