EVALUATION LICENSE AGREEMENT

This Evaluation License Agreement ("Agreement"), is entered into by and between HashiCorp, Inc., a Delaware company with its principal place of business at 101 Second Street, Suite 700, San Francisco, CA 94105, USA and the organization on whose behalf you are agreeing to this Agreement ("Company"). This Agreement shall be effective on the earlier of (i) your acceptance of this Agreement, (ii) receipt of the corresponding email containing the evaluation license key, or (iii) your download of the Software ("Effective Date").

RECITALS

WHEREAS, the software (including user documentation) which Company has downloaded (or as otherwise identified in the corresponding email containing the license key) (the "Software"), including Open Source Software components provided with such software, as defined below, is technology licensed by HashiCorp; and

WHEREAS, Company desires to evaluate the Software to determine whether Company has any further interest in obtaining a license to use the Software;

NOW THEREFORE, the parties hereby agree as follows:

1. 	Grant of Evaluation License.   During the Evaluation Period as defined below and subject to the terms and conditions of this Agreement, HashiCorp hereby grants to Company, and Company hereby accepts from HashiCorp, a temporary, non-exclusive, non-transferable license without a right to sublicense to use the number of copies of the Software provided by HashiCorp, for internal evaluation purposes in a non-production environment only. 

2.      Restrictions.  Company shall not, and shall not authorize any third party to: (a) copy the Software or allow copies of the Software to be made for any purpose other than a single backup copy, (b) duplicate the associated documentation for any purpose;  (c) modify, alter, create derivative works, reverse engineer, decompile, or disassemble the Software in any manner; (d) sell, sublicense, lease or otherwise transfer the Software in any way; and (e) use the Software in a hosting or service bureau basis or use the Software to provide services to third parties.

3.	Confidential Information. HashiCorp and Company agree to retain in confidence the non-public information, know-how and trade secrets that should reasonably be understood to be confidential by the recipient. The Software and any documentation and the terms and conditions of this Agreement shall be HashiCorp's Confidential Information.
	
4. 	Term and Termination.    The Evaluation License granted herein shall be for a period of thirty (30) days from the date of delivery of the license key for the Software, unless otherwise set forth in the corresponding email ("Evaluation Period"), provided, however, that HashiCorp may, in its sole discretion, terminate this Agreement at any time upon written notice to Company.  Upon expiration of the Evaluation Period, Company will return to HashiCorp all copies (including backup copies) in any and all media of the Software, and delete any such copies that are resident in the memory or hard disks of computers owned or controlled by Company.  

5.	 Ownership.  HashiCorp and its suppliers retain all right, title and interest in and to the Software, the license keys issued to use the Software, and in all related patents, copyrights, trademarks, trade secrets and any other intellectual and industrial property and proprietary rights thereto, including registrations, applications, renewals and extensions of such rights.

6. 	No Warranty.  The Software and the media on which it is provided are licensed hereunder on an "AS IS" basis.  To the maximum extent permitted by applicable law, HashiCorp disclaims all warranties, express or implied, with respect to such Software, including but not limited to, implied warranties of merchantability and fitness for a particular purpose or use.

7.	Disclaimer of Liability.  HASHICORP SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER WITH RESPECT TO THE USE OR OPERATION OF THE SOFTWARE, WHETHER DIRECT, SPECIAL, CONSEQUENTIAL, COLLATERAL, OR INCIDENTAL, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOSS OF PROFITS, LOSS OF USE OR INTERRUPTION OF BUSINESS.   HASHICORP'S TOTAL LIABILITY FOR DIRECT DAMAGES HEREUNDER SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100.00).   COMPANY MAY HAVE OTHER RIGHTS THAT VARY BY JURISDICTION.  

8.	Open Source Software.  "Open Source Software" means various software components, including open source software and patches to open source software that may be provided to Company in connection with the provision of Services that may be part of the Software. The Open Source Software is licensed to Company under its own applicable license terms and conditions, which can be found in the open_source_licenses.txt file, the documentation or as applicable, the corresponding source files for the Software.

9.      Export Control; Government Regulations.  The Software is of United States origin and is provided subject to the U.S. Export Administration Regulations.  Diversion contrary to U.S. law is prohibited.  Without limiting the foregoing, Company agrees that: (1) Company is not, and is not acting on behalf of, any person who is a citizen, national, or resident of, or who is controlled by the government of, Cuba, Iran, North Korea, Sudan, or Syria, or any other country to which the United States has prohibited export transactions; (2) Company is not, and is not acting on behalf of, any person or entity listed on the U.S. Treasury Department list of Specially Designated Nationals and Blocked Persons, or the U.S. Commerce Department Denied Persons List or Entity List; and (3) Company will not use the Software for, and will not permit the Software to be used for, any purposes prohibited by law, including, without limitation, for any prohibited development, design, manufacture or production of missiles or nuclear, chemical or biological weapons. The Software and accompanying Documentation are deemed to be "commercial computer software" and "commercial computer software documentation", respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212(b), as applicable.  Any use, modification, reproduction, release, performing, displaying or disclosing of the Software and Documentation by the U.S. Government shall be governed solely by the terms and conditions of this Agreement. 

10.      General Provisions.

(a)  	Dispute Resolution. This Agreement will be governed by the applicable law and jurisdiction below (without regard to the conflicts of-law provisions of those jurisdictions):

Customer Residence 			Applicable Law 				Applicable Jurisdiction
North America & South America		State of California, United States 	San Francisco, California, United States
Europe, Middle East, Africa 		England 				London, United Kingdom
Asia 					Singapore 				Singapore
Australia, New Zealand 			New South Wales Australia 		Sydney, New South Wales, Australia

Each party irrevocably submits to the personal jurisdiction and venue of the applicable jurisdiction above. Neither the United Nations Convention on Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act will apply to this Agreement. The prevailing party in any dispute arising from this Agreement shall recover its reasonable attorneys' fees and costs from the losing party, including any fees or costs arising from an appeal.

(b)	If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be enforced to the full extent possible and without effect on the remaining provisions of this Agreement, which shall remain in full force and effect.

(c)	The failure of either party to enforce any provision of this Agreement shall in no way be construed to be a waiver of such provision, nor in any way affect the right of either party to enforce each and every provision of this Agreement thereafter.

(d)	This Agreement may not be assigned by Company without the express written approval of HashiCorp, and any attempted assignment shall be null and void.  Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns.

(e)	No alteration, amendment, waiver, cancellation or any other change in any provision of this Agreement shall be valid or binding on either party unless mutually assented to in writing by both parties.  The terms and conditions of this Agreement constitute the entire agreement between the parties, whether oral or written with respect to the subject matter of this Agreement.

(f)	The following provisions shall survive termination or expiration of this Agreement:  Sections 2, 3, 4, 5, 6, 7, 8, 9 and 10.

This Agreement comprises the entire agreement between Company and HashiCorp, and supersedes all prior or contemporaneous proposals, quotes, negotiations, discussions, or agreements, whether written or oral, between the parties regarding its subject matter.  In the event of a conflict between the terms of this Agreement and the terms the corresponding email, such conflict will be resolved in the following order: (a) this Agreement; and (b) corresponding email. Any preprinted terms on any Company ordering documents, emails or terms referenced or linked therein will have no effect on the terms of this Agreement and are hereby rejected, including where such Company’s ordering document is signed by HashiCorp. 



