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710 lines
65 KiB
710 lines
65 KiB
SOFTWARE LICENSE AGREEMENT
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THIS SOFTWARE LICENSE AGREEMENT ("AGREEMENT") GOVERNS THE LICENSING, INSTALLATION AND USE OF SPLUNK
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SOFTWARE. BY DOWNLOADING AND/OR INSTALLING SPLUNK SOFTWARE: (A) YOU ARE INDICATING THAT YOU HAVE
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READ AND UNDERSTAND THIS AGREEMENT, AND AGREE TO BE LEGALLY BOUND BY IT ON BEHALF OF THE COMPANY,
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GOVERNMENT, OR OTHER ENTITY FOR WHICH YOU ARE ACTING (FOR EXAMPLE, AS AN EMPLOYEE OR GOVERNMENT
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OFFICIAL) OR, IF THERE IS NO COMPANY, GOVERNMENT OR OTHER ENTITY FOR WHICH YOU ARE ACTING, ON BEHALF OF
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YOURSELF AS AN INDIVIDUAL; AND (B) YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ACT ON
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BEHALF OF AND BIND SUCH COMPANY, GOVERNMENT OR OTHER ENTITY (IF ANY).
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WITHOUT LIMITING THE FOREGOING, YOU (AND YOUR ENTITY, IF ANY) ACKNOWLEDGE THAT BY SUBMITTING AN ORDER
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FOR THE SPLUNK SOFTWARE, YOU (AND YOUR ENTITY (IF ANY)) HAVE AGREED TO BE BOUND BY THIS AGREEMENT.
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As used in this Agreement, "Splunk," refers to Splunk Inc., a Delaware corporation, with its principal place of business at 270 Brannan
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Street, San Francisco, California 94107, U.S.A.; and "Customer" refers to the company, government, or other entity on whose behalf
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you have entered into this Agreement or, if there is no such entity, you as an individual.
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1. DEFINITIONS. Capitalized terms used but not otherwise defined in this Agreement have the meanings set forth in Exhibit A.
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2. LICENSE GRANTS
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2.1 Purchased Software. Subject to Customer's compliance with this Agreement, including Customer's timely payment
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of all License Fees, Splunk grants to Customer a nonexclusive, worldwide, nontransferable, nonsublicensable license during the
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applicable Term to install and use the Purchased Software within the Licensed Capacity solely for Customer's Internal Business
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Purposes.
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2.2 Evaluation Software. If the applicable Order specifies that any Software is provided under an evaluation license or a
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free trial license, then subject to Customer's compliance with this Agreement, Splunk grants to Customer a nonexclusive,
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worldwide, nontransferable, nonsublicensable license during the applicable Term to install and use the Evaluation Software within
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the Licensed Capacity solely for evaluating whether Customer wishes to purchase a commercial license for such Software.
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Notwithstanding anything to the contrary in this Agreement, Splunk does not provide maintenance and support (Section 7),
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warranty (Section 10), or indemnification (Section 13) with respect to Evaluation Software.
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2.3 Test and Development Software. If the applicable Order specifies that any Software is provided under a test and
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development license, then subject to Customer's compliance with this Agreement, Splunk grants to Customer a nonexclusive,
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worldwide, nontransferable, nonsublicensable license during the applicable Term to install and use the Test and Development
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Software within the Licensed Capacity in a non-production system used for software product migration testing, software product
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pre-production staging, testing new data sources, types or use cases, or other non-production use. In no way should the Test and
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Development Software be used for any revenue generation, commercial activity or other productive business or purpose.
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Notwithstanding anything to the contrary in this Agreement, Splunk does not provide warranty (Section 10), or indemnification
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(Section 13) with respect to the Test and Development Software.
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2.4 Free Software. Splunk may make certain Software available for license without charge, and such Free Software may
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have limited features, functions, or other limitations of any kind. Subject to Customer's compliance with this Agreement, Splunk
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grants to Customer a nonexclusive, worldwide, nontransferable, nonsublicensable license during the applicable Term to install and
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use the Free Software within the Licensed Capacity solely for Customer's Internal Business Purposes. Notwithstanding anything to
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the contrary in this Agreement, Splunk does not provide maintenance and support (Section 7), warranty (Section 10), or
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indemnification (Section 13) with respect to Free Software.
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2.5 Content Subscription. When the applicable Order specifies a Content Subscription service as elected by Customer,
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Splunk will deliver or otherwise make available the applicable Content Subscription service to Customer during the subscription
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period, and subject to Customer's compliance with this Agreement (including Customer's timely payment of all applicable Content
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Subscription Fees), Splunk grants to such Customer a nonexclusive, worldwide, nontransferable, nonsublicensable license during
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the applicable subscription period to install and use the subscribed content solely in connection with the designated Purchased
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Software and solely for Customer's Internal Business Purposes. Such content will be treated as Purchased Software under this
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Agreement except that Section 10 (Warranty) will not apply.
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2.6 Splunk Extensions. Subject to Customer's compliance with this Agreement, including Customer's timely payment of
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all License Fees (if any), Splunk grants to Customer a nonexclusive, worldwide, nontransferable, nonsublicensable license to use
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Splunk Extensions solely in connection with applicable Software that Customer has licensed from Splunk, subject to the same
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limitations and restrictions (including with respect to Term and Licensed Capacity) that apply to the Software with which the Splunk
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Extensions are used. Notwithstanding the foregoing, if any Splunk Extension is provided to Customer under a separate license
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agreement that grants Customer more permissive or broader rights with respect to such Splunk Extension (e.g., a separate license
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agreement that is provided to Customer as part of the download process for such Splunk Extension), then that separate license
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agreement, and not this Agreement, will govern Customer's installation and use of such Splunk Extension (but, for clarity, this
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Agreement will apply to all other Splunk Extensions).
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2.7 Customer Extensions. Subject to Customer's compliance with this Agreement, Splunk grants to Customer a
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nonexclusive, worldwide, nontransferable, nonsublicensable license (a) to copy, modify and use the Splunk Developer Tools solely
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to develop Extensions for use with the designated Software or Splunk Extension ("Customer Extensions"), including to support
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interoperability between the Software or Splunk Extension and Customer's system or environment and (b) to distribute the
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Customer Extensions exclusively for the use with the designated Software or Splunk Extension. The foregoing license is subject to
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the following conditions: (x) Splunk proprietary legends or notices contained in the Splunk Developer Tools may not be removed or
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altered when used in or with the Customer Extension; and (y) Customer may not make any statement that Customer Extension is
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certified (unless it is duly certified by Splunk through the Splunk App Certification Program) or that its performance is guaranteed
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by Splunk. Customer retains title to the Customer Extensions, subject to Splunk's ownership set forth in Section 5. If Customer
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allows end users of Customer Extensions to modify or distribute the Customer Extensions, Customer shall limit such modification
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or distribution to use with the designated Software or Splunk Extension only, and will flow down the conditions in (x) and (y) above
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to end users of Customer Extensions. Customer agrees to assume full responsibility for the performance and distribution of
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Customer Extensions.
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2.8 Open Source Software. Customer acknowledges that certain Software may contain Open Source Software. Open
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Source Software may be identified in the end user documentation or in a list of the Open Source Software provided to Customer
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upon Customer's written request. Any Open Source Software that is delivered to Customer as part of Purchased Software, and
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which may not be taken out of the Purchased Software or used separately from the Purchased Software is covered by the
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warranty, support and indemnification provisions applicable to Purchased Software. Customer acknowledges that specific terms
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required by the respective licensor of the Open Source Software may apply to the use of Open Source Software, which terms shall
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be included in the documentation; however, these terms will not: (a) impose any additional restrictions on Customer's use of the
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Software, or (b) negate or amend Splunk's responsibilities with respect to Purchased Software.
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3. LICENSE RESTRICTIONS. Unless otherwise expressly permitted by Splunk, Customer will not and Customer has no right to: (a)
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copy any Splunk Materials (except as required to run the Software and for reasonable backup purposes); (b) modify, adapt, or
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create derivative works of any Splunk Materials; (c) rent, lease, loan, resell, transfer, sublicense, distribute, disclose or otherwise
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provide any Splunk Materials to any third party; (d) decompile, disassemble or reverse-engineer any Splunk Materials, or
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determine or attempt to determine any source code, algorithms, methods or techniques embodied in any Splunk Materials, except
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to the extent expressly permitted by applicable law notwithstanding a contractual prohibition to the contrary; (e) access or use any
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Disabled Materials; (f) provide to any third party the results of any benchmark tests or other evaluation of any Splunk Materials
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without Splunk's prior written consent; (g) attempt to disable or circumvent any license key or other technological mechanisms or
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measures intended to prevent, limit or control use or copying of, or access to, any Splunk Materials (including in order to gain
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access to any Disabled Materials); (h) remove or obscure any copyright, trademark, patent, or other proprietary notices, legends or
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symbols from any Splunk Materials; (i) exceed the Licensed Capacity; (j) separately use any of the applicable features and
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functionalities of the Splunk Materials with external applications or code not furnished by Splunk or any data not processed by the
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Software, except otherwise specifically permitted in the Documentation; (k) otherwise access or use any Splunk Materials except
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as expressly authorized in this Agreement; or (l) encourage or assist any third party to do any of the foregoing. Customer
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acknowledges that the Software may be configured to display warnings, reduce available functionality, and/or cease functioning if
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unauthorized or improper use is detected, including if the Term expires or the Licensed Capacity is reached or exceeded.
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4. CONSULTANTS. Customer may permit its authorized consultants, contractors, and agents ("Service Providers") to access and
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use the Software solely on Customer's behalf in connection with providing services to Customer, subject to the terms and
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conditions of this Agreement. Any such access or use by a Service Provider will be subject to the same limitations and restrictions
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that apply to Customer under this Agreement, and Customer will be jointly and severally liable for any Service Provider's actions
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relating to or use of the Software. For avoidance of doubt, the aggregate use by Customer and all of its Service Providers must not
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exceed the Licensed Capacity and nothing in this Section 4 is intended to or will be deemed to increase any Licensed Capacity.
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5. OWNERSHIP. Splunk, its suppliers and/or licensors own all worldwide right, title and interest in and to the Splunk Materials,
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including all related Intellectual Property Rights. Except for the licenses expressly granted to Customer in Section 2, Customer will
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not acquire or claim any right, title or interest in or to any Splunk Materials or related Intellectual Property Rights, whether by
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implication, operation of law or otherwise. Notwithstanding anything to the contrary, the Software is licensed, not sold, to Customer.
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To the extent that Customer provides any Feedback, Customer grants to Splunk a perpetual, irrevocable, worldwide, nonexclusive,
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transferable, sublicensable, royalty-free, fully paid-up right and license to use and commercially exploit the Feedback in any
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manner Splunk deems fit.
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6. LICENSE AND SUBSCRIPTION FEES. Customer will pay all license fees set forth in the Order (the "License Fees") for the
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Software delivered to Customer no later than thirty (30) days after the date of Splunk's applicable invoice. Customer will also pay
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all content subscription fees as may be applicable to the Purchased Software, as identified in the Order (the "Content
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Subscription Fees", collectively together with License Fees, the "Fees"). Without limitation of Splunk's other termination rights, if
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Customer fails to pay the Fees when due, then Splunk may terminate this Agreement and all licenses granted hereunder by notice
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to Customer. All Fees are non-refundable once paid. Any fees and payment terms for Splunk Extensions not included in the Order
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will be as set forth on the download page for such Splunk Extensions.
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7. MAINTENANCE AND SUPPORT. If Customer has purchased support and maintenance for the Purchased Software as set forth in
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the Order (the "Support Services"), then Splunk will provide the level of support and maintenance included in the Order in
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accordance with the terms and conditions set forth in Exhibit C.
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8. CONFIGURATION SERVICES. Subject to Customer's payment of applicable fees, Splunk will provide the deployment, usage
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assistance, configuration, and/or training services (if any) set forth in the Order (the "Professional Services") in accordance with
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Splunk's standard professional services terms and conditions, which terms and conditions are hereby incorporated by reference
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and made a part of this Agreement.
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9. SOFTWARE VERIFICATION AND AUDIT. At Splunk's request, Customer will furnish Splunk with a certification signed by
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Customer's authorized representative verifying that the Software is being used in accordance with this Agreement and the
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applicable Order. Also, if Customer has purchased an offering that requires usage reporting as identified in the Order, Customer
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agrees to provide such reporting pursuant to the requirements set forth by Splunk. Upon at least ten (10) days' prior written notice
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to Customer, Splunk may audit Customer's (and its Service Providers') use of the Software to ensure that Customer (and such
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Service Providers) are in compliance with this Agreement and the applicable Order. Any such audit will be conducted during
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regular business hours at Customer's (and/or its Service Providers) facilities, will not unreasonably interfere with Customer's (or its
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Service Providers') business and will comply with Customer's (or its Service Providers') reasonable security procedures. Customer
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will (and will ensure that its Service Providers) provide Splunk with reasonable access to all relevant records and facilities
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reasonably necessary to conduct the audit. If an audit reveals that Customer (and/or any Service Provider) has exceeded the
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Licensed Capacity or the scope of Customer's license grant during the period audited, then Splunk will invoice Customer, and
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Customer will promptly pay Splunk any underpaid Fees based on Splunk's price list in effect at the time the audit is completed. If
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the excess usage exceeds ten percent (10%) of the Licensed Capacity, then Customer will also pay Splunk's reasonable costs of
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conducting the audit. Customer will ensure that its Service Providers provide Splunk with the access described in this Section 9.
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This Section 9 will survive expiration or termination of this Agreement for a period of three (3) years.
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10. WARRANTY. Splunk warrants that for a period of thirty (30) days from the Delivery of Purchased Software, the Purchased
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Software will substantially perform the material functions described in Splunk's user documentation for such Purchased Software,
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when used in accordance with the user documentation. The sole liability of Splunk (and its Affiliates and suppliers/licensors), and
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Customer's sole remedy, for any failure of the Purchased Software to conform to the foregoing warranty, is for Splunk to do one of
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the following (at Splunk's sole option and discretion): (a) modify, or provide an Enhancement for, the Purchased Software so that it
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conforms to the foregoing warranty, (b) replace Customer's copy of the Purchased Software with a copy that conforms to the
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foregoing warranty, or (c) terminate the license with respect to the non-conforming Purchased Software and refund the License
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Fees paid by Customer for such non-conforming Purchased Software. All warranty claims must be made by written notice from
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Customer to Splunk on or before the expiration of the warranty period, as detailed in Section 23.2 below.
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11. WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10 ABOVE, THE SPLUNK MATERIALS, OPEN
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SOURCE SOFTWARE, THIRD PARTY CONTENT, SUPPORT SERVICES AND PROFESSIONAL SERVICES ARE PROVIDED
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"AS IS" WITH NO WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED. TO THE FULL EXTENT PERMITTED BY LAW,
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SPLUNK AND ITS SUPPLIERS AND LICENSORS DISCLAIM ALL WARRANTIES OTHER THAN AS EXPRESSLY SET FORTH
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IN SECTION 10, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS
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FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF
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COURSE OF DEALING OR TRADE USAGE. WITHOUT LIMITATION OF THE GENERALITY OF THE FOREGOING, SPLUNK
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DOES NOT WARRANT THAT USE OF THE SOFTWARE WILL BE UNINTERRUPTED, ERROR FREE OR SECURE, OR THAT
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ALL DEFECTS WILL BE CORRECTED.
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12. LIMITATION OF LIABILITY. TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING ANY
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FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR LIMITATION OF LIABILITY: (A) SPLUNK AND ITS
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AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS (INCLUDING AUTHORIZED
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PARTNERS AS DEFINED IN SECTION 21 BELOW) AND LICENSORS (THE "SPLUNK ENTITIES") WILL NOT BE LIABLE FOR
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ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING ANY DAMAGES ARISING
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FROM LOSS OF USE, LOSS OF DATA, LOST PROFITS, LOST REVENUE, BUSINESS INTERRUPTION, OR COSTS OF
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PROCURING SUBSTITUTE SOFTWARE OR SERVICES) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
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SUBJECT MATTER HEREOF; AND (B) SPLUNK ENTITIES' TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING
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TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO
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SPLUNK FOR THE PURCHASED SOFTWARE IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH
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LIABILITY, IN EACH OF THE FOREGOING CASES (A) AND (B), REGARDLESS OF WHETHER SUCH LIABILITY ARISES
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FROM CONTRACT, INDEMNIFICATION, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR
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OTHERWISE, AND REGARDLESS OF WHETHER SPLUNK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR
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DAMAGE. IN ADDITION, CUSTOMER, AND NOT SPLUNK, IS SOLELY RESPONSIBLE FOR THE ACCURACY, QUALITY AND
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SECURITY OF CUSTOMER'S DATA AND FOR MAINTAINING A BACKUP OF ALL SUCH DATA, AND FOR ENSURING THE
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SECURITY AND INTEGRITY OF CUSTOMER'S (AND ITS SERVICE PROVIDER'S) DATA, COMPUTERS, NETWORKS AND
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SYSTEMS (INCLUDING WITH RESPECT TO PROTECTING AGAINST VIRUSES AND MALWARE).
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13. INDEMNITY. Splunk will defend Customer against any claim, demand, suit or proceeding brought against Customer by a third
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party alleging that Purchased Software infringes or misappropriates such third party's Intellectual Property Rights ("Claim"), and
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Splunk will pay all damages finally awarded against Customer by a court of competent jurisdiction as a result of such Claim,
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subject to the other terms and conditions of this Agreement. Notwithstanding the foregoing, Splunk has no obligation to indemnify
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Customer with respect to: (a) use of the Purchased Software in a manner that is not permitted under the Agreement or that is
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inconsistent with Splunk's applicable user documentation; (b) modifications to the Splunk Materials made by anyone other than
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Splunk; (c) the combination of Software with hardware or software not made by Splunk, or with third-party services, processes or
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materials where the infringement or misappropriation would not occur but for such combination; (d) Customer's continued use of
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the Purchased Software or other allegedly infringing activity after receiving notice of the alleged infringement; or (e) any version of
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the Purchased Software that is no longer supported by Splunk ((a) through (e), collectively, "Excluded Matters"). If an applicable
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Claim is made or appears likely to be made, Splunk may, at its option and expense, modify the affected Purchased Software so
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that it is noninfringing, or replace it with substantially functionally equivalent software. If Splunk determines that neither is
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reasonably feasible, Splunk may terminate Customer's applicable license and refund Customer a pro rata refund of the Fees
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previously paid by Customer, which will be calculated using the remainder of the license term (beginning with the date of Splunk's
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receipt of notice of the applicable Claim), or if the Purchased Software is licensed under a perpetual license, a refund of Fees
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previously paid by Customer, less straight-line depreciation on a three-year basis from the Delivery of the applicable Software. The
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obligations set forth in this Section constitute Customer's sole and exclusive remedy, and Splunk's entire liability, with respect to
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any Claims that the Purchased Software infringes any third party's Intellectual Property Rights. Customer will defend Splunk
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against any Claim brought against Splunk by a third party arising out of or relating to any Excluded Matter or any Customer
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Extension, and Customer will pay all damages finally awarded against Splunk by a court of competent jurisdiction as a result of
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such Claim. Each party's indemnity obligations set forth in this Section 13 are conditioned upon the party seeking indemnification
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(x) providing prompt written notice to the other party of the applicable Claim; (y) giving the indemnifying party sole control of the
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defense and/or settlement of the Claim, except that: (i) the indemnified party may participate in the defense with counsel of its
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choice at its own expense, and (ii) the indemnifying party will not agree to any settlement that imposes a material obligation on the
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indemnified party without the indemnified party's prior written consent (not to be unreasonably withheld or delayed), and (z)
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providing reasonable cooperation and assistance in the defense and negotiations.
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14. CONFIDENTIAL INFORMATION.
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14.1 Confidential Information. "Confidential Information" means any technical or business information, ideas,
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materials, know-how or other subject matter that is disclosed by one party to the other party that: (a) if disclosed in writing, is
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marked "confidential" or "proprietary" at the time of such disclosure; (b) if disclosed orally, is identified as "confidential" or
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"proprietary" at the time of such disclosure, and is summarized in a writing sent by the disclosing party to the receiving party within
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thirty (30) days after any such disclosure; or (c) under the circumstances, a person exercising reasonable business judgment would
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understand to be confidential or proprietary. Confidential Information of Splunk will include the Splunk Materials (including any
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license keys).
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14.2 Use and Disclosure Restrictions. The party receiving Confidential Information ("Recipient") agrees: (a) to maintain
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the Confidential Information of the party disclosing such information (the "Discloser") in strict confidence; (b) not to disclose such
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Confidential Information to any third parties; and (c) not to use any such Confidential Information for any purpose other than to
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exercise its rights or perform its obligations under this Agreement. Recipient will treat Confidential Information of the Discloser with
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the same degree of care as it accords to its own Confidential Information, but in no event with less than reasonable care. Recipient
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may disclose the Confidential Information of Discloser to its directors, officers, employees, and subcontractors (collectively,
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"Representatives"), who have a bona fide need to know such Confidential Information, provided that each such Representative is
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bound by a legal obligation as protective of the other party's Confidential Information as those set forth herein. Recipient's
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obligations under this Section 14 will continue in effect for a period of three (3) years from the date of last disclosure of Confidential
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Information by Discloser, except that Customer's obligations under this Section 14 will continue in effect in perpetuity with respect
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to Splunk Materials.
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14.3 Exclusions. The obligations of Recipient under Section 14.1 will not apply to any Confidential Information that: (a) is
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now or thereafter becomes generally known or available to the public, through no act or omission on the part of Recipient (or any of
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its Representatives, Affiliates, or agents) or any third party subject to any use or disclosure restrictions with respect to such
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Confidential Information; (b) was known by or lawfully in the possession of Recipient, prior to receiving such information from
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Discloser, without restriction as to use or disclosure; (c) is rightfully acquired by Recipient from a third party who has the right to
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disclose it and who provides it without restriction as to use or disclosure; or (d) is independently developed by Recipient without
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access, use or reference to any Confidential Information of Discloser.
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14.4 Required Disclosures. The provisions of Section 14.1 will not restrict Recipient from disclosing Discloser's
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Confidential Information to the extent required by any law or regulation or compelled by a court or administrative agency of
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competent jurisdiction, provided that, to the extent permissible under law, Recipient uses reasonable efforts to give Discloser
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advance notice of such required disclosure in order to enable Discloser to prevent or limit disclosure.
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14.5 Return or Destruction of Confidential Information. Upon termination of the Agreement or support and
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maintenance, Recipient will promptly return to Discloser or, at Discloser's option, destroy all tangible items and embodiments
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containing or consisting of Discloser's Confidential Information and all copies thereof and provide written certification of such
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destruction or return by an authorized person.
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14.6 Injunctive Relief. Recipient agrees that, due to the unique nature of the Confidential Information, the unauthorized
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disclosure or use of the Confidential Information will cause irreparable harm and significant injury to Discloser, the extent of which
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will be difficult to ascertain and for which there will be no adequate remedy at law. Accordingly, Recipient agrees that Discloser, in
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addition to any other available remedies, will have the right to an immediate injunction and other equitable relief enjoining any
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breach or threatened breach of this Section 14, without the necessity of posting any bond or other security. Recipient will notify
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Discloser in writing immediately upon Recipient's becoming aware of any such breach or threatened breach.
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15. TERM. This Agreement will commence upon Splunk's first delivery of the Software specified in the Order (or, Splunk's other initial
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delivery of the Software to Customer) and will remain in effect until the expiration of the applicable Software license term, unless
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earlier terminated pursuant to Section 16 (the "Term"). For the avoidance of doubt, termination of a license term shall not affect the
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term of any other licenses applicable to other Splunk products and services that Customer has purchased. Further, termination of a
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Content Subscription shall not affect the term of the base license applicable to the Software that Customer has purchased.
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15.1 Purchased Software, etc. Unless otherwise indicated in the Order, the Term for Purchased Software, Free Software,
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Splunk Extensions and Splunk Developer Tools, if applicable, will continue indefinitely, unless and until terminated
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pursuant to Section 16. If the Order indicates a Term of a specific duration for any of the foregoing, the licenses granted to
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Customer for such Purchased Software or Free Software will terminate automatically upon expiration of such Term. Upon
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expiration of any Term, the applicable Software will stop working automatically.
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15.2 Evaluation Software. If Customer is granted a license for Evaluation Software, then the Term for such Evaluation
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Software will be specified in the Order or with the license key. If no such term is specified, the Term for Evaluation Software
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is thirty (30) days from the date the license key is delivered. Any license keys provided for Evaluation Software will
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automatically expire and cause the Evaluation Software to become non-operational at the end of the Term. If Customer
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wishes to use the Evaluation Software after the Term expires, then Customer must obtain the applicable paid license.
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16. TERMINATION. Either party may terminate this Agreement by written notice to the other party if the other party materially
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|
breaches this Agreement and does not cure the breach within thirty (30) days of receiving written notice of the breach pursuant to
|
|
Section 23.2 below. In addition, Splunk may immediately terminate this Agreement (in whole or in part, including with respect to
|
|
any Term) by written notice to Customer (a) if Customer materially breaches Section 3, and (b) as set forth in Section 6. Splunk
|
|
may also terminate Customer's license to any Evaluation Software at any time with or without cause by notice to Customer. If
|
|
Customer is the Government, then termination terms and conditions will be governed by 48 C.F.R. Section 52.212-4. Upon any expiration
|
|
or termination of this Agreement, the rights and licenses granted to Customer hereunder will automatically terminate, and
|
|
Customer agrees to cease immediately using the Splunk Materials and to return or destroy all copies of the Splunk Materials and
|
|
other Splunk Confidential Information in Customer's possession or control, and certify in writing the completion of such return or
|
|
destruction in accordance with Section 14.4. Upon termination of this Agreement, Splunk will have no obligation to refund any Fees
|
|
or other amounts received from Customer during the Term, and notwithstanding any early termination above, Customer shall still
|
|
be required to pay all Fees payable under an Order (i.e., no such early termination shall relieve Customer of its obligations to pay
|
|
all Fees payable under an Order) unless otherwise provided in this Agreement. Termination of Support and Maintenance Terms
|
|
and Conditions due to Splunk's breach is provided in Section 3.2 of Exhibit C. Section 1 (Definitions), Section 5 (Ownership),
|
|
Section 9 (Software Verification and Audit), Section 11 (Warranty Disclaimer), Section 12 (Limitation of Liability), Section 13
|
|
(Indemnity), Section 14 (Confidentiality), Section 16 (Termination) and Sections 17 (Export) through 23 (General) will survive any
|
|
expiration or termination of this Agreement.
|
|
17. EXPORT. Customer will comply fully with all relevant export laws and regulations of the United States and any other country
|
|
("Export Laws") where Customer uses any of the Splunk Materials. Customer certifies that Customer is not on any of the relevant
|
|
U.S. government lists of prohibited persons, including the Treasury Department's List of Specially Designated Nationals and the
|
|
Commerce Department's List of Denied Persons or Entity List. Customer further certifies that Customer will not export, re-export,
|
|
ship, transfer or otherwise use the Splunk Materials in any country subject to an embargo or other sanction by the United States,
|
|
including Iran, Syria, Cuba, Sudan and North Korea and that Customer will not use the Splunk Materials for any purpose prohibited
|
|
by the Export Laws, including, but not limited to, nuclear, chemical, missile or biological weapons related end uses.
|
|
18. GOVERNMENT END USER RIGHTS. Customer acknowledges that all Splunk Materials were developed entirely at private
|
|
expense and that no part of the Splunk Materials was first produced in the performance of a government contract. Customer
|
|
agrees that all Splunk Materials and any derivatives thereof are "Commercial Items" as defined in 48 C.F.R. Section 2.101, and if
|
|
Customer is the Government, then such use, duplication, reproduction, release, modification, disclosure or transfer of this
|
|
commercial product and data, is restricted in accordance with 48 C.F.R. Section 12.211, 48 C.F.R. Section 12.212, 48 C.F.R. Section 227.7102-2,
|
|
and 48 C.F.R. Section 227.7202, as applicable. Consistent with 48 C.F.R. Section 12.211, 48 C.F.R. Section 12.212, 48 C.F.R. Section 227.7102-1 through
|
|
48 C.F.R. Section 227.7102-3, and 48 C.F.R. Sections 227.7202-1 through 227.7202-4, as applicable, the Splunk Materials are licensed to
|
|
Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other users pursuant to
|
|
this Agreement and any related agreement(s), as applicable. Accordingly, Customer will have no rights in the Splunk Materials
|
|
except as expressly agreed to in writing by Customer and Splunk.
|
|
19. PUBLICITY. Customer agrees that Splunk may publish a brief description describing Customer's deployment of the Software and
|
|
identify Customer as a Splunk customer on any of Splunk's websites, client lists, press releases, and/or other marketing materials.
|
|
20. THIRD PARTY CONTENT DISCLAIMER. Certain Extensions and other materials available for download on Splunkbase are
|
|
developed and/or provided by third parties ("Third-Party Content"). Splunk makes such Third-Party Content available for
|
|
download on Splunkbase as a convenience to its customers, but Splunk neither controls nor endorses, nor is Splunk responsible
|
|
for, any Third-Party Content, including the accuracy, integrity, quality, legality, usefulness or safety of Third-Party Content. Certain
|
|
Third-Party Content may, among other things, be inaccurate, nonfunctional, infringing or dangerous. Nothing in this Agreement or
|
|
on Splunkbase will be deemed to be a representation or warranty by Splunk with respect to any Third-Party Content, even if a
|
|
particular Extension or other item of Third-Party Content is identified as "certified" for use with Software. Splunk has no obligation
|
|
to monitor Third-Party Content, and Splunk may block or disable access to any Third-Party Content at any time. In addition, the
|
|
availability of any Third-Party Content through Splunkbase does not imply Splunk's endorsement of, or affiliation with, any provider
|
|
of such Third-Party Content, nor does such availability create any legal relationship between Customer and any such provider.
|
|
Customer's use of Third-Party Content is at Customer's own risk and may be subject to any additional terms, conditions and
|
|
policies applicable to such Third-Party Content (such as license terms, terms of service or privacy policies of the providers of such
|
|
Third-Party Content).
|
|
21. AUTHORIZED PARTNERS. If Customer acquired the Software through an authorized reseller, partner or OEM of Splunk
|
|
("Authorized Partner") then, notwithstanding anything to the contrary in this Agreement: (a) Customer's use of the Software is
|
|
subject to any additional terms in the agreement provided by the Authorized Partner; (b) Customer agrees to pay the Authorized
|
|
Partner the Fees and other applicable fees, and Customer will have no direct Fee payment obligations to Splunk for such Software;
|
|
(c) Customer's agreement with the Authorized Partner is between Customer and the Authorized Partner and is not binding on
|
|
Splunk; and (d) Splunk may terminate this Agreement (including Customer's right to use the Software) if Splunk does not receive
|
|
payment for Customer's use of the Software from the Authorized Partner or if Customer breaches any term of this Agreement. If
|
|
Customer's warranty and support terms stated in its agreement with the Authorized Partner are different from those set forth in this
|
|
Agreement, then such different terms are solely between Customer and the Authorized Partner and Splunk will have no obligations
|
|
to Customer under this Agreement with respect to such different terms. Except as set forth in the preceding sentence, if there is
|
|
any conflict or inconsistency between this Agreement and Customer's agreement with Authorized Partner, then this Agreement will
|
|
control (and will resolve such inconsistency) as between Splunk and Customer.
|
|
22. CHOICE OF LAW AND DISPUTES. Unless Customer is the Government, this Agreement will 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 conflicts
|
|
of law principles of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the
|
|
application of which is expressly excluded. Any legal action or proceeding arising under this Agreement will be brought exclusively
|
|
in the federal or state courts located in San Francisco, California, and the parties hereby consent to personal jurisdiction and venue
|
|
therein (except that Splunk may seek injunctive relief to prevent improper or unauthorized use or disclosure of any Splunk
|
|
Materials in any court of competent jurisdiction). If Customer is the Government, this Agreement will be governed by and
|
|
interpreted in accordance with the Contract Disputes Act of 1978, as amended (41 U.S.C. Sections 7101-7109). Failure of the parties to
|
|
reach agreement on any request for equitable adjustment, claim, appeal, or action arising under or relating to this Agreement will
|
|
be a dispute to be resolved in accordance with the clause at 48 C.F.R Section 52.233-1, which is incorporated in this Agreement by
|
|
reference.
|
|
23. GENERAL.
|
|
23.1 Purchase Order. Customer's issuance of a purchase order constitutes acceptance of this Agreement
|
|
notwithstanding anything to the contrary in such purchase order. If any purchase order contains any terms or conditions that are
|
|
different from or additional to the terms and conditions set forth in this Agreement, then Splunk expressly rejects such different or
|
|
additional terms and conditions, and such different or additional terms and conditions will not become a part of the agreement
|
|
between the parties notwithstanding any subsequent acknowledgement, invoice or license key that Splunk may issue.
|
|
23.2 Notices. All notices required or permitted under this Agreement will be in writing and delivered in person, by
|
|
confirmed facsimile transmission, by overnight delivery service, or by registered or certified mail, postage prepaid with return
|
|
receipt requested, and in each instance will be deemed given upon receipt. All communications will be sent to the addresses set
|
|
forth in the applicable Order or to such other address as may be specified by either party to the other party in accordance with this
|
|
Section.
|
|
23.3 Assignment. Customer may not assign, delegate or transfer this Agreement, in whole or in part, by agreement,
|
|
operation of law or otherwise without the prior written consent of Splunk. Splunk may assign this Agreement in whole or in part to
|
|
an Affiliate or in connection with an internal reorganization or a merger, acquisition, or sale of all or substantially all of Splunk's
|
|
assets to which this Agreement relates. Splunk may also assign its rights to receive payment due as a result of performance of this
|
|
Agreement to a bank, trust company, or other financing institution, including any federal lending agency in accordance with the
|
|
Assignment of Claims Act (31 U.S.C. Section 3727) and may assign this Agreement in accordance with the provisions at 48 C.F.R
|
|
Section 42.12, as applicable. Any attempt to assign this Agreement other than as permitted herein will be null and void. Subject to the
|
|
foregoing, this Agreement will bind and inure to the benefit of the parties' permitted successors and assigns.
|
|
23.4 Rights and Remedies. Except as otherwise expressly set forth in this Agreement, the rights and remedies of either
|
|
party as set forth in this Agreement are not exclusive and are in addition to any other rights and remedies now or hereafter
|
|
provided by law or at equity.
|
|
23.5 Waiver; Severability. The waiver by either party of a breach of or a default under this Agreement will not be effective
|
|
unless in writing. The failure by either party to enforce any provisions of this Agreement will not constitute a waiver of any other
|
|
right hereunder or of any subsequent enforcement of that or any other provisions. If a court of competent jurisdiction holds any
|
|
provision of this Agreement invalid or unenforceable, the remaining provisions of the Agreement will remain in full force and effect,
|
|
and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.
|
|
23.6 Interpretation. For purposes of interpreting this Agreement, (a) unless the context otherwise requires, the singular
|
|
includes the plural, and the plural includes the singular; (b) unless otherwise specifically stated, the words "herein," "hereof," and
|
|
"hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular section or paragraph;
|
|
(c) the words "include" and "including" will not be construed as terms of limitation, and will therefore mean "including but not limited
|
|
to" and "including without limitation"; (d) unless otherwise specifically stated, the words "writing" or "written" mean preserved or
|
|
presented in retrievable or reproducible form, whether electronic (including email but excluding voice mail) or hard copy; (e) the
|
|
captions and section and paragraph headings used in this Agreement are inserted for convenience only and will not affect the
|
|
meaning or interpretation of this Agreement; and (f) the references herein to the parties will refer to their permitted successors and
|
|
assigns.
|
|
23.7 Data Collection; Privacy. From time to time, Splunk may collect and process technical and related information about
|
|
Customer's use of the Software, which may include Internet protocol addresses, hardware identification, operating system,
|
|
application software and other usage information, and use this information to support and troubleshoot issues, provide updates,
|
|
invoice, analyze trends and improve Splunk's products or services. Such information will be subject to the Splunk Privacy Policy,
|
|
which policy is hereby incorporated by reference and made a part of this Agreement.
|
|
23.8 Integration; Entire Agreement. This Agreement along with any additional terms incorporated herein by reference,
|
|
including the Order and the Exhibits hereto, constitute the complete and exclusive understanding and agreement between the
|
|
parties and supersedes any and all prior or contemporaneous agreements, communications and 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. Any terms and conditions contained or referenced by either
|
|
party in a quote, purchase order, acceptance, invoice or any similar document purporting to modify the terms and conditions
|
|
contained in this Agreement will be disregarded and have no effect unless otherwise expressly agreed to by the parties in
|
|
accordance with the preceding sentence.
|
|
|
|
|
|
|
|
EXHIBIT A
|
|
DEFINITIONS
|
|
1. "Affiliate," with respect to a party, means a corporation, partnership or other entity controlling, controlled by or under common
|
|
control with such party, but only so long as such control continues to exist. For purposes of this definition, "control" means
|
|
ownership, directly or indirectly, of greater than fifty percent (50%) of the voting rights in such entity (or, in the case of a
|
|
noncorporate entity, equivalent rights).
|
|
2. "Authorized Partner" has the meaning set forth in Section 21.
|
|
3. "Claim" has the meaning set forth in Section 13.
|
|
4. "Confidential Information" has the meaning set forth in Section 14.1.
|
|
5. "Content Subscription" means certain entitlement for Customer to receive a collection of updated contents applicable to the
|
|
Purchased Software (such as models, rules and configurations, as further described in the relevant end user documentation for the
|
|
Purchased Software) on a periodic basis for the duration of the subscription period. This can be purchased as an add-on service
|
|
to the term license or perpetual license to the applicable Purchased Software as identified in the Order.
|
|
6. "Content Subscription Fees" has the meaning set forth in Section 6.
|
|
7. "Customer Extensions" has the meaning set forth in Section 2.7.
|
|
8. "Delivery" means the date of Splunk's initial delivery of the license key for the applicable Software or otherwise making the
|
|
applicable Software available for download by Customer.
|
|
9. "Disabled Materials" means certain materials (including programs, modules or components, functionality, features,
|
|
documentation, content or other materials) that may be contained in or provided with the Software as part of the delivery
|
|
mechanism used by Splunk, but that are disabled or hidden in Customer's setting, because Customer either: (a) does not have the
|
|
relevant license or license key, or (b) has not paid the applicable Fees, for those materials.
|
|
10. "Enhancements" means any updates, upgrades, releases, fixes, enhancements or modifications to the Purchased Software made
|
|
generally commercially available by Splunk to its support customers under the terms and conditions set forth in Exhibit C.
|
|
11. "Evaluation Software" means Software that is specified in an Order as provided under an evaluation license or a free trial license.
|
|
12. "Excluded Matters" has the meaning set forth in Section 13.
|
|
13. "Extension" means any separately downloadable suite, configuration file, add-on, technical add-on, example module, command,
|
|
function or application that extends the features or functionality of the applicable Software.
|
|
14. "Feedback" means all suggestions for improvement or enhancement, recommendations, comments, opinions, code, input, ideas,
|
|
reports, information, know-how or other feedback provided by Customer (whether in oral, electronic or written form) to Splunk in
|
|
connection with Splunk's Software. Feedback does not include any data, results or output created or generated by Customer using
|
|
the Software, unless specifically submitted or communicated by Customer to Splunk as part of the Feedback.
|
|
15. "Free Software" means Software that is specified in an Order as provided to Customer without charge (other than Evaluation
|
|
Software).
|
|
16. "Government" means an agency, department, or instrumentality of the United States government.
|
|
17. "Intellectual Property Rights" means all patent, copyright, trademark, and trade secret rights and other intellectual property and
|
|
proprietary rights, whether registered or unregistered.
|
|
18. "Internal Business Purpose" means Customer's use for its own internal business operations on Customer's systems, networks
|
|
and devices with Customer's data. Such use does not include use by Customer on a service bureau basis or otherwise to provide
|
|
services to, or process data for, any third party.
|
|
19. "Licensed Capacity" means the maximum usage of the Software (e.g., aggregate daily volume of data indexed, number of Nodes,
|
|
number of users, etc.) that is permitted under the type of license included in the applicable Order. The available types of license
|
|
and the associated Licensed Capacity for each are set forth in Exhibit B.
|
|
20. "License Fees" has the meaning set forth in Section 6.
|
|
21. "Open Source Software" means software or similar subject matter that is distributed under an open source license such as (by
|
|
way of example only) the GNU General Public License, GNU Lesser General Public License, Apache License, Mozilla Public
|
|
License, BSD License, MIT License, Common Public License, any derivative of any of the foregoing licenses, or any other license
|
|
approved as an open source license by the Open Source Initiative.
|
|
22. "Order" means Splunk's quote, statement of work, or ordering document accepted by Customer or Customer's purchase order or
|
|
other ordering document submitted to Splunk (directly or indirectly through an Authorized Partner) to order Splunk Materials or
|
|
services, which references the products, services, pricing and other applicable terms set forth in an applicable Splunk quote or
|
|
ordering document.
|
|
23. "Professional Services" has the meaning set forth in Section 8.
|
|
24. "Purchased Software" means Software that is licensed to Customer and for which Customer has paid a License Fee to Splunk,
|
|
whether directly or through an Authorized Partner.
|
|
25. "Service Providers" has the meaning set forth in Section 4.
|
|
26. "Splunkbase" means Splunk's online directory of or platform for Extensions, currently located at https://splunkbase.splunk.com/
|
|
and any and all successors, replacements, new versions, derivatives, updates and upgrades thereto.
|
|
27. "Splunk Developer Tool" means the standard application programming interface or configuration and related materials identified
|
|
and provided by Splunk for and with the applicable Software to enable the creation of Extensions or otherwise support
|
|
interoperability between the Software and Customer's system or environment.
|
|
28. "Splunk Extensions" means Extensions made available through Splunkbase that are identified on Splunkbase as published by
|
|
Splunk (and not by any third party).
|
|
29. "Splunk Materials" mean the Software, Software license keys, Splunk Developer Tools, Splunk Extensions and end user
|
|
documentation relating to the foregoing.
|
|
30. "Software" means the Software products listed in an Order and any Enhancements thereto made available to Customer by Splunk.
|
|
31. "Support Fees" has the meaning set forth in Exhibit C.
|
|
32. "Support Services" has the meaning set forth in Section 7.
|
|
33. "Term" has the meaning set forth in Section 15.
|
|
34. "Test and Development Software" means Software that is specified in an Order as provided under a test and development
|
|
license.
|
|
35. "Third-Party Content" has the meaning set forth in Section 20.
|
|
|
|
|
|
EXHIBIT B
|
|
LICENSED CAPACITY
|
|
|
|
Product
|
|
License Type
|
|
Licensed Capacity
|
|
|
|
|
|
|
|
Splunk Enterprise & Splunk Light
|
|
|
|
Paid license
|
|
"Daily Indexing Volume" means the maximum daily aggregate volume of
|
|
uncompressed data for indexing as set forth in the Order Document
|
|
|
|
Free license
|
|
500MB of uncompressed data for indexing per day
|
|
|
|
Evaluation or trial license
|
|
Daily Indexing Volume
|
|
|
|
|
|
|
|
Splunk Analytics for Hadoop
|
|
|
|
Paid license
|
|
Maximum number of Nodes or Fractional Use of Nodes from which data can be
|
|
sourced to be analyzed and visualized, as identified in the applicable Order
|
|
Document (NOTE: Data in a Node that has already been indexed by Splunk
|
|
Enterprise (or Splunk Light or Splunk Cloud) will not be counted toward the paid
|
|
volume.)
|
|
"Node" means a 64 bit Linux operating system or any other operating system
|
|
identified in the documentation that runs Hadoop TaskTracker or Node Manager to
|
|
execute Splunk jobs on Hadoop nodes.
|
|
"Fractional Use of Nodes" means the greater of compute load or applicable
|
|
storage of the number of Nodes in Cluster(s) for a specific use case or business
|
|
unit, as identified in an Order Document.
|
|
"Cluster" means a group of Nodes administered by one Hadoop JobTracker or
|
|
Hadoop Resource Manager.
|
|
|
|
Evaluation or Trial license
|
|
Maximum of five (5) Nodes from which data can be sourced to be analyzed and
|
|
visualized
|
|
|
|
|
|
|
|
Splunk Enterprise Security
|
|
|
|
Paid license
|
|
Daily Indexing Volume
|
|
|
|
|
|
|
|
Splunk IT Service Intelligence (Splunk ITSI)
|
|
|
|
Paid license
|
|
Daily Indexing Volume
|
|
|
|
|
|
|
|
Splunk User Behavior Analytics (UBA)
|
|
|
|
Paid license
|
|
Number of User Behavior Analytics Monitored Accounts. "Number of User
|
|
Behavior Analytics Monitored Accounts" means the number of user and system
|
|
accounts in Microsoft Active Directory, Lightweight Directory Access Protocol
|
|
(LDAP) or any similar service that is used to authenticate users inside the network.
|
|
|
|
|
|
|
|
Splunk App for PCI Compliance
|
|
|
|
Paid license
|
|
Daily Indexing Volume
|
|
|
|
|
|
|
|
Splunk App for Microsoft Exchange
|
|
Paid license
|
|
Daily Indexing Volume
|
|
|
|
|
|
|
|
Splunk App for VMware
|
|
Paid license
|
|
Daily Indexing Volume
|
|
|
|
|
|
EXHIBIT C
|
|
SPLUNK INC.
|
|
SUPPORT AND MAINTENANCE TERMS AND CONDITIONS
|
|
Customer agrees that the following terms and conditions ("Terms and Conditions") will govern the delivery of any support and/or maintenance
|
|
services by Splunk ("Support") listed on an Order entered into pursuant to the Software License Agreement (the "Agreement") to which these
|
|
Terms and Conditions are attached and made a part thereof. Subject to Customer's termination rights set forth in the Agreement, ordering any
|
|
Support from Splunk or any authorized reseller indicates Customer's acceptance of these Terms and Conditions. These Terms and Conditions
|
|
are effective upon receipt and confirmation of acceptance of Customer's purchase order by Splunk or an Authorized Partner (the "Effective
|
|
Date").
|
|
1. DEFINITIONS. Unless otherwise defined in these Terms and Conditions, capitalized terms have the meanings set forth in the
|
|
Agreement.
|
|
2. SUPPORT AND MAINTENANCE.
|
|
2.1 Services. Subject to Customer's timely payment of the applicable annual Support fees set forth in the Order (the "Support
|
|
Fees"), Splunk will provide the level of Support identified in the Order in accordance with the Support descriptions set forth
|
|
below. No other maintenance or support for the Software is included.
|
|
2.2 Support Fees. Support Fees will be due and payable in accordance with the Order. Splunk will notify (electronically or
|
|
otherwise) Customer of the then-current annual Support Fee for Customer's level of Support in each notice of term renewal.
|
|
Support Fees are non-refundable once paid.
|
|
2.3 Exclusions. Splunk will have no obligation of any kind to provide Support for issues caused by or arising out of any of the
|
|
following (each, a "Licensee-Generated Error"): (i) modifications to the Software not made by Splunk; (ii) use of the Software
|
|
other than as authorized in the Agreement or as provided in the documentation for the Software; (iii) damage to the machine
|
|
on which the Software is installed; (iv) Customer's continued failure to use the Software without reference to the
|
|
documentation; (v) versions of the Software other than the most recent version or the Supported Prior Version (defined in
|
|
Section 2.6.8); (vi) third-party products not expressly supported by Splunk and described in the documentation; or (vii) conflicts
|
|
related to replacing or installing hardware, drivers, and software that are not expressly supported by Splunk and described in
|
|
the documentation. If Splunk determines that support for an issue caused by a Licensee-Generated Error, Splunk will notify
|
|
Customer as soon as reasonably possible under the circumstances. If Customer agrees that Splunk should provide support for
|
|
the Licensee-Generated Error via a confirming email, then Splunk will have the right to invoice Customer at Splunk's then-
|
|
current time and materials rates for any such support provided by Splunk.
|
|
2.4 Support for Splunk Extensions. Subject to Customer's payment of the applicable annual Support fees, if Customer are a
|
|
licensee of a Splunk Extension supported by Splunk, Splunk will provide an Initial Response and Acknowledgement in
|
|
accordance with P3 terms as described in Section 2.6.3 below. Updates for the Software will be provided when made
|
|
available. No other sections in these Terms and Conditions apply to Splunk Extensions.
|
|
2.5 Restrictions. Support is delivered only in English unless Customer is in a location where Splunk has made localized Support
|
|
available.
|
|
2.6 Support Descriptions.
|
|
2.6.1 Splunk Support. Customer's Order will identify one of three levels of Support: Standard, Enterprise or Global. Every
|
|
level of Splunk Support provides telephone support, online documentation, web forums, email and a web-based
|
|
portal for submitting cases and tracking case status. Support cases are handled based on case priority levels as
|
|
described in Section 2.6.2. When submitting a case, Customer will select the priority for initial response by logging
|
|
the case online, in accordance with the priority guidelines set forth in Section 2.6.2. When the case is received,
|
|
Splunk Support may change the priority if the issue does not conform to the criteria for the selected priority and will
|
|
provide Customer with notice (electronic or otherwise) of such change. Splunk Standard Support means in the first
|
|
forty-five (45) days from delivery of the Purchased Software, Splunk will provide an Initial Response and
|
|
Acknowledgement for P3 issues only and will provide Software updates, when available. Splunk will provide to
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Customers of Test and Development Software P4 support through a web-based portal only. For Splunk Enterprise or
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|
Splunk Global Supports, Splunk will respond to support requests and will provide workarounds or fixes in accordance
|
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with the guidelines set forth in Section 2.6.3. Splunk Global Support also provides a primary contact to set up
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meetings, as frequently as weekly, to monitor Customer's support issues; to provide additional status reports and
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metrics; and to coordinate and execute a quarterly account status review at a mutually agreeable time. For a
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summary of the different support programs, please visit http://www.splunk.com/en_us/support-and-services/support-
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|
programs.html.
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2.6.2 Case Priority Levels. Case priorities are assigned based on the technical importance of the problem on Customer's
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Splunk environment.
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P1 = Purchased Software is completely inaccessible or the majority of its functionality is
|
|
unusable.
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P2 = One or more key features of Purchased Software are unusable.
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|
P3 = Any other case where a Purchased Software feature is not operating as documented.
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|
P4 = General questions and requests for enhancements to the Purchased Software.
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|
2.6.3 Target Fix, Workaround, Escalation and Response Times.
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|
Initial Response & Acknowledgment,
|
|
by case priority
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|
Targeted Fix Date or Workaround,
|
|
by case priority
|
|
P1: 4 hours
|
|
P1: 1 day
|
|
P2: Next business day
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|
P2: 1 week
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|
P3: Two business days
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|
P3: Next release
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|
P4: Two business days
|
|
P4: At Splunk's discretion
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|
|
Escalation,
|
|
by case priority
|
|
Email Status Updates for Open Cases,
|
|
by case priority
|
|
P1: Manager: Immediate / VP: 1 business day
|
|
P1: Daily
|
|
P2: Manager: 1 business day / VP: 1 week
|
|
P2: Weekly
|
|
P3: VP Product Management reviews all open bugs
|
|
quarterly
|
|
P3: None
|
|
P4: VP Product Management reviews all
|
|
enhancement requests quarterly
|
|
P4: None
|
|
|
|
2.6.4 Authorized Support Contacts. Support will be provided solely to the authorized individual(s) specified by Customer
|
|
that Splunk will communicate with that individual(s) when providing Support ("Support Contacts"). Splunk strongly
|
|
recommends that Customer's Support Contact(s) be trained on the Purchased Software. Customer's Order will
|
|
indicate a maximum number of authorized Support Contacts for Customer's license level. Customer will be asked to
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|
designate Customer's authorized support contacts, including their primary email address and Splunk.com login ID,
|
|
following Splunk's acknowledgment of Customer's Order.
|
|
2.6.5 Defect Resolution. Should Splunk in its sole judgment determine that there is a defect in the Purchased Software, it
|
|
will, at its sole option, repair that defect in the version of the Software that Customer is currently using or instruct
|
|
Customer to install a newer version of the Software with that defect repaired. Splunk reserves the right to provide
|
|
Customer with a workaround in lieu of fixing a defect should it in its sole judgment determine that it is more effective
|
|
to do so.
|
|
2.6.6 Support Hours. Support is provided via telephone, email and web portal. Support will be delivered by a member of
|
|
Splunk's technical support team during the regional hours of operation listed below.
|
|
Enterprise Support
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|
Global Support
|
|
P1: 24 x 7
|
|
P1: 24 x 7
|
|
P2: Monday through Friday by region (North
|
|
America, APAC and EMEA) during standard
|
|
business hours (8 am to 5 pm); excluding
|
|
Splunk holidays
|
|
P2: 24 hours per day during the five business days
|
|
(Monday through Friday), excluding Splunk
|
|
holidays
|
|
P3: Monday through Friday by region (North
|
|
America, APAC and EMEA) during standard
|
|
business hours (8 am to 5 pm); excluding
|
|
Splunk holidays
|
|
P3: 24 hours per day during the five business days
|
|
(Monday through Friday), excluding Splunk
|
|
holidays
|
|
P4: Monday through Friday by region (North
|
|
America, APAC and EMEA) during standard
|
|
business hours (8 am to 5 pm); excluding
|
|
Splunk holidays
|
|
P4: Monday through Friday by region (North
|
|
America, APAC and EMEA) during standard
|
|
business hours (8 am to 5 pm); excluding
|
|
Splunk holidays
|
|
|
|
2.6.7 Customer's Obligation to Assist. Should Customer report a purported defect in the Purchased Software to Splunk,
|
|
Splunk may require Customer to provide them with the following information: (a) a general description of the
|
|
operating environment, (b) a list of all hardware components, operating systems and networks, (c) a reproducible test
|
|
case, and (d) any log files, trace and systems files. Customer's failure to provide this information may prevent Splunk
|
|
from identifying and fixing that purported defect.
|
|
2.6.8 Software Upgrades and Software End of Life Policy. When available, Splunk provides updates, upgrades,
|
|
maintenance releases and reset keys only to Splunk Support customers. Software comes with a three-digit number
|
|
version. The first digit represents the major release (i.e. upgrade), the second digit identifies the minor releases (i.e.,
|
|
updates) and the third digit identifies the maintenance releases. With a new major version, the number to the left of
|
|
the decimal is changed and for minor releases, the number to the right of the decimal point is increased. Subject to
|
|
the foregoing, Splunk provides full Support, including, when available, bug fixes, only on the current major release
|
|
and (a) the immediately prior major release or (b) twenty-four months from the then current major release, whichever
|
|
period is longer ("Supported Prior Versions"). Notwithstanding the foregoing, Splunk will provide support for the
|
|
first annual term for UBA in accordance with the following terms: Support will be provided only for use of the most
|
|
current version of UBA plus the prior two releases, whether a minor or major release, or one year from delivery of
|
|
UBA, whichever period is longer.
|
|
2.7 Changes in Support and Software. Subject to Section 2.6.8, Customer acknowledges that Splunk has the right to
|
|
discontinue the manufacture and development of any Software and the Support for any Software, including the distribution of
|
|
older Software versions, at any time in its sole discretion, provided that Splunk agrees not to discontinue Support for the
|
|
Software during the current annual term of these Terms and Conditions, subject to the termination provisions herein. Splunk
|
|
reserves the right to alter Support from time to time, using reasonable discretion but in no event will such alterations result in (i)
|
|
diminished support from the level of Support set forth herein; (ii) materially diminished obligations for Splunk; (iii) materially
|
|
diminished Customer's rights; or (iv) higher Support Fees during the then-current term. Splunk will provide Customer with thirty
|
|
(30) days' prior written notice (delivered electronically or otherwise) of any permitted material changes to the Support
|
|
contemplated herein.
|
|
3. TERM AND TERMINATION.
|
|
3.1 Term. These Terms and Conditions will commence on the Delivery date and, unless terminated earlier in accordance with the
|
|
terms of the Agreement, for a period of one (1) year (or for term purchased if different than one year) thereafter (the "Initial
|
|
Term"). The agreement will automatically renew for additional one (1)-year terms (or for term purchased if different than one
|
|
year) (each, a "Renewal Term," and the Initial Term, collectively with any and all Renewal Terms, will be referred to as the
|
|
"Support Term"), unless either party provides the other (or if purchased through a reseller, Customer provides reseller) with
|
|
written notice of its intent not to renew the agreement at least thirty (30) days prior to the end of the then current Initial Term or
|
|
Renewal Term. Customer must purchase and/or renew Support for all of the licenses for a particular Software product. If the
|
|
Support Term lapses, Customer may seek to re-activate Support by submitting a purchase order that includes fees for the
|
|
lapsed period plus a reinstatement fee.
|
|
3.2 Termination. Either party may terminate this Agreement by written notice to the other party if the other party materially
|
|
breaches this Agreement and does not cure the breach within thirty (30) days of receiving notice of the breach. If Customer
|
|
terminates the Agreement for Splunk's uncured material breach of the support and maintenance terms set forth here in Exhibit
|
|
C, then Splunk will refund any unused prepaid fees to Customer as Customer's sole and exclusive remedy.
|
|
4. FORCE MAJEURE. Splunk will not be responsible for any failure or delay in its performance under these Terms and Conditions due to
|
|
causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain
|
|
labor, energy, raw materials or supplies, war, acts of terror, riot, acts of God or governmental action.
|
|
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Software License Agreement 05022017 1
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