Splunk rev. 8. 7. 2012 license

gistfile1.txt

SPLUNK SOFTWARE LICENSE AGREEMENT

THIS SPLUNK SOFTWARE LICENSE AGREEMENT ("AGREEMENT") GOVERNS THE 
INSTALLATION AND USE OF THE SPLUNK SOFTWARE DESCRIBED HEREIN. THE 
INSTALLATION AND USE OF THE SPLUNK SOFTWARE WILL BE SUBJECT TO THE 
ORDER DOCUMENT(S). 

YOU WILL BE REQUIRED TO INDICATE YOUR AGREEMENT TO THESE TERMS AND 
CONDITIONS IN ORDER TO DOWNLOAD THE SOFTWARE, REGISTER THE SOFTWARE 
WITH SPLUNK AND OBTAIN LICENSE KEYS NECESSARY TO COMPLETE THE 
INSTALLATION PROCESS FOR THE SOFTWARE. BY CLICKING ON THE "YES" BUTTON 
OR OTHER BUTTON OR MECHANISM DESIGNED TO ACKNOWLEDGE AGREEMENT TO THE 
TERMS OF AN ELECTRONIC COPY OF THIS AGREEMENT, OR DOWNLOADING OR 
INSTALLING THE SOFTWARE, OR USING ANY MEDIA THAT CONTAINS THE 
SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT, INCLUDING 
ALL TERMS INCORPORATED BY REFERENCE. THIS AGREEMENT IS ENFORCEABLE 
AGAINST ANY PERSON OR ENTITY THAT USES THE SOFTWARE AND ANY PERSON OR 
ENTITY THAT USES THE SOFTWARE ON ANOTHER PERSON'S OR ENTITY'S BEHALF. 
YOU AGREE THAT THIS AGREEMENT IS EQUIVALENT TO ANY WRITTEN NEGOTIATED 
AGREEMENT SIGNED BY YOU.

IF YOU AGREE TO THESE TERMS ON BEHALF OF A BUSINESS OR A GOVERNMENT
AGENCY, DEPARTMENT OR INSTRUMENTALITY, YOU REPRESENT AND WARRANT THAT
YOU HAVE AUTHORITY TO BIND THAT BUSINESS TO THIS AGREEMENT, AND YOUR
AGREEMENT TO THESE TERMS WILL BE TREATED AS THE AGREEMENT OF THE
BUSINESS. IN THAT EVENT, "YOU" AND "YOUR" REFER HEREIN TO THAT BUSINESS. 

THIS SOFTWARE IS BEING LICENSED AND NOT SOLD TO YOU. SPLUNK PERMITS YOU 
TO DOWNLOAD, INSTALL AND USE THE FUNCTIONALITY OR FEATURES OF THE 
SOFTWARE ONLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. 

1. DEFINITIONS. Capitalized terms not otherwise defined herein can be 
found in Exhibit A. 

2. TERM. This Agreement will be in effect perpetually unless earlier 
terminated as provided herein (the "Term"). 

3. LICENSE GRANTS. Subject to your compliance with the terms and 
conditions of this Agreement, including (as applicable) your timely 
payment of license fees set forth in the applicable Order Document (the 
"License Fees"), Splunk grants to you the following nonexclusive, 
worldwide, nontransferable, nonsublicensable, revocable, limited 
licenses during the Term (or such other period of time provided in your 
Order Document) to use:

3.1 the Purchased Software solely for your Internal Business Purpose 
and to index no more than the peak daily volume of uncompressed data 
set forth in your Order Document for which you have paid the applicable 
License Fees (the "Purchased Peak Daily Volume");

3.2 Splunk Extensions solely for use with the Software for your 
Internal Business Purpose; and

3.3 the Splunk API solely for the purpose of developing Extensions for 
use with the Software for your Internal Business Purpose (collectively, 
"Your Extensions"). You agree to assume full responsibility for the 
performance of Your Extensions, and shall indemnify, hold harmless, 
and defend Splunk (including all of its officers, employees, 
directors, subsidiaries, representatives, Affiliates and agents) and 
Splunk's licensors and suppliers from and against any claims or 
lawsuits, including attorney's fees and expenses, that arise or 
result from Your Extensions. You retain title to and copyright for Your 
Extensions, subject to Splunk's title to and copyright for the Splunk 
Materials as specified in the Ownership section below. 

4. FREE SOFTWARE AND EVALUATION SOFTWARE LICENSES. 

4.1 Free Software License. Subject to your compliance with the terms 
and conditions of this Agreement, Splunk grants to you a non-
exclusive, worldwide, fully-paid up copyright license to use the Free 
Software subject to the following conditions: (i) to index no more than 
500MB of peak daily volume of uncompressed data (the "Free Peak Daily 
Volume") and (ii) only for your Internal Business Purposes. You 
acknowledge that the Free Software may be limited in features, 
functions, or have other limitations not present in the Purchased 
Software or Evaluation Software. 

4.2 Evaluation Software Trial License. Notwithstanding Section 2 of 
this Agreement, if the applicable Order Document is limited to a free 
trial license, then the Term will be limited to the free trial period 
specified in the Order Document or with the license key. This Agreement 
and any license rights granted hereunder will automatically terminate 
at the end of the free trial period, and there will be no renewal 
term. You may install and use the Evaluation Software solely (i) to 
index no more than the amount of peak daily volume of uncompressed data 
provided in such Order Document or with the license key (the "Trial 
Peak Daily Volume") and (ii) for the purpose of determining whether to 
purchase a commercial license to the Purchased Software and not for any 
revenue generation, commercial activity or other productive business 
or developmental purpose. Any license keys provided for a free trial 
will automatically expire and may cause the Evaluation Software to 
become non-operational at the end of the free trial period. Splunk 
reserves the right to exercise its rights under Section 9 of this 
Agreement to ensure compliance with this Section 4. 2. Upon expiration 
of your free trial period of the Evaluation Software, you will have 
the option to purchase a license to the Purchased Software or obtain a 
license to the Free Software. 

4.3 Limitations. To the extent that any provision of this Section 4 is 
in conflict with any other term or conditions of this Agreement, this 
Section 4 shall supersede such other terms and conditions with respect 
to the Free Software or Evaluation Software, but only to the extent 
necessary to resolve the conflict. Splunk reserves the right to 
terminate your license to use the Free Software or Evaluation Software 
at any time in its sole discretion. Provisions in this Agreement 
regarding License Fees, Maintenance and Support, Warranty and 
Indemnification will not apply to Free Software or Evaluation Software. 

5. SOFTWARE RESTRICTIONS. You agree not to (a) use the Splunk Materials 
or Your Extensions except as expressly authorized in this Agreement and 
your Order Document; (b) copy the Software (except as required to run 
the Software and for reasonable backup purposes); (c) modify, adapt, 
or create derivative works of the Software; (d) rent, lease, loan, 
resell, transfer, sublicense (including but not limited to offering 
any of the functionality of the Splunk Materials or Your Extensions on 
a service provider, hosted or time sharing basis) or distribute the 
Splunk Materials or Your Extensions to any third party; (e) decompile, 
disassemble or reverse-engineer the Software or otherwise attempt to 
derive the Software source code; (f) disclose to any third party the 
results of any benchmark tests or other evaluation of the Software, or 
(g) authorize any third parties to do any of the above. Any consultant, 
contractor, or agent hired to perform services for you may operate 
the Software on your behalf under these terms and conditions, provided 
that: (v) 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; (x) such use is only in connection 
with your Internal Business Purpose; (y) such use does not represent or 
constitute an increase in the scope of the licenses provided hereunder; 
and (z) you remain fully liable for any and all acts or omissions by 
such third parties related to this Agreement. The Software will be 
configured to display warnings, reduce available functionality, 
and/or cease searching data when the Peak Daily Volume is reached. 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. 
6. OWNERSHIP. Splunk, its suppliers and/or its licensors own all 
worldwide right, title and interest in and to the Splunk Materials, 
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 
Splunk Materials, and all right, title, and interest in and to all 
copies of the Splunk Materials not expressly granted remain with 
Splunk, its suppliers and/or its licensors. The Splunk Materials are 
copyrighted and protected by the laws of the United States and other 
countries, and international treaty provisions. You may not remove or 
obscure any copyright, trademark, and/or any other intellectual 
property or proprietary notices from the Splunk Materials.
 
7. PURCHASED SOFTWARE LICENSE AND FEES. In order to access and use the 
Purchased Software, you are required to pay to Splunk the license fees 
set forth in your Order Document (the "License Fees"). The License Fees 
will be due and payable in accordance with the terms set forth in your 
Order Document. Any failure to pay the License Fees in accordance with 
an Order Document may result in automatic revocation and termination of 
this Agreement and all rights and licenses granted hereunder in 
Splunk's sole discretion. All License Fees are non-refundable once 
paid. Any fees and payment terms for Splunk Extensions will be 
identified on your Order Document or on www.splunkbase.com. 

8. MAINTENANCE AND SUPPORT. Subject to your payment of the applicable 
annual maintenance and support fees set forth in your Order Document 
(the "Support Fees"), Splunk will provide the level of support for the 
Purchased Software identified in your Order Document and in accordance 
with the support and maintenance terms and conditions set forth on 
Exhibit B ("Support and Maintenance Terms and Conditions"), attached 
hereto and made a part hereof. Splunk is not obligated to support, 
update or upgrade the Evaluation Software or Free Software. 

9. SOFTWARE VERIFICATION AND AUDIT. At Splunk's written request, you 
will furnish Splunk with a certification signed by your authorized 
representative verifying that the Purchased Software is being used in 
accordance with the terms and conditions of this Agreement and the 
applicable Order Document. Upon at least ten (10) days prior written 
notice and subject to applicable reasonable or national security 
requirements, if any, Splunk may audit your use of the Purchased 
Software to ensure that you are in compliance with the terms of this 
Agreement and the applicable Order Document. Any such audit will be 
conducted during regular business hours at your facilities, will not 
unreasonably interfere with your business activities and will be in 
compliance with your reasonable security procedures. You will provide 
Splunk with reasonable access to the relevant records and facilities 
for the Purchased Software. If an audit reveals that you have exceeded 
the Peak Daily Volume or the scope of your license grant during the 
period audited, then Splunk will invoice you, and you will promptly 
pay Splunk any underpaid fees based on Splunk's price list in effect at 
the time the audit is completed. If the daily volume usage exceeds ten 
percent (10%) of the Peak Daily Volume, then you will also pay 
Splunk's reasonable costs of conducting the audit. This Section shall 
survive expiration or termination of this Agreement for a period of 
three (3) years. 

10. PURCHASED SOFTWARE WARRANTY. Splunk warrants that for a period of 
thirty (30) days after the earlier of delivery or registration of the 
Purchased Software with Splunk, the Purchased Software will 
substantially achieve any material function described in documentation 
for the Purchased Software published by Splunk. As Splunk and its 
Affiliates, licensors and suppliers' sole liability and your sole 
remedy for any failure of the Purchased Software to conform to this 
warranty, Splunk will repair or replace (at Splunk's option) your copy 
of the Purchased Software. You acknowledge that the Evaluation 
Software and the Free Software is provided on an "as is" basis, and 
Splunk disclaims any warranty or liability obligations to you of any 
kind with respect to the Evaluation Software or the Free Software. 

11. WARRANTY DISCLAIMER. EXCEPT AS SET FORTH IN SECTION 10 ABOVE, 
SPLUNK, ITS AFFILIATES, LICENSORS AND SUPPLIERS PROVIDE THE SPLUNK 
MATERIALS AS-IS AND EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS 
OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF 
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, 
QUIET ENJOYMENT, INTEGRATION AND WARRANTIES ARISING OUT OF COURSE OF 
DEALING OR USAGE OF TRADE. YOU AGREE THAT, AS BETWEEN YOU AND SPLUNK, 
YOU ARE RESPONSIBLE FOR THE ACCURACY AND QUALITY OF YOUR DATA INPUT 
INTO ANY SPLUNK MATERIALS. BECAUSE THIS DISCLAIMER OF WARRANTY MAY NOT 
BE VALID IN SOME STATES OR JURISDICTIONS, THE ABOVE DISCLAIMER MAY NOT 
APPLY TO YOU. 

12. LIMITATION OF LIABILITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, 
 SPLUNK'S TOTAL CUMULATIVE LIABILITY TO YOU, FROM ALL CAUSES OF ACTION 
AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED 
THE AMOUNTS PAID BY YOU TO SPLUNK UNDER THE APPLICABLE ORDER DOCUMENT 
GIVING RISE TO SUCH LIABILITY IN THE TWELVE MONTHS PRIOR TO THE EVENT 
GIVING RISE TO SUCH LIABILITY. IN NO EVENT WILL SPLUNK BE LIABLE TO YOU 
FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE 
DAMAGES (INCLUDING LOSS OF USE, DATA, OR PROFITS, BUSINESS 
INTERRUPTION, OR COSTS OF PROCURING SUBSTITUTE SPLUNK MATERIALS) 
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR 
PERFORMANCE OF THE SPLUNK MATERIALS, 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 
FUNCTIONS OF THE SPLUNK MATERIALS. BECAUSE SOME STATES OR JURISDICTIONS 
DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL 
DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. SPLUNK IS ACTING 
ON BEHALF OF ITS AFFILIATES, LICENSORS AND SUPPLIERS FOR THE PURPOSE 
OF DISCLAIMING, EXCLUDING AND LIMITING OBLIGATIONS, WARRANTIES AND 
LIABILITY, BUT IN NO OTHER RESPECTS AND FOR NO OTHER PURPOSES. 

13. PURCHASED SOFTWARE INDEMNITY. Provided your use of the Purchased 
Software was in accordance with the terms of this Agreement, Splunk 
will defend, indemnify and hold you harmless from and against any 
loss, damage, liability or cost (including reasonable attorneys' 
fees) resulting from any third party claim that the Purchased Software 
infringes or violates any third party's copyright or trademark rights; 
provided that you promptly notify Splunk in writing of any and all such 
claims. In the event of any loss, damage, liability or cost for which 
Splunk is obligated to indemnify you hereunder, Splunk shall have sole 
control of the defense and all related settlement negotiations, and 
you shall reasonably cooperate with Splunk in the defense and/or 
settlement thereof at Splunk's expense; provided that you may 
participate in such defense using your own counsel, at your own 
expense. 

14. TERMINATION. You may terminate this Agreement at any time by 
providing to Splunk a written statement signed by your authorized 
representative notifying Splunk that you are terminating the Agreement. 
If you are not a U.S. Government agency, department, or 
instrumentality, upon thirty (30) days notice, Splunk may terminate 
this Agreement (and your license rights) upon notice in the event that 
you breach any provision of this Agreement and have not cured the 
breach during such notice period. Notwithstanding the foregoing, a 
material breach of any license granted to you shall be grounds for 
immediate termination. If You are a U. S. Government agency, 
department, or instrumentality, termination terms and conditions 
shall be governed by 48 C.F.R. 52. 212-4. Upon any expiration or 
termination of this Agreement, the rights and licenses granted 
hereunder will automatically terminate, and you agree to immediately 
cease using the Splunk Materials and to return or destroy all copies of 
the Splunk Materials, including any documentation, and other Splunk 
proprietary or confidential information in your possession or control 
and certify in writing the completion of such return or destruction. In 
the event of termination of this Agreement, Splunk will have no 
obligation to refund any License Fees, Support Fees, or other fees 
received from you during the Term. Section 1 (Definitions), Section 3.3 
(solely with respect to indemnity), Section 6 (Ownership), Section 
9 (Software Verification and Audit), Section 11 (Warranty Disclaimer), 
Section 12 (Limitation of Liability), Section 13 (Purchased Software 
Indemnity), Section 14 (Termination) and Sections 15 (Severability) 
through 21 (General) shall survive termination of this Agreement.

15. SEVERABILITY. Unless otherwise provided herein, 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. 

16. 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 Splunk Materials. You certify that you are not 
on any of the relevant U.S. Government Lists of prohibited persons, 
including but not limited to the Treasury Department's List of 
Specially Designated Nationals, and the Commerce Department's List of 
Denied Persons or Entity List. You further certify that you shall 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 you shall 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. 

17. GOVERNMENT END USER RIGHTS. You acknowledge that all Splunk 
Materials were developed entirely at private expense and that no part 
of the Splunk Materials were first produced in the performance of a 
Government contract. You agree that all Splunk Materials 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 Splunk Material 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. 
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 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 Splunk 
Materials except as expressly agreed to in writing by You and Splunk.
 
18. PUBLICITY. You agree that Splunk may publish a brief description 
highlighting your deployment of the Software, identify you as a Splunk 
customer on any of Splunk's websites, client lists, press releases, 
and/or other marketing materials. 

19. THIRD PARTY CONTENT DISCLAIMER. Most of the Splunk Extensions and 
content ("Third-Party Content") on Splunkbase are submitted by third 
parties. Such Third-Party Content is the sole responsibility of the 
originator of that Third-Party Content. Splunk is not responsible for 
any Third-Party Content, whether or not Splunk reviewed or moderated 
such Third Party Content. You agree that you bear all risks associated 
with using or relying on the Third Party Content. Splunk does not in 
any way warrant the accuracy, reliability, completeness, usefulness, 
non-infringement, or quality of any Third-Party Content, regardless 
of who originated that content (including our employees, partners, 
Affiliates or moderators), and even if an application is designated as 
"certified". Splunk hereby disclaim all warranties, including but not 
limited to any implied warranties of merchantability, quiet enjoyment, 
integration or fitness for a particular purpose, relating to Third 
Party Content. Splunk shall not be liable or responsible in any way for 
any loss or damage of any kind, including but not limited to lost 
profits, loss of use, data, business interruption, costs of 
procuring substitute software or other indirect or consequential 
damages, relating to your use of or reliance upon any Third Party 
Content. 

20. CHOICE OF LAW AND DISPUTES. The following Choice of Law and 
Disputes terms and conditions shall apply under this Agreement: (i) 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. If a dispute arises between You and Splunk, and either 
You or Splunk files suit in any court of competent jurisdiction to 
enforce rights under this Agreement, then the prevailing party shall 
be entitled to recover from the other party all costs of such action or 
suit, including, but not limited to, investigative costs, court 
costs and reasonable attorneys' fees (including expenses incurred to 
collect those expenses). (ii) If a dispute arises between You and 
Splunk that is related to a Government customer that is subject to the 
Contract Disputes Act, 41 U.S.C. 601 et seq., concerning issues of 
fact or law which relate to this Agreement (a "CDA Dispute"), the 
following dispute procedures shall apply. If the U.S. Government 
issues a final decision regarding a CDA Dispute, such decision shall 
be provided within ten (10) days of receipt by You by written 
notification to Splunk and subsequently binding upon Splunk to the same 
extent it is binding upon You, subject to Splunk's right to seek 
additional time, cost or both. Splunk shall continue performance in 
accordance with the decision pending any appeal that may be initiated 
pursuant to the provisions below. If You elect to appeal such decision 
under Your prime contract "Disputes" clause, Splunk shall be permitted 
to participate fully in such appeal concerning issues of fact or law 
which relate to this Agreement for the purpose of protecting Splunk's 
interest. You shall not enter into a settlement with the Government as 
to any portion of the appeal affecting Splunk without Splunk's prior 
written consent. If You elect not to appeal a CDA Dispute, such 
election must be made within thirty (30) days of the Government's final 
decision and Company agrees to notify Splunk within three (3) days 
after Company elects not to appeal. If Splunk elects to pursue appeal 
of such decision by the Contracting Officer, Splunk shall provide 
written notice of such election to You, and the parties shall enter 
into a sponsorship agreement pursuant to which Splunk shall have the 
right to prosecute in Your name, any and all appeals arising from the 
Government's determination. Any such appeal brought by Splunk in Your 
name shall be at the expense of Splunk, provided, however, that You, 
at Your expense, shall provide Splunk with reasonable assistance in 
the presentation of such appeal. (iii) If You are the U.S. Government 
as a party to this Agreement, this Agreement shall be governed by and 
interpreted in accordance with the Contract Disputes Act of 1978, as 
amended (41 U.S.C. 601-613). Failure of the parties to reach 
agreement on any request for equitable adjustment, claim, appeal, or 
action arising under or relating to this Agreement shall be a dispute 
to be resolved in accordance with the clause at 48 C.F.R 52. 233-1, 
which is incorporated in this Agreement by reference.
 
21. GENERAL. All notices required or permitted under this Agreement or 
any Exhibit 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. All 
communications will be sent to the addresses set forth in the 
applicable Order Document(s) or to such other address as may be 
specified by either party to the other party in accordance with this 
Section. You may not assign, delegate or transfer this Agreement, in 
whole or in part, by agreement, operation of law or otherwise. Splunk 
may assign this Agreement in whole or in part to (i) an Affiliate, 
upon written notice to you (such notice to be delivered electronically 
or otherwise) or (ii) in connection with an internal reorganization or 
in connection with a merger, acquisition, or sale of all or 
substantially all of Splunk's assets. Any attempt to assign this 
Agreement other than as permitted herein will be null and void; 
provided, however, Splunk may 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. 3727) and may assign this Agreement in accordance with the 
provisions at 48 C.F.R 42.12, as applicable. Subject to the 
foregoing, this Agreement will bind and inure to the benefit of the 
parties' permitted successors and assigns. This Agreement along with 
any additional terms incorporated herein by reference, including any 
Order Documents and any Exhibits hereto, constitute the complete and 
exclusive understanding and agreement between the parties and supersede 
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 shall 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" means, with respect to any person or entity, any other 
person or entity that directly or indirectly Controls or is Controlled 
by such person or entity, from time to time, but only for so long as 
such Control exists. "Control" and its grammatical variants means (i) a 
general partnership interest in a partnership, or (ii) the beneficial 
ownership of a majority of the outstanding equity entitled to vote for 
directors. 

2. "Enhancements" means any updates, upgrades, releases, fixes, 
enhancements or modifications to the Software, Splunk Developer API or 
Splunk Extensions. 

3. "Evaluation Software" means Software licensed for internal 
evaluation purposes and not for productive business use. 
4. "Extensions" mean any separate downloadable suite, add-on, 
command, function, or application, including any example module, 
which extends the Software. 

5. "Free Software" means Software licensed for free through Splunk.
 
6. "Internal Business Purpose" means the use of any of the Splunk 
Materials, as applicable, only for Your internal business use with 
Your systems, networks, devices and data. Such use does not include 
use of Your systems, networks or devices as part of services You 
provide for a third party's benefit. 

7. "Order Document(s)" mean the purchase order or any equivalent 
ordering document and the order confirmation that detail the 
components, solutions, and quantities of your purchase of the 
Software. 

8. "Peak Daily Volume" means the Purchased Peak Daily Volume, the Free 
Peak Daily Volume and/or the Trial Peak Daily Volume, as applicable.
 
9. "Purchased Software" means Software purchased through Splunk or 
other channels. 

10. "Software" means the software components listed in the Order 
Document(s) which have a valid license. 

11. "Splunk" means Splunk Inc., a Delaware corporation, 250 Brannan 
Street, San Francisco, California 94107. 

12. "Splunk API" means the documentation and functionality included 
with the Software which enable the creation of Extensions. 

13. "Splunk Extensions" mean any Extensions downloadable through 
Splunk's online store. 

14. "Splunk Materials" mean the Software, Splunk API, the Splunk 
Extensions and/or the Enhancements and any derivatives to any of them. 

EXHIBIT B

SPLUNK INC. 
SUPPORT AND MAINTENANCE TERMS AND CONDITIONS

You agree that the following terms and conditions ("Terms and 
Conditions") shall govern the delivery of any support and/or 
maintenance services by Splunk ("Support") listed on an Order Document 
entered into pursuant to the Splunk Software License Agreement (the 
"Agreement") to which these Terms and Conditions are attached and made 
a part thereof. Subject to your termination rights set forth in the 
Agreement, ordering any Support from Splunk or any authorized reseller 
indicates your acceptance of these Terms and Conditions. These Terms 
and Conditions are effective upon receipt and confirmation of 
acceptance of your purchase order by Splunk or an authorized reseller 
(the "Effective Date"). 
1. DEFINITIONS. Unless otherwise defined in these Terms and Conditions, 
 capitalized terms shall have the meanings set forth in the Agreement. 

2. SUPPORT AND MAINTENANCE. 

2.1 Services. Subject to your timely payment of the applicable annual 
Support fees set forth in your Order Document(s) (the "Support Fees"), 
Splunk will provide the level of Support identified in your Order 
Document(s) in accordance with the Support descriptions set forth 
below. Splunk will notify (electronic or otherwise) you of any 
amendments to such Support descriptions in each notice of term renewal. 
No other maintenance or support for the Software is included in these 
Terms and Conditions. 

2.2 Support Fees. Support Fees will be due and payable in accordance 
with the Order Document(s). Splunk will notify (electronic or 
otherwise) you of the then-current annual Support Fee for your level of 
Support in each notice of term renewal. Support Fees will be non-
refundable once paid. 

2.3 Exclusions. Splunk will have no obligation of any kind to provide 
Support for problems 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 media on which the Software is provided 
or to the machine on which the Software is installed; (iv) your 
negligence or fault; (v) versions of the Software other than the most 
recent version or the Supported Prior Version (defined in Section 2.5.9); 
(vi) third-party products not expressly supported by Splunk; or 
(vii) conflicts related to replacing or installing hardware, drivers, 
and software that has not been Splunk certified. If Splunk determines 
that it is necessary to provide support for a problem caused by a 
Licensee-Generated Error, Splunk will notify you thereof as soon as 
Splunk is aware of such Licensee-Generated Error and Splunk will have 
the right to invoice you at Splunk's then-current time and materials 
rates for any such support provided by Splunk. 
2.4 Restrictions. Support is delivered in English only unless you are 
in a location where Splunk has made localized Support available. 

2.5 Support Descriptions. 

2.5.1 Splunk Enterprise Support. Splunk Enterprise 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 
2.5.3. When submitting a case, customers select the priority for 
initial response by logging the case online, in accordance with the 
priority guidelines set forth in Section 2.5.3. When the case is 
received, Splunk Customer Support may change the priority if the issue 
does not conform to the criteria for the selected priority and will 
provide you with notice (electronic or otherwise) of such change. 
Splunk will respond to Splunk Enterprise Support requests and will 
provide workarounds or fixes in accordance with the guidelines set 
forth in Section 2.5.4. 

2.5.2 Splunk Global Support. Splunk Global Support provides the same 
services as defined as Enterprise support and also provides a dedicated 
resource to contact for meetings as frequently as weekly to monitor 
your support issues; to provide additional status reports and metrics; 
and to coordinate and execute a quarterly account status review at a 
mutually agreeable time. 

2.5.3 Case Priority Levels. Case priorities are assigned based on the 
technical importance of the problem on your Splunk environment. 

P1 = Splunk Software is completely inaccessible or the majority of its 
functionality is unusable. 
P2 = One or more key features of Splunk Software are unusable. 
P3 = Any other case where a Splunk Software feature is not operating as 
documented. 
P4 = All enhancement requests. 

2.5.4 Target Fix, Workaround, Escalation and Response Times. 

Initial Response & Acknowledgment, by case priority
P1: 4 hours 
P2: Next business day 
P3: Two business days
P4: Two business days

Targeted Fix Date or Workaround, by case priority
P1: 1 day 
P2: 1 week 
P3: Next release 
P4: At Splunk's discretion

Escalation, by case priority 
P1: Manager: Immediate / VP: 1 business day
P2: Manager: 1 business day / VP: 1 week
P3: VP Product Management reviews all open bugs quarterly
P4: VP Product Management reviews all enhancement requests quarterly

Email Status Updates for Open Cases, by case priority
P1: Daily
P2: Weekly 
P3: None 
P4: None

2.5.5 Authorized Support Contacts. Support will be provided solely to 
the authorized individual(s) specified by you that Splunk will 
communicate with when providing Support ("Support Contacts"). Splunk 
strongly recommends that your Support Contact(s) be trained on the 
Software. Your Order Document(s) will indicate a maximum number of 
authorized Support Contacts for your license level. You will be asked 
to designate your authorized support contacts, including their primary 
email address and Splunk. com login ID, following Splunk's 
acknowledgment of your Order Document(s). 

2.5.6 Defect Resolution. Should Splunk in its sole judgment determine 
that there is a defect in the Software, it will, at its sole option, 
repair that defect in the version of the Software that you are 
currently using or instruct you to install a newer version of the 
Software with that defect repaired. Splunk reserves the right to 
provide you with a workaround in lieu of fixing a defect should it in 
its sole judgment determine that it is more effective to do so. 

2.5.7 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
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
P3: 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

Global Support
P1: 24 x 7
P2: 24 hours per day during the five business days (Monday through 
Friday), 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

2.5.8 Your Obligation to Assist. Should you report a purported defect 
in the Software to Splunk, Splunk may require you 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. Your failure to provide this information may 
prevent Splunk from identifying and fixing that purported defect. 

2.5.9 Software Upgrades and Software End of Life Policy. When 
available, Splunk provides updates, upgrades, maintenance releases 
and reset keys only to Splunk Enterprise or Global Support customers. 
Splunk 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. If your 
Splunk Enterprise or Global Support agreement expires, you will 
receive only maintenance releases, when available. 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 ("Supported Prior Versions"). 

2.6 Changes in Support and Software. You acknowledge that Splunk has 
the right to discontinue the manufacture and development of any 
Software and the Support for any Software, including, without 
limitation, 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 shall such alterations result in 
(i) diminished support from the level of Support set forth herein; (ii) 
materially diminished obligations for Splunk; (iii) materially 
diminished your rights; or (iv) higher Support Fees during the then-
current term. Splunk shall provide you with thirty (30) days prior 
written notice (delivered electronically or otherwise) of any permitted 
material changes to the Support contemplated herein. 

3. CONFIDENTIAL INFORMATION. 

3.1 Confidential Information. "Confidential Information" means any 
technical or business information, ideas, materials, know-how or 
other subject matter that is disclosed by one party to the other party 
that: (A) if disclosed in writing, is marked "confidential" or 
"proprietary" at the time of such disclosure; (B) if disclosed orally, 
is identified as "confidential" or "proprietary" at the time of such 
disclosure, and is summarized in a writing sent by the disclosing 
party to the receiving party within thirty (30) days after any such 
disclosure; or (C) under the circumstances, a person exercising 
reasonable business judgment would understand to be confidential or 
proprietary. "Confidential Information" of Splunk shall include the 
Splunk Materials. 

3.2 Use and Disclosure Restrictions. The receiving party of 
Confidential Information ("Recipient") agrees: (i) to maintain the 
Confidential Information of the party disclosing such information (the 
"Discloser") in the strictest of confidence; (ii) not to disclose such 
Confidential Information to any third parties; and (iii) not to use any 
such Confidential Information for any purpose other than in furtherance 
of this Agreement and the activities described herein. Recipient will 
treat Confidential Information of the Discloser with the same degree of 
care as it accords to its own Confidential Information, but in no 
event with less than reasonable care. Recipient may disclose the 
Confidential Information of Discloser to its directors, officers, 
employees and consultants (collectively, "Representatives") who have a 
bona fide need to know such Confidential Information, but solely to 
the extent necessary to pursue the activities described herein and for 
no other purpose; provided that each such Representative first executes 
a written agreement (or is otherwise already bound by a written 
agreement) that contains use and nondisclosure restrictions at least as 
protective of the other party's Confidential Information as those set 
forth herein. 

3.3 Exclusions. The obligations of Recipient under Section 3.2 shall 
not apply to any Confidential Information which: (a) is now or 
thereafter becomes generally known or available to the public, through 
no act or omission on the part of Recipient (or any of its 
Representatives, affiliates, or agents) or any third party subject to 
any use or disclosure restrictions with respect to such Confidential 
Information; (b) was known by or lawfully in the possession of 
Recipient, prior to receiving such information from Discloser, 
without restriction as to use or disclosure; (c) is rightfully acquired 
by Receiver from a third party who has the right to disclose it and who 
provides it without restriction as to use or disclosure; or (d) is 
independently developed by Recipient independently without access to 
any Confidential Information of Discloser. 

3.4 Required Disclosures. The provisions of Section 3.2 will not 
restrict Recipient from disclosing Discloser's Confidential Information 
to the extent required by any law or regulation or compelled by a court 
or administrative agency of competent jurisdiction. 

3.5 Independent Development. Recipient reserves the right to develop 
and market any technology, products or services or pursue business 
opportunities that compete with or are similar to those disclosed by 
Discloser under this Agreement without the use of the Discloser's 
Confidential Information. Nothing contained in this Agreement shall 
prohibit or restrict Recipient from employing general ideas, concepts 
or techniques which may be retained in the unaided human memory by 
Recipient personnel in the course of their review of the Confidential 
Information (but without any attempt to memorize such information). The 
foregoing sentence shall not, however, grant Recipient any rights 
under any patents or copyrights. 

3.6 Return or Destruction of Confidential Information. Upon 
termination of the Agreement or support and maintenance, Recipient 
will promptly return to Discloser, or at Discloser's option, destroy, 
 all tangible items and embodiments containing or consisting of 
Discloser's Confidential Information and all copies thereof and provide 
written certification of such destruction or return by an authorized 
person. 

4. TERM AND TERMINATION. 

4.1 Term. These Terms and Conditions will commence on the date when 
Splunk delivers the license key for the Software to you and, unless 
terminated earlier in accordance with the terms of the Agreement, for 
a period of one year thereafter (the "Initial Term"). The agreement 
will automatically renew for additional one-year terms (each, a 
"Renewal Term"), unless either party provides the other (or if 
purchased through a reseller, you provide 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. 
If you allow your support Term to expire, then you may seek to re-
activate Support by submitting a purchase order that includes fees for 
the lapsed period. 

4.2 Survival. The rights and obligations of the parties contained in 
Sections 1, 3, 4.2 and 5 will survive the expiration or termination 
of the Agreement, these Terms and Conditions or any Order Document(s).
 
5. LIMITATION OF LIABILITY. IN NO EVENT WILL SPLUNK BE LIABLE TO 
CUSTOMER OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE 
OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR 
PROFITS) OR FOR COSTS OF PROCURING SUBSTITUTE SERVICES, ARISING OUT OF 
OR IN CONNECTION WITH THESE TERMS AND CONDITIONS OR THE SUPPORT 
SERVICES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, 
EVEN IF SPLUNK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 
THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE 
ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SPLUNK'S TOTAL LIABILITY TO 
YOU, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE 
LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO SPLUNK BY YOU UNDER 
THE ORDER DOCUMENT(S) FOR SUPPORT GIVING RISE TO ANY LIABILITY 
HEREUNDER. 

6. 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. 

Splunk rev. 8. 7. 2012
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