KESTRA TECHNOLOGIES, INC. MASTER SOFTWARE LICENSE AGREEMENT
This Master Software License Agreement (this “Agreement”) is entered into by and between:
- Kestra Technologies, Inc., a Delaware corporation with its principal office located at 990 Biscayne Blvd, Suite 701, Miami, FL 33132 (“Kestra”, “we”, “us”, or “our”),
and - the Customer identified in the applicable Order Form (“Customer”, “you”, or “your”).
Kestra and Customer may each be referred to individually as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, Kestra develops, licenses, and supports an enterprise-grade orchestration and scheduling software platform known as Kestra Enterprise Edition (the “Solution”), designed to automate, monitor, and manage complex workflows across data, IT, infrastructure, and business systems;
WHEREAS, Customer desires to obtain a license to deploy and use the Solution within its own IT infrastructure or private cloud for its internal business operations;
WHEREAS, Kestra agrees to grant such license and provide associated support services under the terms of this Agreement and the applicable Order Form.
NOW, THEREFORE, the Parties agree as follows:
1. Purpose and Scope
1.1 Purpose
This Agreement defines the terms and conditions under which Kestra grants to Customer a limited license to install and use the Solution, together with associated support and related professional services described in Appendix 1 and the applicable Order Form.
1.2 Description
The Solution is Kestra’s proprietary orchestration platform designed to automate, monitor, and manage complex data, IT, and business workflows at scale.
1.3 Deployment Model
Under this Agreement, the Solution is licensed for Self-Hosted Deployment within Customer’s own IT infrastructure or private cloud. Kestra does not host or operate the Solution on behalf of Customer unless otherwise agreed in writing.
1.4 Binding Order
Rights under this Agreement arise from the executed Order Form, which defines the Term, licensed metrics, and Fees. Each Order Form is non-cancellable and forms part of this Agreement upon signature.
1.5 Pre-Contractual Acknowledgment
Customer acknowledges receipt of all information necessary to evaluate the Solution prior to entering into this Agreement, including documentation, pricing, and advice required to assess suitability.
2. Contractual Documents and Precedence
2.1 Structure
This Agreement consists of:
- The Order Form(s);
- Appendix 1 – Definition, Enterprise Support & SLA; and
- These Terms and Conditions.
In case of conflict:
- Order Form prevails,
- Appendix prevails over the body,
- Then these Terms and Conditions.
2.2 Entire Agreement
This Agreement supersedes all prior proposals, negotiations, and agreements. No Customer purchase order or other document modifies this Agreement unless signed by both Parties.
2.3 Amendments
Amendments must be in writing and signed by both Parties. Future Order Forms referencing this Agreement are governed by these Terms unless expressly stated otherwise.
2.4 Interpretation
Headings are for convenience only. “Including” means “including but not limited to.”
3. Term and Renewal
3.1 Initial Term
Effective as of the date in the Order Form (“Effective Date”), this Agreement remains in effect for the subscription period stated therein (the “Initial Term”).
3.2 Renewal
It automatically renews for successive periods of the same duration (“Renewal Term”) unless either Party provides 30-day written notice prior to expiration. Renewals are at Kestra’s then-current list pricing. Renewal requires either:
- (a) written confirmation by Customer, or
- (b) continued lawful use of the Solution accompanied by timely payment of renewal Fees, which shall constitute acceptance of renewal under the same terms unless otherwise agreed in writing.
3.3 Price Adjustments
Kestra may adjust renewal pricing. Increases >10% must be communicated at least 90 days before renewal.
3.4 Early Termination Restrictions
Subscriptions are non-refundable and non-terminable for convenience, except as provided in Section 4.6 (Warranty Remedy) or Section 17 (Termination for Breach).
3.5 Effect of Expiration or Termination
Upon termination or expiry:
- all rights and licenses cease;
- Customer stops using the Solution; and
- Kestra may disable license keys.
Provisions relating to confidentiality, IP, liability, and payment survive termination.
4. License
4.1 Grant of License
Subject to payment of all Fees and compliance with this Agreement, Kestra grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to install and use the Solution solely for Customer’s internal business operations within the metrics and scope in the Order Form.
4.2 Restrictions
Customer shall not:
- copy, modify, or create derivative works;
- reverse engineer or decompile except as permitted by law;
- remove proprietary notices;
- resell, lease, rent, or provide the Solution to third parties;
- disclose performance tests;
- use in violation of law or third-party rights.
4.3 Permitted Use
Each User must authenticate securely. Customer is responsible for access control and ensuring use remains within authorized limits.
4.4 Delivery
Kestra provides electronic access for download. Installation and operation must follow Kestra’s documentation.
4.5 Payment Condition
License rights are effective only upon full payment. Non-payment suspends license and support.
4.6 Limited Warranty and Exclusive Remedy
Kestra warrants that the Solution will substantially conform to documentation during the initial subscription term. Kestra does not warrant uninterrupted or error-free operation.
Customer’s exclusive remedy for breach is, at Kestra’s option:
(i) correction of the non-conformity,
(ii) replacement of the affected component, or
(iii) termination of the affected license with pro-rata refund of prepaid fees.
This Section 4.6 states Kestra’s sole warranty and Customer’s exclusive remedy. All other warranties (merchantability, fitness, title, non-infringement) are disclaimed.
Kestra’s liability for breach of this limited warranty is strictly limited to the remedies described above and shall not exceed the aggregate Fees paid for the affected subscription during the twelve (12) months preceding the claim.
5. Deployment and Responsibilities
5.1 Delivery and Installation
Delivery is as described in Section 4.4. Customer installs and operates the Solution in its own environment per official documentation.
5.2 Customer Responsibilities
Customer must:
- maintain required infrastructure;
- install updates and upgrades;
- enforce access control and backups;
- restrict access to authorized Users only.
Customer is liable for its Users and contractors.
5.3 Administrators and Users
Customer designates administrators for user management. All Users must be Customer employees or contractors using the Solution solely for Customer’s internal operations.
5.4 Compliance and Monitoring
Kestra may include technical license features collecting anonymized usage metrics. Customer shall, upon Kestra’s reasonable written request, provide a Statistics Report limited to confirming compliance with the licensed metrics. Kestra may verify compliance under Section 11.
5.5 Access and Security
Customer controls all credentials and access rights. Kestra accesses Customer systems only with written authorization for support purposes.
6. Maintenance and Support
Maintenance and support are provided as set out in Appendix 1 – Enterprise Support.
7. Customer Hosting Responsibility
7.1 Self-Hosting
The Solution is self-hosted. Kestra has no responsibility for Customer’s environment or infrastructure.
7.2 Security and Data Protection
Customer shall maintain safeguards for confidentiality, integrity, and availability, including encryption and patching. Customer ensures compliance with all applicable data protection laws. Kestra has no access to Customer Data in normal operation.
7.3 Backups and Recovery
Customer is solely responsible for data backup and disaster recovery.
7.4 Third-Party Cloud Environments
Kestra is not responsible for third-party infrastructure performance or compliance.
7.5 Access Credentials
Customer maintains exclusive control over administrative credentials. Temporary support access must be explicitly authorized and time-limited.
7.6 Limitation of Kestra’s Liability
Kestra is not liable for:
(a) security incidents in Customer’s environment;
(b) performance issues caused by Customer systems; or
(c) data loss due to lack of backups.
8. Financial Terms
8.1 Fees
Customer pays the Fees specified in the Order Form. Fees are non-refundable and based on licensed metrics and Term.
8.2 Invoicing and Payment
Invoices are due within 30 days unless otherwise specified. Disputes must be raised within 15 business days of invoice date.
8.3 Late Payments
Overdue undisputed amounts accrue 1.5% monthly interest. Kestra may suspend access or terminate for non-payment after notice.
8.4 Taxes
Fees exclude taxes. Customer pays all applicable taxes other than Kestra’s income taxes.
8.5 No Set-Off
Payments are absolute and unconditional; no set-off permitted.
9. Customer Obligations
9.1 General Responsibilities
Customer is responsible for compliance with this Agreement, Kestra’s documentation, and applicable laws.
9.2 License Scope Compliance
Customer shall remain within licensed limits and promptly regularize any overuse.
9.3 Users
Customer is responsible for User actions.
9.4 Third-Party Software
Kestra is not responsible for third-party software.
9.5 Customer Data
Customer warrants it owns or has rights to all Customer Data and that such data does not violate law or rights.
9.6 Compliance with Law
Customer complies with all laws including export controls, sanctions, and anti-corruption regulations (U.S. FCPA, UK Bribery Act).
9.7 Indemnification
Customer shall indemnify Kestra against claims arising from:
(a) misuse,
(b) Customer Data infringement, or
(c) breach of this Agreement.
10. Intellectual Property
10.1 Ownership
Kestra retains all IP rights in the Solution.
10.2 Customer Data
Customer retains all rights to Customer Data. Kestra accesses it only as needed for support or legal obligations.
10.3 Feedback
Customer grants Kestra a perpetual, royalty-free right to use Feedback.
10.4 Restrictions
Customer shall not access the Solution to develop competing products, remove notices, or benchmark without consent.
10.5 Kestra IP Indemnity
Kestra shall defend Customer against third-party claims alleging that authorized use of the Solution infringes a U.S. IP right, subject to Customer promptly notifying Kestra, granting control, and cooperating. Kestra may:
(a) modify the Solution,
(b) obtain a license, or
(c) terminate and refund pro-rata fees.
Exclusions apply to combinations, modifications, or misuse.
Kestra’s obligations do not apply to any open-source or third-party components provided under separate licenses, or to any use not in accordance with this Agreement.
This Section is Customer’s sole remedy for IP infringement.
10.6 Trademark Use
Customer may use Kestra’s name or logo only with prior written consent, not to be unreasonably withheld.
11. Usage Compliance
11.1 Usage Monitoring
The Solution may collect anonymized operational data limited to usage metrics in the form of a Statistics Report. For air-gapped environments, Customer may instead provide an offline attestation reasonably acceptable to Kestra.
11.2 Non-Compliance
If usage exceeds licensed limits, Customer must within 30 days either purchase additional capacity or reduce usage. Failure to do so allows Kestra to suspend or terminate per Section 17.
11.3 Audit Rights
Kestra may, no more than once per 12-month period and with 15 business-days prior notice, conduct a remote or documentary audit solely to verify compliance. Kestra will not access Customer Data. Customer shall provide evidence limited to counts of Users, Instances, Tenants, Namespaces, Worker Groups, and Roles.
All audit information is Confidential Information. If material non-compliance (>10%) is found, Customer shall promptly purchase additional licenses and reimburse Kestra’s reasonable audit costs; otherwise Kestra bears its own costs.
11.4 Survival
Audit rights survive for 12 months after termination.
12. Limitation of Liability
12.1 Exclusion of Indirect Damages
Neither Party is liable for indirect, consequential, or punitive damages including lost profits, data, or business interruption.
12.2 Cap on Liability
Except for:
(a) payment,
(b) indemnification, or
(c) gross negligence or fraud,
each Party’s aggregate liability shall not exceed Fees paid in the 12 months preceding the claim.
12.3 Risk Allocation
The Parties acknowledge this limitation reflects the agreed risk allocation.
12.4 Claims Period
Claims must be brought within two years of awareness.
13. Confidentiality
13.1 Definition
“Confidential Information” means all non-public information disclosed by one Party (“Disclosing Party”) to the other (“Receiving Party”) that is designated confidential or would reasonably be understood as confidential.
13.2 Obligations
The Receiving Party shall protect Confidential Information using at least the same degree of care it uses for its own confidential data (not less than reasonable care), use it only for purposes of this Agreement, and disclose it only to employees, contractors, or advisors bound by similar obligations.
13.3 Compelled Disclosure
If disclosure is required by law or court order, the Receiving Party shall, to the extent legally permitted, notify the Disclosing Party and cooperate to limit the scope.
13.4 Duration
Obligations remain for five (5) years after termination; trade secrets remain protected as long as they qualify as such.
13.5 Return or Destruction
Upon request or termination, Confidential Information shall be returned or destroyed, except one copy may be retained for archival compliance.
14. Data Protection and Privacy
14.1 Roles of the Parties
The Solution is deployed in Customer’s own environment. Kestra does not host or process Customer Data in normal operation. Kestra acts as an independent software licensor, not a processor or sub-processor. Customer remains the data controller for all data processed through the Solution.
14.2 Compliance
Each Party complies with applicable data protection laws (GDPR, CCPA, etc.). Customer is solely responsible for configuring and operating the Solution in compliance with such laws.
14.3 Access and Data Minimization
Kestra will not access personal data unless explicitly authorized for support or required by law.
14.4 Data Processing Addendum (DPA)
If Kestra must temporarily process personal data (for example, during support), such processing will be governed by Kestra’s standard DPA, which Customer agrees to execute upon request.
14.5 Breach Notification
Kestra shall notify Customer of any confirmed unauthorized access to Customer Data within 72 hours of becoming aware.
14.6 Retention
Kestra does not retain Customer Data after support completion except for legal compliance.
14.7 Contact
Privacy inquiries: dpo@kestra.io.
15. Publicity and Commercial References
15.1 Use of Name and Logo
Customer’s name or logo may be used only with prior written consent, which shall not be unreasonably withheld, to identify Customer as a client of Kestra in factual reference lists or presentations.
15.2 Customer References and Case Studies
Participation in testimonials, case studies, or press releases shall require mutual written approval.
16. Force Majeure
Neither Party shall be liable for failure to perform due to causes beyond reasonable control, including natural disasters, acts of government, war, terrorism, labor disputes, or Internet outages.
The affected Party shall notify the other and mitigate the impact.
If the event continues for 60 days, either Party may terminate without further liability.
17. Termination
17.1 Termination for Cause
Either Party may terminate this Agreement or any Order Form upon 30 days’ written notice if the other Party materially breaches and fails to cure within that period.
17.2 Termination for Insolvency
Either Party may terminate immediately upon insolvency, bankruptcy filing, or cessation of business.
17.3 Suspension
Kestra may suspend access if:
(a) payment remains overdue 10 days after notice,
(b) license restrictions are violated, or
(c) confidentiality or data obligations are breached.
Suspension is limited to the affected component and lifted upon cure.
17.4 Effect of Termination
Upon termination for Kestra’s uncured breach, Kestra refunds prepaid fees pro-rata.
Upon termination for Customer’s breach, all remaining Fees become due.
18. Effects of Termination
All rights and licenses immediately cease. Customer shall delete or destroy all copies and certify deletion.
Obligations accrued before termination survive.
Sections 10, 11, 12, 13, 14, 18, and others by nature survive termination.
19. Assignment
Kestra may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee is not Customer’s direct competitor.
Customer may not assign without Kestra’s prior written consent (not to be unreasonably withheld).
20. Subcontractors
Kestra may use subcontractors. Kestra remains responsible for their performance and ensures compliance with confidentiality and data protection obligations.
21. Relationship of the Parties
The Parties are independent contractors. Nothing herein creates a partnership, joint venture, or agency.
22. Entire Agreement and Amendments
This Agreement (including Order Forms and Appendices) constitutes the entire agreement and supersedes all prior communications.
Amendments must be in writing and signed by authorized representatives.
If any provision is invalid, the remainder remains effective.
23. Waiver
Failure or delay in exercising any right is not a waiver. Any waiver must be written and signed.
24. Electronic Signature
This Agreement may be executed electronically (e.g., via DocuSign) with the same legal effect as handwritten signatures under ESIGN and UETA.
25. Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-law principles.
Each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware for any dispute, claim, or proceeding arising out of or relating to this Agreement.
The Parties expressly waive any right to a jury trial.
The prevailing Party in any such proceeding shall be entitled to recover its reasonable attorneys’ fees and costs.
26. Export Control and Sanctions Compliance
Customer acknowledges that the Solution and related technical data may be subject to U.S. and international export control and sanctions laws, including but not limited to the U.S. Export Administration Regulations (EAR) and the regulations administered by the Office of Foreign Assets Control (OFAC).
Customer agrees not to export, re-export, transfer, or use the Solution:
(a) in any jurisdiction subject to comprehensive U.S. sanctions, or
(b) to or by any person or entity listed on any U.S. or international restricted-party list.
Customer further represents that it is not located in, under the control of, or a national or resident of any such prohibited country or listed entity.
Kestra reserves the right to suspend or terminate access to the Solution if required by applicable export or sanctions laws.
27. Miscellaneous
27.1 Assignment
Kestra may assign this Agreement, in whole or in part, to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets, provided such assignment is not to Customer’s direct competitor.
Customer may not assign this Agreement without Kestra’s prior written consent, which shall not be unreasonably withheld. Any prohibited assignment is void.
27.2 Subcontractors
Kestra may use subcontractors to perform its obligations but remains responsible for their performance and compliance with confidentiality and data-protection obligations.
27.3 Independent Contractors
The Parties are independent contractors. Nothing herein creates a partnership, joint venture, employment, or agency relationship.
27.4 Force Majeure
Neither Party shall be liable for failure or delay due to causes beyond its reasonable control, including acts of God, war, terrorism, labor disputes, or network outages. The affected Party shall promptly notify the other and use reasonable efforts to resume performance. If such event continues for more than sixty (60) days, either Party may terminate the Agreement upon written notice.
27.5 Notices
All notices under this Agreement must be in writing and delivered by hand, overnight courier, or certified mail to the addresses specified in the Order Form, or by confirmed electronic delivery if acknowledged by the recipient. Notices are effective upon receipt.
For notices to Kestra, electronic delivery shall be sent to legal@kestra.io.
27.6 Entire Agreement and Amendments
This Agreement, including all Order Forms and Appendices, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous understandings.
Amendments must be in writing and signed by duly authorized representatives of both Parties.
27.7 Severability
If any provision is held invalid or unenforceable, the remaining provisions remain in full force, and the Parties shall substitute a valid clause that best reflects the original intent.
27.8 Waiver
Failure or delay in exercising any right does not constitute a waiver. Any waiver must be in writing and signed.
27.9 Counterparts and Electronic Signatures
This Agreement may be executed in counterparts and delivered electronically (including DocuSign or similar), each of which constitutes an original and together forms one instrument. Electronic signatures have the same legal effect as originals under the U.S. ESIGN Act and UETA.
27.10 Language
This Agreement is drafted and executed in English, which shall prevail over any translation.
28. Execution
IN WITNESS WHEREOF, the Parties have executed this Master Software License Agreement by their duly authorized representatives as of the Effective Date stated in the applicable Order Form.
KESTRA TECHNOLOGIES, INC.
By: ___________________________
Name: _________________________
Title: __________________________
Date: __________________________
CUSTOMER
By: ___________________________
Name: _________________________
Title: __________________________
Date: __________________________
APPENDIX 1
DEFINITIONS, ENTERPRISE SUPPORT & SERVICE LEVEL AGREEMENT (SLA)
1. Definitions
For purposes of this Appendix and the Agreement, the following terms have the meanings set forth below. Capitalized terms not defined herein have the meanings given in the Master Software License Agreement or the applicable Order Form.
| Term | Definition |
|---|---|
| Add-On | Any optional feature, usage unit, or configuration element (including additional Tenants, Worker Groups, User Packs, or Instances) purchased by Customer as an extension of the Subscription. |
| Advanced SSO | Means the Single Sign-On (SSO) feature of the Solution instance using advanced authentication protocols such as SAML 2.0 and/or OIDC (OpenID Connect) for integration with corporate identity providers, offering group mapping and auto-provisioning functionalities beyond basic options. |
| Affiliate | With respect to an entity, any other entity that directly or indirectly Controls, is Controlled by, or is under common Control with, such entity, where “Control” means the ownership of more than 50% of the voting equity interests of the entity. |
| AI Copilot Custom LLMS | Means the AI Copilot feature of the Solution that allows Users to integrate and utilize self-hosted or custom Large Language Models (LLMs), other than the default ones, for code generation, flow modification, and contextual assistance. |
| Announcements | Means the Solution feature enabling Instance administrators to broadcast targeted messages or notifications (e.g., maintenance alerts or feature updates) directly within the user interface (UI) to inform Users. |
| Apps | Means specific applications or user interfaces (UIs), packaged and integrated within the Solution, designed to extend Kestra’s standard functionality and provide dedicated use cases or simplified views for non-technical teams. |
| Audit Logs | Means the immutable, time-stamped records of user activities, administrative changes, and security-relevant events within the Solution, maintained to support compliance, security, and traceability requirements. |
| Back-end HA (Kafka / Elastic) | Means the Solution’s High Availability (HA) feature, utilizing distributed and fault-tolerant back-end components such as Apache Kafka (for event queueing) and Elasticsearch or similar systems (for persistence and search of execution data), to ensure business continuity in the event of component failure. |
| Back-end JDBC | Means the capability of the Solution to utilize a standard relational database with a JDBC (Java Database Connectivity) interface (e.g., PostgreSQL, MySQL) as its primary or secondary persistence layer for metadata, state, and internal tracking. |
| Backup & Restore | Means the administrative tools included in the Solution to facilitate the creation of backup copies of the Instance’s metadata and the restoration (Restore) of this data to a previous operational state or a new Instance, ensuring resilience and business continuity. |
| Basic SSO | Means the Single Sign-On (SSO) feature limited to simple integration with popular or basic identity providers such as Google and Microsoft (Azure AD/Entra ID) via standard protocols, not necessarily supporting advanced group management or provisioning features. |
| Content | All data, files, configurations, metadata, logs, comments, and other information processed by the Solution within Customer’s environment. |
| Customer Environment | Any computing resources (servers, virtual machines, cloud infrastructure, or on-premises systems) owned, leased, or controlled by Customer for installing and operating the Solution. |
| Custom Blueprints | Means the Solution feature allowing Users to create, store, and share personalized Flow Templates (Blueprints) within the Customer’s organization, serving as internal standards or accelerators for recurring use cases. |
| Documentation | The official, generally available technical specifications, user manuals, and online guides for the Solution, including API documentation, provided by Kestra to Customer, typically accessible via the official Kestra website. |
| Feedback | Any ideas, suggestions, requests for enhancements, or non-critical bug reports provided by Customer or its Users to Kestra regarding the operation or functionality of the Solution. |
| Group | Means a collection of Users defined within the Solution (or synchronized from an external identity provider) to simplify the assignment of permissions and roles via the RBAC feature. |
| Instance | A deployment of Kestra Enterprise Edition that shares a common database and operates as a distinct orchestration environment. Each Instance may be designated as Production or Non-Production according to the applicable Order Form. |
| Maintenance Mode | Means the special operational state of the Solution, activable by administrators, which suspends the execution of new Flows and restricts access to the user interface to allow for maintenance or update operations without affecting critical ongoing processes. |
| Namespace | A logical grouping of flows, functioning like a folder for organizing workflows. |
| Non-Production Instance | A licensed deployment of the Solution used solely for development, testing, staging, or quality-assurance purposes. |
| Official Kestra Plugins | Plugins developed and published by Kestra and explicitly designated as “Official” within the Documentation or the Kestra official plugin repository. These plugins are covered by the Support Services. |
| Order Form | A mutually executed document referencing this Agreement and specifying the Subscription configuration, Fees, and commercial terms, including the number of Instances, Tenants, Worker Groups, and User Packs licensed to Customer. |
| Plan | A predefined configuration of the Solution offered by Kestra under a specific commercial tier (e.g., “Enterprise”), determining the functional scope, feature set, support level, and capacity limits included in the Subscription. |
| Plugin Versioning | Means the Solution feature allowing Users to explicitly define and manage the specific version of any Official Kestra Plugin or EE Plugin used in a Workflow, ensuring the consistency and reproducibility of Flow executions over time. |
| Plugins EE | Means the proprietary Plugins (software extensions), licensed under Kestra Enterprise Edition, that provide advanced connectors, tasks, or integrations targeting specific enterprise systems (e.g., security integrations or advanced cloud platforms). |
| Production Instance | A licensed deployment of the Solution used to execute live, business-critical, or customer-facing workflows within Customer’s operational environment. |
| RBAC | Role-Based Access Control, means the Solution feature allowing restriction of system and operation access (such as Flow creation, Log access, or deployment) for Users based on predefined and configurable roles. |
| Secret Manager | Means the Solution feature enabling the secure storage and management of sensitive information (credentials, API keys) used by Workflows, encompassing both the built-in storage (encrypted at rest) and the connection to external secret management systems (e.g., HashiCorp Vault, AWS Secrets Manager). |
| Service Account | Means a non-human User identity with associated credentials (e.g., API key or token) used by applications, workflows, or automated processes to interact with the Solution and its resources, often leveraging the RBAC system for controlled access. |
| Solution | The proprietary orchestration software platform known as Kestra Enterprise Edition, licensed by Kestra under this Agreement. |
| Statistics Report | Anonymized telemetry automatically generated by Kestra’s license mechanism, transmitted securely to Kestra via HTTPS, or the equivalent offline attestation. |
| Storage Isolation | Means the Solution feature ensuring that the data processed by Workflows, typically stored temporarily in the internal storage system, is logically separated and restricted to specific Tenants or Namespaces, thus enhancing data security and governance. |
| Subscription | The time-limited right, granted under an Order Form and this Agreement, for Customer to install, access, and use the licensed components of the Solution, together with the associated Support Services. |
| Subscription Term | The duration of the Subscription as stated in the applicable Order Form, beginning on the Effective Date. |
| Support Services | The maintenance, technical assistance, and troubleshooting provided by Kestra under this Appendix, limited to the scope of Customer’s active Subscription and the Official Kestra Plugins. |
| Tenant | A logically isolated environment within an Instance that allows separate User Groups to operate independently while sharing the same Instance-level infrastructure. |
| UI Customization | Means the Solution feature allowing Users with required permissions to customize the visual appearance of the user interface (UI) (e.g., by changing logos, thematic colors, or welcome elements) to align with the Customer’s brand identity. |
| Unit Tests | Means the Solution feature that allows Users to define and execute unit tests directly on a Flow’s logic to validate its expected behavior and output before deployment to production, enhancing code reliability. |
| User | An individual employee, contractor, or agent of Customer who is authorized to access and use the Solution under Customer’s Subscription. |
| User Management | Means the set of administrative tools built into the Solution allowing Instance administrators to create, modify, disable, and assign roles to Users. |
| User Pack | A pre-defined group of Users entitled to access and use the Solution under the Subscription, as specified in the applicable Order Form. |
| Variables | Variables are key-value pairs used to reuse values across tasks. They can also be stored at the namespace level for reuse across multiple flows within that namespace. |
| Worker | A Worker in Kestra is a server component designed to execute all runnable tasks and Polling Triggers. It receives these from the Executor and the Scheduler, respectively. |
| Worker Group | A set of Workers that can be explicitly targeted for the execution of tasks or the evaluation of polling triggers. |
2. Scope of Support
Subject to timely payment of applicable subscription Fees, Kestra shall provide Support Services for the duration of the subscription Term described in the applicable Order Form.
Support coverage includes Kestra Enterprise Edition and all Official Kestra Plugins.
3. Support Services
Kestra will use commercially reasonable efforts to correct or provide workarounds for reproducible errors causing the Solution not to operate substantially per documentation.
Support includes:
- Guidance on installation and configuration.
- Assistance with upgrades and patches.
- Troubleshooting of reproducible defects.
- Clarification of documentation and usage.
- Identification and reporting of software bugs.
Customer must provide sufficient information (logs, environment details, reproduction steps) to allow diagnosis.
4. Maintenance, Updates, and Upgrades
During the active subscription Term, Customer is entitled to all generally available releases:
| Type | Description | Examples |
|---|---|---|
| Minor updates (Z) | bug fixes, security patches | 1.9.3 → 1.9.4 |
| Minor upgrades (Y) | feature additions or enhancements | 1.9 → 1.10 |
| Major upgrades (X) | architectural or compatibility changes | 1 → 2 |
Customer agrees to maintain a supported version. Kestra shall not be liable for issues in outdated versions.
5. Included Matters
Support for Kestra Enterprise and Open Source Editions.
Official Kestra Plugins.
Assistance with installation and upgrades.
Troubleshooting configuration and performance issues.
Documentation clarification.
Access to the support portal, ticketing system, and release notes.
6. Excluded Matters
- Versions no longer within the current or immediately prior major release.
- Performance tuning, architecture design, or code reviews (Professional Services only).
- Custom or private plugins developed by Customer or third parties.
- Issues caused by Customer’s infrastructure, network, or third-party software.
- On-site or after-hours support unless separately contracted.
- Training beyond the initial onboarding session.
Excluded matters may be delivered as Professional Services under a separate SOW at Kestra’s then-current rates.
7. Onboarding and Training
Kestra provides an initial onboarding session to configure support access and outline escalation procedures. A one-time product overview session may be included. Additional workshops or enablement sessions may be purchased separately.
8. Service Level Agreement (SLA)
Support is available Monday – Friday, 8
a.m. to 6 p.m. Eastern Time, excluding U.S. federal holidays. Enhanced 24×7 coverage is available as an optional add-on (“Enhanced SLA”).| Severity | Description | Initial Response Time | Target Action |
|---|---|---|---|
| Severity 1 (Critical) | Solution or Instance down; no workaround; major business impact. | Within 2 hours | Work begins immediately until workaround or resolution. |
| Severity 2 (High) | Major functionality impaired; workaround available. | Within 1 business day | Continuous effort during business hours until resolved. |
| Severity 3 (Medium) | Minor issue; degraded performance; limited impact. | Within 2 business days | Resolution or workaround in next maintenance cycle. |
| Severity 4 (Low) | Documentation questions or feature requests. | Within 3 business days | Response or guidance provided. |
Resolution times are targets, not guarantees. Kestra shall use commercially reasonable efforts to meet them.
9. Offline & Air-Gapped Environments
For regulated or isolated deployments, telemetry may be disabled. In such cases, Customer shall provide quarterly offline attestation reports certified by an authorized officer summarizing usage metrics. Kestra may request supporting screenshots or logs limited to non-personal, technical metrics.
10. Beta Features
Beta or preview functionality is provided “as is”, without SLA or warranty, solely for evaluation. Kestra may modify or discontinue Beta Features at any time without liability.
11. Data Processing Addendum (DPA Fallback)
In the event Kestra temporarily processes personal data during support or troubleshooting, the Parties agree that the Kestra Data Processing Addendum (DPA) shall automatically apply for the limited duration of such processing. Kestra acts solely as processor and handles such data per the DPA terms.
12. Export Control & Sanctions Compliance
Customer shall not export, re-export, or use the Solution in violation of any applicable export control or sanctions laws of the United States, the European Union, or any other relevant jurisdiction. Customer represents it is not a denied or restricted party.
13. Anti-Bribery and Anti-Corruption
Each Party shall comply with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (FCPA) and the U.K. Bribery Act 2010.
14. Modifications to Support Terms
Kestra may update this Appendix to reflect evolving support practices or product changes, provided such updates do not materially degrade support during the active Term. Updates take effect upon renewal.
15. Limitation of Support Obligations
Support Services are provided on a commercially reasonable efforts basis. Kestra does not guarantee resolution of every issue or achievement of any specific outcome. Customer remains responsible for administration, maintenance, and security of its own environment, Worker Groups, Tenants, Namespaces, and Instances.
16. Governing Law & Venue
This Appendix and all Support Services are governed by the laws of the State of Delaware, without regard to conflict of law principles. Any dispute shall be brought exclusively in the state or federal courts located in Wilmington, Delaware, and each Party submits to their jurisdiction.
17. Survival
Sections 9 through 16 of this Appendix survive termination or expiration of the Agreement.
IN WITNESS WHEREOF, the Parties have caused this Master Software License Agreement, including this Appendix 1, to be executed by their duly authorized representatives as of the Effective Date stated in the applicable Order Form.