|
|
SPLUNK PRE-RELEASE SOFTWARE LICENSE AGREEMENT
|
|
|
|
|
|
THIS PRE-RELEASE SOFTWARE LICENSE AGREEMENT (THE “AGREEMENT”) GOVERNS
|
|
|
YOUR USE OF THE PRE-RELEASE SOFTWARE (DEFINED BELOW) PROVIDED BY SPLUNK
|
|
|
INC., AND/OR ITS AFFILIATES (“SPLUNK”). YOU WILL BE REQUIRED TO INDICATE
|
|
|
YOUR AGREEMENT TO THIS AGREEMENT IN ORDER TO ACCESS OR DOWNLOAD THE PRE-
|
|
|
RELEASE SOFTWARE OR TO COMPLETE THE INSTALLATION PROCESS FOR THE PRE-
|
|
|
RELEASE SOFTWARE. BY CLICKING ON THE “YES” OR “I ACCEPT” BUTTON (OR
|
|
|
OTHER BUTTON OR MECHANISM DESIGNED TO ACKNOWLEDGE AGREEMENT TO THE TERMS
|
|
|
OF THIS AGREEMENT), OR BY DOWNLOADING, ACCESSING OR INSTALLING THE PRE-
|
|
|
RELEASE SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT.
|
|
|
|
|
|
NOTE: THIS IS THE ONLY AGREEMENT BETWEEN YOU AND SPLUNK GOVERNING YOUR
|
|
|
USE OF THE PRE-RELEASE SOFTWARE, AND THIS AGREEMENT SHALL SUPERSEDE ANY
|
|
|
OTHER TERMS OF USE OR LICENSE AGREEMENT THAT MAY APPEAR DURING THE
|
|
|
INSTALLATION OR DOWNLOADING OF THE PRE-RELEASE SOFTWARE.
|
|
|
IF YOU AGREE TO THESE TERMS ON BEHALF OF A BUSINESS, YOU REPRESENT AND
|
|
|
WARRANT THAT YOU HAVE THE POWER AND 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.
|
|
|
IF YOU ARE UNWILLING TO AGREE TO THIS AGREEMENT, OR YOU DO NOT HAVE THE
|
|
|
RIGHT, POWER AND AUTHORITY TO ACT ON BEHALF OF AND BIND YOUR BUSINESS, DO
|
|
|
NOT CLICK ON THE BUTTON AND DO NOT INSTALL, DOWNLOAD, ACCESS, OR
|
|
|
OTHERWISE USE THE PRE-RELEASE SOFTWARE AND CANCEL THE LOADING OF THE PRE-
|
|
|
RELEASE SOFTWARE.
|
|
|
|
|
|
1.DEFINITIONS.
|
|
|
Pre-Release Software means the pre-release version of the Splunk product,
|
|
|
service, technology identified on the software download page or landing
|
|
|
page or invitation message (the Cover Page), whether labeled as alpha,
|
|
|
beta, pre-release, preview or otherwise, provided to you by Splunk under
|
|
|
this Agreement. Pre-Release Software may include any enhancements,
|
|
|
updates, upgrades, derivatives or bug fixes to such product, service or
|
|
|
technology and any documentation, add-ons, templates, sample data sets or
|
|
|
hardware devices as provided by Splunk.
|
|
|
Data means your own data and information uploaded or submitted or
|
|
|
transmitted by you in connection with your use of the Pre-Release
|
|
|
Software (other than Feedback) and the specific file or output generated
|
|
|
from the Pre-Release Software, if any, based upon your own data and
|
|
|
information.
|
|
|
Feedback means all suggestions, comments, opinions, code, input, ideas,
|
|
|
reports, information, know-how or other feedback provided by you (whether
|
|
|
in oral, electronic or written form) to Splunk in connection with your
|
|
|
use of the Pre-Release Software. Feedback does not include any data,
|
|
|
results or output created or generated by you using the Pre-Release
|
|
|
Software, unless submitted or communicated by you to Splunk.
|
|
|
Internal Purposes means internal business use with your systems,
|
|
|
networks, devices and data for the purposes of internal testing and
|
|
|
evaluation of the Pre-Release Software in order to provide Feedback to
|
|
|
Splunk regarding the Pre-Release Software. Such use does not include
|
|
|
use of your systems, networks or devices as part of services you provide
|
|
|
for a third party’s benefit.
|
|
|
|
|
|
2.PRE-RELEASE SOFTWARE LICENSE. Subject to your compliance with the terms
|
|
|
and conditions of this Agreement, Splunk grants you a non-exclusive, non-
|
|
|
sublicensable, nontransferable, revocable, limited license during the
|
|
|
term of the Agreement to use a single copy of the Pre-Release Software at
|
|
|
your principal office in a secure location, only in connection with and
|
|
|
solely for the Internal Purposes.
|
|
|
|
|
|
3.LICENSE RESTRICTIONS. Except as expressly authorized in this Agreement
|
|
|
or by Splunk, you will not, and will not permit any third party to: (i)
|
|
|
access or use the Pre-Release Software for any other purposes than the
|
|
|
Internal Purposes (including for any competitive analysis, commercial,
|
|
|
professional, or other for-profit purposes); (ii) copy the Pre-Release
|
|
|
Software (except as required to run the Pre-Release Software and for
|
|
|
reasonable backup purposes); (iii) modify, adapt, or create derivative
|
|
|
works of the Pre-Release Software; (iv) rent, lease, loan, resell,
|
|
|
transfer, sublicense or distribute the Pre-Release Software to any third
|
|
|
party; (v) use or offer any functionality of the Pre-Release Software on
|
|
|
a service provider, service bureau, hosted, software as a service, or
|
|
|
time sharing basis; (vi) decompile, disassemble or reverse-engineer the
|
|
|
Pre-Release Software or otherwise attempt to derive the Pre-Release
|
|
|
Software source code, algorithms, methods or techniques used or embodied
|
|
|
in the Pre-Release Software; (vii) disclose to any third party the
|
|
|
results of any benchmark tests or other evaluation of the Pre-Release
|
|
|
Software, or (viii) remove, alter, obscure, cover or change any
|
|
|
trademark, copyright or other proprietary notices, labels or markings
|
|
|
from or on the Pre-Release Software; (ix) interfere with or disrupt
|
|
|
servers or networks connected to any website through which the Pre-
|
|
|
Release Software provided; or (x) use the Pre-Release Software to collect
|
|
|
or store personal data about any person or entity. Any consultant,
|
|
|
contractor, or agent hired to perform services for you may operate the
|
|
|
Pre-Release Software on your behalf under these terms and conditions,
|
|
|
provided that: (a) you are responsible for ensuring that any such third
|
|
|
party agrees to abide by and fully comply with the terms of this
|
|
|
Agreement on the same basis as applicable to you; (b) such use is only in
|
|
|
connection with your Internal Purposes; (c) such use does not represent
|
|
|
or constitute an increase in the scope of the licenses provided
|
|
|
hereunder; and (d) you remain fully liable for any and all acts or
|
|
|
omissions by such third parties related to this Agreement. Any violation
|
|
|
of this Section shall be a material breach of this Agreement subject to
|
|
|
immediate termination of this Agreement for which no notice from Splunk
|
|
|
shall be required.
|
|
|
|
|
|
4.CONFIDENTIALITY. You agree to hold the Pre-Release Software (including
|
|
|
all intellectual property rights therein, such as any patents,
|
|
|
inventions, copyrights, design rights, trade secrets and know-how) and
|
|
|
any related information (Confidential Information), whether in oral or
|
|
|
written form, confidential. Confidential Information may include
|
|
|
information relating to features, functionalities, improvements, code,
|
|
|
pricing, business strategies, product roadmaps, development plans,
|
|
|
marketing materials, data sets, customer lists or other proprietary
|
|
|
third-party information. You will hold such Confidential Information in
|
|
|
strict confidence and not use or disclose the Confidential Information,
|
|
|
in whole or in part, except as expressly permitted in this
|
|
|
Agreement. You may disclose Confidential Information to your employees,
|
|
|
but only to the extent they have a need to know to test the Pre-Release
|
|
|
Software and you have advised them that such information is Confidential.
|
|
|
You agree to instruct any such employees in advance who will have access
|
|
|
to the Pre-Release Software that they must comply with the restrictions
|
|
|
set forth in this Agreement. You shall have no obligation to maintain
|
|
|
the confidentiality of any information which: (a) is or becomes publicly
|
|
|
available without breach of this Agreement; (b) is rightfully received by
|
|
|
you from a third party without an obligation of confidentiality and
|
|
|
without breach of this Agreement; (c) is developed independently by you
|
|
|
without access to or use of the Confidential Information; or (d) has been
|
|
|
approved for release by written authorization of the party that owns the
|
|
|
Confidential Information. You will notify immediately upon discovery of
|
|
|
any unauthorized use or disclosure of Confidential Information or any
|
|
|
other breach of this Agreement by you or your personnel, and will
|
|
|
cooperate with Splunk in every reasonable way to help Splunk regain
|
|
|
possession of the Confidential Information and prevent its further
|
|
|
unauthorized use or disclosure. You acknowledge that any breach of its
|
|
|
obligations under this Agreement with respect to the proprietary rights
|
|
|
or Confidential Information will cause Splunk irreparable injury for
|
|
|
which there are inadequate remedies at law, and therefore, Splunk will be
|
|
|
entitled to equitable relief in addition to all other remedies provided
|
|
|
by this Agreement or available at law or in equity.
|
|
|
|
|
|
5.TERM AND TERMINATION. This Agreement will be effective from the earlier
|
|
|
of (a) the date it is accepted by you and (b) the date on which you first
|
|
|
installed, downloaded or accessed a copy of the Pre-Release Software and
|
|
|
shall continue until terminated. This Agreement may be terminated at any
|
|
|
time by either party, with or without cause, effective upon notice of
|
|
|
termination. This Agreement will terminate automatically upon the end of
|
|
|
the Pre-Release Software project as identified on the Cover Page or upon
|
|
|
commercial release (if any) of the Pre-Release Software, whichever is
|
|
|
earlier. This is time-sensitive software, so it will stop functioning on
|
|
|
the termination date. Upon termination, you will immediately cease all
|
|
|
use of the Pre-Release Software and destroy the Pre-Release Software, or
|
|
|
upon request by Splunk, return to Splunk the Pre-Release Software and
|
|
|
other Confidential Information that are in your possession or
|
|
|
control. Upon SplunkÕs request, you will certify in writing that you
|
|
|
have returned or destroyed all copies of the Pre-Release Software and
|
|
|
Confidential Information. Sections 1, 3, 4, 6, 7, 8, 9, 10, 11, 15, and
|
|
|
16 will survive termination of this Agreement.
|
|
|
|
|
|
6.OWNERSHIP. Splunk, its suppliers and/or its licensors own all worldwide
|
|
|
right, title and interest in and to the Pre-Release Software, including
|
|
|
all worldwide patent rights (including patent applications and
|
|
|
disclosures); copyright rights (including copyrights, copyright
|
|
|
registration and copy rights with respect to computer software, software
|
|
|
design, software code, software architecture, firmware, programming
|
|
|
tools, graphic user interfaces, reports, dashboard, business rules, use
|
|
|
cases, screens, alerts, notifications, drawings, specifications and
|
|
|
databases); moral rights; trade secrets and other rights with respect to
|
|
|
confidential or proprietary information; know-how; other rights with
|
|
|
respect to inventions, discoveries, ideas, improvements, techniques,
|
|
|
formulae, algorithms, processes, schematics, testing procedures,
|
|
|
technical information and other technology; and any other intellectual
|
|
|
and industrial property rights, whether or not subject to registration or
|
|
|
protection; and all rights under any license or other arrangement with
|
|
|
respect to the foregoing. Except as expressly stated in this Agreement,
|
|
|
Splunk does not grant you any intellectual property rights in the Pre-
|
|
|
Release Software, and all right, title, and interest in and to all copies
|
|
|
of the Pre-Release Software not expressly granted remain with Splunk, its
|
|
|
suppliers and/or its licensors. The Pre-Release Software is copyrighted
|
|
|
and protected by the laws of the United States and other countries, and
|
|
|
international treaty provisions. You acknowledge that the Pre-Release
|
|
|
Software is licensed and not sold.
|
|
|
|
|
|
7.FEEDBACK. Splunk, in its sole discretion, may or may not respond to
|
|
|
your Feedback or promise to address all your Feedback in the development
|
|
|
of future features or functionalities of the Pre-Release Software or any
|
|
|
related or subsequent versions of such Pre-Release Software. In the
|
|
|
event Splunk uses your Feedback, you grant Splunk an unrestricted,
|
|
|
perpetual, worldwide, exclusive, transferable, irrevocable,
|
|
|
sublicensable, royalty-free, fully paid-up license to use, copy, modify,
|
|
|
create derivative works of, make, have made, distribute (through multiple
|
|
|
tiers of distribution), publicly perform or display, import, export,
|
|
|
sell, offer to sell, rent, or license copies of the Feedback as part of
|
|
|
or in connection with any Splunk product, service, technology, content,
|
|
|
material, specification or documentation. You warrant that the Feedback
|
|
|
does not infringe any copyright or trade secret of any third party, and
|
|
|
that you have no knowledge of any patent of any third party that may be
|
|
|
infringed by the Feedback (including any implementation thereof
|
|
|
recommended by you). You further warrant that your Feedback is not
|
|
|
subject to any license terms that would purport to require Splunk to
|
|
|
comply with any additional obligations with respect to any Splunk product
|
|
|
or service that incorporates your Feedback.
|
|
|
|
|
|
8.DATA. You hereby grant Splunk a perpetual, irrevocable, non-exclusive,
|
|
|
royalty-free, paid-up, worldwide, sublicensable license to use, access,
|
|
|
transmit, host, store, and display the Data solely for the purpose of
|
|
|
providing and improving the Pre-Release Software. Splunk (or its
|
|
|
sublicensees) may exercise such license for purposes of providing,
|
|
|
maintaining, repairing, administering and improving the Pre-Release
|
|
|
Software or in developing new products or services, including rights to
|
|
|
extract, compile, aggregate, synthesize, use, and otherwise analyze all
|
|
|
or any portion of the Data. You represent, warrant and agree that the
|
|
|
Data and other materials you provide or make available to Splunk will
|
|
|
include only information relevant to the Pre-Release Software and the use
|
|
|
thereof and will not include any personally identifiable information or
|
|
|
any protected health data. You acknowledge and agree that you are solely
|
|
|
responsible for all Data you upload or submit using the Pre-Release
|
|
|
Software and for your conduct while using the Pre-Release Software. You
|
|
|
acknowledge and agree that: (a) you will evaluate and bear all risks
|
|
|
associated with the use of any Data; (b) you are responsible for
|
|
|
protecting and backing up the Data; (c) you are responsible for
|
|
|
protecting the confidentiality of any Data; and (d) under no
|
|
|
circumstances will Splunk be liable in any way for any Data, including,
|
|
|
but not limited to, any errors or omissions in any Data, or any loss or
|
|
|
damages or any kind incurred as a result of your use, deletion,
|
|
|
modification, or correction of any Data. Splunk has no responsibility to
|
|
|
store, protect, remove or delete any Data for you and shall have no
|
|
|
liability for the deletion of or failure to store any Data.
|
|
|
|
|
|
9.WARRANTY DISCLAIMER. THE PRE-RELEASE SOFTWARE IS PROVIDED “AS
|
|
|
IS”. 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 OR BY
|
|
|
STATUTE OR IN LAW. SPLUNK SPECIFICALLY DOES NOT WARRANT THAT THE PRE-
|
|
|
RELEASE SOFTWARE WILL MEET YOUR REQUIREMENTS, THE OPERATION OR OUTPUT OF
|
|
|
THE PRE-RELEASE SOFTWARE WILL BE ERROR-FREE, ACCURATE, RELIABLE, COMPLETE
|
|
|
OR UNINTERRUPTED. Splunk is not obligated to support, update or upgrade
|
|
|
the Pre-Release Software.
|
|
|
|
|
|
10.NO RELIANCE. Splunk has no obligations about any forward-looking
|
|
|
statements made in connection with or in the course of providing the Pre-
|
|
|
Release Software. Forward-looking statements are statements regarding
|
|
|
future Splunk events, product offerings, product performance, customer
|
|
|
uses or the expected financial performance of Splunk. Any such
|
|
|
statements reflect current expectations and estimates based on factors
|
|
|
currently known and that actual events or results could differ
|
|
|
materially. Splunk does not assume any obligation to update any forward-
|
|
|
looking statements made during the Pre-Release Software project. In
|
|
|
addition, any information about our roadmap outlines our general product
|
|
|
direction and is subject to change at any time without notice. It is for
|
|
|
informational purposes only and shall not be incorporated into this
|
|
|
Agreement or any contract or other commitment. Splunk undertakes no
|
|
|
obligation either to develop the features or functionality described in
|
|
|
the forward-looking statement or to include any such feature or
|
|
|
functionality in a future release, including those you are reviewing as a
|
|
|
part of this Pre-Release Software. You expressly acknowledge that the
|
|
|
Pre-Release Software has not been fully tested and may contain defects or
|
|
|
deficiencies which may not be corrected by Splunk, that the Pre-Release
|
|
|
Software may undergo significant changes prior to release of the
|
|
|
corresponding generally available final version.
|
|
|
|
|
|
11.LIMITATION OF 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 PRE-RELEASE SOFTWARE) ARISING OUT OF OR IN
|
|
|
CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE PRE-
|
|
|
RELEASE 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 PRE-RELEASE SOFTWARE FUNCTIONS OR ANY
|
|
|
UNANTICIPATED OR UNSCHEDULED DOWNTIME FOR ANY REASON OR ANY DELETION,
|
|
|
CORRUPTION OR DAMAGE OF DATA ON OR THROUGH THE PRE-RELEASE
|
|
|
SOFTWARE. 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 ONE HUNDRED DOLLARS ($100.00). BECAUSE SOME STATES OR
|
|
|
JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR
|
|
|
INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
|
|
|
|
|
|
12.PRIVACY. You acknowledge that Splunk and its providers may obtain
|
|
|
certain information and data from you (including, without limitation,
|
|
|
personal information) in connection with your use of the Pre-Release
|
|
|
Software, including, without limitation, information and data provided in
|
|
|
connection with registration, activation, updating, authentication,
|
|
|
monitoring installation of and access to the Pre-Release Software. You
|
|
|
hereby consent to Splunk and its providers maintaining, using, storing
|
|
|
and disclosing such information and data (including, without limitation,
|
|
|
personal information, if any) in conformity with Splunk Privacy Policy,
|
|
|
which may be updated from time to time. You further consent to receiving
|
|
|
electronic communications and notifications from Splunk in connection
|
|
|
with your use of the Pre-Release Software.
|
|
|
|
|
|
13.EXPORT. You will comply fully with all relevant export laws and
|
|
|
regulations of the United States and any other country (Export Laws)
|
|
|
where you use any of the Pre-Release Software. You represent and warrant
|
|
|
that you are not (a) located in, or a resident or a national of, a
|
|
|
restricted country; or (b) on any of the relevant U.S. Government Lists
|
|
|
of prohibited persons, including but not limited to the Treasury
|
|
|
DepartmentÕs List of Specially Designated Nationals and the Commerce
|
|
|
DepartmentÕs List of Denied Persons or Entity List. You further
|
|
|
represent and warrant that you shall not export, re-export, ship,
|
|
|
transfer the Pre-Release Software to any restricted countries or
|
|
|
restricted end users or use the Pre-Release Software in any restricted
|
|
|
countries or for any purposes prohibited by the Export Laws, including,
|
|
|
but not limited to, nuclear, chemical, missile or biological weapons
|
|
|
related end uses. You understand that the requirements and restrictions
|
|
|
of the Export Laws may vary depending on the specific Pre-Release
|
|
|
Software and may change over time, and that, to determine the precise
|
|
|
controls applicable to the Pre-Release Software, it is necessary to refer
|
|
|
to the U.S. Export Administration Regulations and the U.S. Department of
|
|
|
Treasury, Office of Foreign Assets Control Regulations.
|
|
|
|
|
|
14.GOVERNMENT END USER RIGHTS. You acknowledge that all Pre-Release
|
|
|
Software and Confidential Information were developed entirely at private
|
|
|
expense and that no part of the Pre-Release Software or Confidential
|
|
|
Information was first produced in the performance of a Government
|
|
|
contract. You agree that the Pre-Release Software and any derivatives
|
|
|
thereof are “commercial items” as defined in 48 C.F.R. § 2.101, and if
|
|
|
you are a U.S. Government agency or instrumentality or if you are
|
|
|
providing all or any part of the Pre-Release Software or any derivatives
|
|
|
thereof to the U.S. Government, such use, duplication, reproduction,
|
|
|
release, modification, disclosure or transfer of this commercial product
|
|
|
and data, is restricted in accordance with 48 C.F.R. § 12.211, 48 C.F.R.
|
|
|
§ 12.212, 48 C.F.R. § 227.7102-2, and 48 C.F.R. § 227.7202, as
|
|
|
applicable. Consistent with 48 C.F.R. § 12.211, 48 C.F.R. § 12.212, 48
|
|
|
C.F.R. § 227.7102-1 through 48 C.F.R. § 227.7102-3, and 48 C.F.R. §§
|
|
|
227.7202-1 through 227.7202-4, as applicable, the Pre-Release Software is
|
|
|
licensed to U.S. Government end users (i) only as Commercial Items and
|
|
|
(ii) with only those rights as are granted to all other users pursuant to
|
|
|
this Agreement and any related agreement(s), as applicable. Accordingly,
|
|
|
you will have no rights in the Pre-Release Software except as expressly
|
|
|
agreed to in writing by you and Splunk.
|
|
|
|
|
|
15.CHOICE OF LAW AND DISPUTES. For other than the U.S. Government as a
|
|
|
party, 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
|
|
|
rules 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.
|
|
|
|
|
|
16.GENERAL. All notices required or permitted under this Agreement hereto
|
|
|
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. You may not assign,
|
|
|
delegate or transfer this Agreement, in whole or in part, by agreement,
|
|
|
operation of law or otherwise. You acknowledge that Splunk may assign,
|
|
|
subcontract or delegate any of its rights or obligations under this
|
|
|
Agreement. Any attempt to assign this Agreement other than as permitted
|
|
|
herein shall be null and void. Subject to the foregoing, this Agreement
|
|
|
will bind and inure to the benefit of the partiesÕ permitted successors
|
|
|
and assigns. This Agreement along with any additional terms incorporated
|
|
|
herein by reference constitute the complete and exclusive understanding
|
|
|
and agreement between the parties relating only to the subject matter of
|
|
|
the Pre-Release Software and Confidential Information and shall supersede
|
|
|
any and all prior or contemporaneous agreements, communications and
|
|
|
understandings, written or oral, relating to such subject matter. This
|
|
|
Agreement is limited to the use of Pre-Release Software and Confidential
|
|
|
Information and as such, this Agreement is separate from and shall have
|
|
|
no effect on any other agreement you may have with Splunk. 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. All rights and remedies, whether
|
|
|
conferred hereunder or by any other instrument or law, will be cumulative
|
|
|
and may be exercised singularly or concurrently. 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. The terms and conditions stated herein are
|
|
|
declared to be severable. 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.
|
|
|
|
|
|
Updated December 5, 2016
|
|
|
|
