1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
80
81
82
83
84
85
86
87
88
89
90
91
92
93
94
95
96
97
98
99
100
101
102
103
104
105
106
107
108
109
110
111
112
113
114
115
116
117
118
119
120
121
122
123
124
125
126
127
128
129
130
131
132
133
134
135
136
137
138
139
140
141
142
143
144
145
146
147
148
149
150
151
152
153
154
155
156
157
158
159
160
161
162
163
164
165
166
167
168
169
170
171
172
173
174
175
176
177
178
179
180
181
182
183
184
185
186
187
188
189
190
191
192
193
194
195
196
197
198
199
200
201
202
203
204
205
206
207
208
209
210
211
212
213
214
215
216
217
218
219
220
221
222
223
224
225
226
227
228
229
230
231
232
233
234
235
236
237
238
239
240
241
242
243
244
245
246
247
248
249
250
251
252
253
254
255
256
257
258
259
260
261
262
263
264
265
266
267
268
269
270
271
272
273
274
275
276
277
278
279
280
281
282
283
284
285
286
287
288
|
SPLUNK INC.
SOFTWARE LICENSE AGREEMENT
THIS SPLUNK SOFTWARE LICENSE AGREEMENT (THE "AGREEMENT") GOVERNS ALL SOFTWARE
PROVIDED BY SPLUNK INC. ("SPLUNK") INCLUDING FREE SPLUNK SOFTWARE ("FREE
SOFTWARE") AND SOFTWARE PURCHASED THROUGH SPLUNK'S ONLINE STORE OR OTHER
CHANNELS ("PURCHASED SOFTWARE"), COLLECTIVELY THE SPLUNK SOFTWARE ("SOFTWARE")
AND ANY AND ALL UPDATES, UPGRADES, AND MODIFICATIONS THERETO. CONFIRMATION OF
YOUR ORDERS ("ORDER CONFIRMATION") WILL BE DEEMED INCORPORATED INTO AND MADE
PART OF THIS AGREEMENT.
YOU WILL BE REQUIRED TO INDICATE YOUR AGREEMENT TO THESE TERMS AND CONDITIONS IN
ORDER TO DOWNLOAD THE SOFTWARE AND REGISTER WITH SPLUNK IN ORDER TO OBTAIN
LICENSE KEYS NECESSARY TO COMPLETE THE INSTALLATION PROCESS FOR PURCHASED
SOFTWARE. BY CLICKING ON THE "YES" BUTTON, DOWNLOADING OR INSTALLING THE
SOFTWARE, OR USING ANY MEDIA THAT CONTAINS THE SOFTWARE, YOU ARE CONSENTING TO
BE BOUND BY THIS AGREEMENT.
IF YOU AGREE TO THESE TERMS ON BEHALF OF A BUSINESS, YOU REPRESENT AND WARRANT
THAT YOU HAVE AUTHORITY TO BIND THAT BUSINESS TO THIS AGREEMENT, AND YOUR
AGREEMENT TO THESE TERMS WILL BE TREATED AS THE AGREEMENT OF THE BUSINESS. IN
THAT EVENT, "YOU" AND "YOUR" REFER HEREIN TO THAT BUSINESS.
"Splunk Developer API" means the documentation and functionality enabling the
creation of extensions to the Software. "Example Modules" means the source code
and binary form of examples that use the Splunk Developer API.
PURCHASED SOFTWARE TERM. Unless earlier terminated, this Agreement will be in
effect perpetually for any Purchased Software. "Term" means the period in which
the Agreement is in effect.
PURCHASED SOFTWARE FREE TRIAL. Notwithstanding the foregoing, if the applicable
Order Confirmation is limited to a free trial license, then the Term will be
limited to the free trial period specified in the Order Confirmation, this
Agreement and any license rights granted hereunder will automatically terminate
at the end of the free trial period, and there will be no Renewal Term. Any
license keys provided for a free trial will automatically expire and may cause
the Software to become non-operational at the end of the free trial period.
Provisions in this Agreement regarding License Fees, Maintenance and Support,
and Warranty will not apply to free trials.
PURCHASED SOFTWARE LICENSE. Subject to your compliance with the terms and
conditions of this Agreement, including your payment of the license fees set
forth in each Order Confirmation (the "License Fees"), Splunk grants you a
nonexclusive, nontransferable, revocable, limited license during the Term to
use the Software for which you have paid the applicable License Fees as set
forth in your Order Confirmation(s), only for your internal business purposes
(which shall include use by consultants, accountants, auditors and attorneys
hired to perform services for you) and only subject to the following
conditions: you may use each Splunk Server with an Enterprise license to index
no more than the peak daily volume of uncompressed data for which you have paid
the applicable License Fees as set forth in your Order Confirmation (the
"Maximum Peak Daily Volume"). The Software will be configured to display
warnings and/or cease indexing data when the Maximum Peak Daily Volume is
reached.
FREE SOFTWARE LICENSE. Subject to the terms and conditions of this Agreement,
Splunk grants to You a non-exclusive, worldwide, fully-paid up copyright
license to use, copy, and distribute the Free Splunk Software in binary form
only and only subject to the following conditions: (i) to index no more than
500MB of peak daily volume of uncompressed data (the 'Maximum Peak Daily
Volume'). The Software will be configured to display warnings, reduce available
functionality, and/or cease indexing data when the Maximum Peak Daily Volume is
reached. Splunk further grants to You a non-exclusive, worldwide, fully-paid up
copyright license to use the Splunk Developer API and Example Modules included
with the Free Software to develop extensions for the Free Software by adding
your own source code and recompiling (collectively, "Your Extensions"). You
agree to assume full responsibility for the performance of the Free Software
modified in this way, and shall indemnify, hold harmless, and defend Splunk
(including all of its officers, employees, directors, subsidiaries,
representatives, affiliates and agents) and Splunk's suppliers from and against
any claims or lawsuits, including attorney's fees and expenses, that arise or
result from Your distribution of the Free Software and/or Your Extensions
pursuant to this Agreement. You retain title to and copyright for Your
Extensions, subject to Splunk's title to and copyright for the Free Software,
the Splunk Developer API, and the Example Modules as specified in Ownership and
Copyrights, below. You agree that You will include this Agreement with any copy
of the Free Software made or distributed by You, and that you will not charge
any fee or receive any other consideration in exchange for any distribution of
or rights to use Your Extensions. If you want to make any commercial use of
Your Extensions you must first enter into a separate agreement with Splunk for
such purpose.
PURCHASED SOFTWARE RESTRICTIONS. You agree not to (i) use the Software except
as expressly authorized in this Agreement and your Order Confirmation; (ii)
copy the Software (except as required to run the Software and for reasonable
backup purposes); (iii) modify, adapt, or create derivative works of the
Software; (iv) rent, lease, loan, resell, transfer, sublicense (including but
not limited to offering any of the functionality of the Software on a service
provider, hosted, cloud, software as a service, managed service or time sharing
basis) or distribute the Software to any third party; (v) decompile,
disassemble or reverse-engineer the Software or otherwise attempt to derive the
Software source code; (vi) disclose to any third party the results of any
benchmark tests or other evaluation of the Software, or (vii) authorize any
third parties to do any of the above.
FREE SOFTWARE RESTRICTIONS. You shall not (i) decompile, disassemble or
reverse engineer or otherwise attempt to discover the source code of the Free
Software without the express written authorization of Splunk; (ii) modify,
adapt, or create derivative works of the Free Software; (iii) rent, lease,
loan, assign, transfer, resell, sublicense or otherwise commercially exploit in
any way the Free Software, the Splunk Developer API, Example Module (including
but not limited to offering the functionality of the Free Software on an
applications service provider, hosted, cloud, software as a service or time
sharing basis) or distribute the Free Software to any third party; (iv) use
the Free Software in order create competitive software products or
applications, create an application or software product using similar ideas,
features, functions or graphics of the Free Software: (v) decompile,
disassemble or reverse-engineer the Software or otherwise attempt to derive the
Software source code (vi) copy any ideas, features, functions or graphics of
the Free Software; (vii) disclose to any third party the results of any
benchmark tests or other evaluation of the Software; or (viii) authorize any
third parties to do any of the above. You have no rights to the Free Software
unless specifically granted to you by Splunk in this Agreement.
OWNERSHIP. Splunk and/or its licensors own all worldwide right, title and
interest in and to the Software, including all worldwide intellectual property
rights therein. You will not delete or in any manner alter the copyright,
trademark, and other proprietary rights notices appearing in or on the Software
as provided. All right, title, and interest in and to all copies the Splunk
Developer API, and the Example Modules remains with Splunk and/or its
licensors. The Software, Splunk Developer API, and Example Modules are
copyrighted and protected by the laws of the United States and other countries,
and international treaty provisions. You may not remove any copyright notices
from the Software, the Splunk Developer API, or the Example Modules.
PURCHASED SOFTWARE LICENSE AND FEES. In order to access and use the Software,
you are required to pay to Splunk the License Fees in accordance with your
Order Confirmation. The License Fees will be due and payable in accordance with
the terms set forth in your Order Confirmation. Any failure to pay the License
Fees in accordance with an Order Confirmation will result in automatic
revocation and termination of this Agreement and all rights and licenses
granted hereunder. All License Fees are non-refundable once paid.
MAINTENANCE AND SUPPORT. Subject to your payment of the applicable annual
maintenance and support fees set forth in your Order Confirmation (the "Support
Fees"), Splunk will provide the level of support for the Purchased Software
identified in your Order Confirmation in accordance with the support
descriptions set forth on Splunk's website at www.splunk.com. Splunk is not
obligated to support, update or upgrade the Free Software.
PURCHASED SOFTWARE VERIFICATION AND AUDIT. At Splunk's written request, you
will furnish Splunk with a certification signed by an officer of your company
verifying that the Software is being used in accordance with the terms and
conditions of this Agreement and the applicable Order Confirmations. Upon at
least ten (10) days prior written notice, Splunk may audit your use of the
Software to ensure that you are in compliance with the terms of this Agreement
and the applicable Orders. Any such audit will be conducted during regular
business hours at your facilities, will not unreasonably interfere with your
business activities and will be in compliance with your reasonable security
procedures. You will provide Splunk with access to the relevant records and
facilities. If an audit reveals that you have exceeded the daily peak volume
during the period audited, then Splunk will invoice you, and you will promptly
pay Splunk any underpaid fees based on Splunk's price list in effect at the
time the audit is completed. If the daily peak volume usage exceeds ten percent
(10%) of the licensed usage, then you will also pay Splunk's reasonable costs
of conducting the audit.
PURCHASED SOFTWARE WARRANTY. Splunk warrants that for a period of thirty (30)
days after your registration of the Software with Splunk, the Software will
substantially achieve any material function described in documentation for the
Software published by Splunk. As Splunk's sole liability and your sole remedy
for any failure of the Software to conform to this warranty, Splunk will repair
or replace (at Splunk's option) your copy of the Software.
WARRANTY DISCLAIMER. EXCEPT AS SET FORTH ABOVE, SPLUNK DISCLAIMS ANY AND ALL
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
NONINFRINGEMENT, QUIET ENJOYMENT AND WARRANTIES ARISING OUT OF COURSE OF
DEALING OR USAGE OF TRADE. Splunk does not warrant (i) that the Software,
developer’s API'S or example modules will meet your requirements, (ii) that the
Software will operate in the combinations that you may select, (iii) that the
Software will serve the purposes intended by you, or (iv) that the operation of
the Software will be error free or uninterrupted or that any Software errors
will be corrected.
LIMITATION OF LIABILITY. SPLUNK'S TOTAL CUMULATIVE LIABILITY TO YOU, FROM ALL
CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT
EXCEED THE AMOUNTS PAID BY YOU TO SPLUNK IN THE TWELVE MONTHS PRIOR TO THE
EVENT GIVING RISE TO SUCH LIABILITY. IN NO EVENT WILL SPLUNK BE LIABLE TO YOU
FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES
(INCLUDING LOSS OF USE, DATA, OR PROFITS, BUSINESS INTERRUPTION, OR COSTS OF
PROCURING SUBSTITUTE SOFTWARE) ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT OR THE USE OR PERFORMANCE OF THE SOFTWARE, WHETHER SUCH LIABILITY
ARISES FROM CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY
OR OTHERWISE, AND WHETHER OR NOT SPLUNK HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH LOSS OR DAMAGE. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL
SURVIVE AND APPLY EVEN IF ANY REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL
PURPOSE. WITHOUT LIMITING THE FOREGOING, SPLUNK WILL HAVE NO LIABILITY OR
RESPONSIBILITY FOR ANY BUSINESS INTERRUPTION OR LOSS OF DATA ARISING FROM THE
AUTOMATIC TERMINATION OF THE LICENSE RIGHTS GRANTED HEREIN AND ANY ASSOCIATED
CESSATION OF THE SOFTWARE FUNCTIONS. BECAUSE SOME STATES OR JURISDICTIONS DO
NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE
ABOVE LIMITATION MAY NOT APPLY TO YOU.
PURCHASED SOFTWARE INDEMNITY. Splunk will defend, indemnify and hold you
harmless from and against any loss, damage, liability or cost (including
reasonable attorneys' fees) resulting from any third party claim that the
Purchased Software infringes or violates any third party's patent, copyright or
trademark rights; provided that you promptly notify Splunk in writing of any
and all such claims. In the event of any loss, damage, liability or cost for
which Splunk is obligated to indemnify you hereunder, Splunk shall have sole
control of the defense and all related settlement negotiations, and you shall
reasonably cooperate with Splunk in the defense and/or settlement thereof at
Splunk's expense; provided that you may participate in such defense using your
own counsel, at your own expense.
TERMINATION. You may terminate this Agreement at any time by destroying or
returning to Splunk all copies of the Software, including any documentation, in
your possession and control, and providing to Splunk a written statement signed
by an authorized representative of your company notifying Splunk that you are
terminating the Agreement and certifying such destruction or return. Upon
thirty days notice, Splunk may terminate this Agreement (and your license
rights) upon notice in the event that you breach any provision of this
Agreement and have not cured the breach during such notice period. Upon any
expiration or termination of this Agreement, the rights and licenses granted
hereunder will automatically terminate, and you agree to immediately cease
using the Software and to return or destroy all copies of the Software in your
possession or control. In the event of termination of this Agreement, Splunk
will have no obligation to refund any License Fees, Support Fees, or other fees
received from you during the Term. All provisions of this Agreement related to
disclaimers of warranties, limitation of liability, remedies, damages, or
Splunk's proprietary rights shall survive termination.
SEVERABILITY. All rights and remedies, whether conferred hereunder or by any
other instrument or law, will be cumulative and may be exercised singularly or
concurrently. Failure by either Splunk or You to enforce any term will not be
deemed a waiver of future enforcement of that or any other term. The terms and
conditions stated herein are declared to be severable. Should any term(s) or
condition(s) of this Agreement be held to be invalid or unenforceable the
validity, construction and enforceability of the remaining terms and conditions
of this Agreement shall not be affected.
EXPORT. You agree to comply fully with all relevant export laws and regulations
of the United States ("Export Laws") to ensure that the Software is not (i)
exported or re-exported directly or indirectly in violation of Export Laws; or
(ii) intended to be used for any purposes prohibited by the Export Laws,
including but not limited to nuclear, chemical, or biological weapons
proliferation.
GOVERNMENT RESTRICTED RIGHTS. The Software shall be classified as "commercial
computer software" as defined in the applicable provisions of the Federal
Acquisition Regulation (the "FAR") and supplements thereto, including the
Department of Defense (DoD) FAR Supplement (the "DFARS"). The parties
acknowledge that the Software was developed entirely at private expense and
that no part of the Software was first produced in the performance of a
Government contract. If the Software is supplied for use by DoD, the Software
is delivered subject to the terms of this Agreement and in accordance with
DFARS 227.7202-1(a) and 227.7202-3(a) (1995), with restricted rights in
accordance with DFARS 252.227-7013(c)(1)(ii) (OCT 1988), as applicable. If the
Software is supplied for use by a Federal agency other than DoD, the Software
is restricted computer software delivered subject to the terms of this
Agreement and FAR 12.212(a) (1995); (ii) FAR 52.227-19; or FAR 52.227-14(ALT
III), as applicable.
PUBLICITY. You agree that Splunk may identify you as a Splunk customer on
Splunk websites, client lists, press releases, and/or other marketing. You
also agree that Splunk may publish a brief description highlighting your
deployment of the Software.
GENERAL. This Agreement shall be governed by and construed in accordance with
the laws of the State of California, as if performed wholly within the state
and without giving effect to the principles of conflict of law. Any legal
action or proceeding arising under this Agreement will be brought exclusively
in the federal or state courts located in the Northern District of California
and the parties hereby consent to personal jurisdiction and venue therein. If
any portion hereof is found to be void or unenforceable, the remaining
provisions of this Agreement shall remain in full force and effect. Neither
party may assign this Agreement, in whole or in part, except in connection with
an internal reorganization or a sale of the business with which this Agreement
is associated without Splunk's prior written consent, and any attempt to assign
this Agreement other than as permitted above will be null and void. This
Agreement is intended for the sole and exclusive benefit of the parties and is
not intended to benefit any third party. Only the parties to this Agreement may
enforce it. This Agreement and any Order Confirmations constitute the complete
and exclusive understanding and agreement between the parties regarding their
subject matter and supersede all prior or contemporaneous agreements or
understandings, written or oral, relating to their subject matter. Any waiver,
modification or amendment of any provision of this Agreement will be effective
only if in writing and signed by duly authorized representatives of both
parties.
EACH PARTY SIGNING BELOW REPRESENTS AND WARRANTS THAT THEY HAVE THE AUTHORITY
TO BIND THAT BUSINESS TO THIS AGREEMENT, AND THEIR AGREEMENT TO THESE TERMS
WILL BE TREATED AS THE AGREEMENT OF THE BUSINESS. IN THAT EVENT, "YOU" AND
"YOUR" REFER HEREIN TO THAT BUSINESS.
|