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//opt/splunkforwarder/license-eula.txt

Splunk General Terms (v4 August 2024)

These Splunk General Terms ("General Terms") between Splunk Inc., a Delaware
corporation, with its principal place of business at 250 Brannan Street, San
Francisco, California 94107, USA ("Splunk" or "we" or "us" or "our") and you
("Customer" or "you" or "your") govern your acquisition, access to, and use of
Splunk's Offerings, regardless of how accessed or acquired, whether directly
from us or from another Approved Source. By clicking on the appropriate button,
or by downloading, installing, accessing, or using any Offering, you agree to
these General Terms. If you are entering into these General Terms on behalf of
Customer, you represent that you have the authority to bind Customer. If you do
not agree to these General Terms, or if you are not authorized to accept the
General Terms on behalf of Customer, do not download, install, access, or use
any Offering. The "Effective Date" of these General Terms is: (i) the date of
Delivery; or (ii) the date you access or use the Offering in any way, whichever
is earlier. Capitalized terms are defined in the Definitions section below.
Effective September 23, 2024, and unless the context otherwise requires, any
reference in these General Terms to "Splunk Inc.", "Splunk", "we", "us" or "our"
will be deemed to refer to "Splunk LLC".

1. Your Use Rights and Limits

1.1. Your Use Rights. We grant you a non-exclusive, worldwide, non-transferable
and non-sublicensable right, subject to your compliance with these General Terms
and payment of applicable Fees, to use acquired Offerings only for your Internal
Business Purpose during the Term, up to the Capacity, and, if applicable, in
accordance with the Order ("Use Rights"). You have the right to make a
reasonable number of copies of On-Premises Products for archival and back-up
purposes.

1.2. Limits on Your Use Rights. Except as expressly permitted in the Order,
these General Terms or Documentation, your Use Rights exclude the right to, and
you agree not to (nor allow any user or Third Party Provider to): (i) reverse
engineer, decompile, disassemble or otherwise attempt to discover source code or
underlying structures, ideas, protocols or algorithms of, or used by, any
Offering; (ii) modify, translate or create derivative works based on any
Offering; (iii) use an Offering to ingest, process, monitor, analyze or service
the devices, systems, networks or application data of any third party; (iv)
resell, sublicense, rent the use of, transfer or distribute any Offering; (v)
access or use an Offering to analyze, test, characterize, inspect, or monitor
its availability, performance, or functionality for competitive purposes; (vi)
access or use an Offering to develop, test, troubleshoot, support, or market any
software or service that competes with any Offering, or that integrates,
interoperates with, or constitutes an extension of any Offering and that you use
or intend to use for a commercial purpose; (vii) access or use any Offering in
order to analyze, test, characterize, inspect, or monitor its source code or
underlying structures, ideas, protocols, or algorithms it contains or uses;
(viii) attempt to disable or circumvent any license key or other technological
mechanisms or measures intended to prevent, limit or control use or copying of,
or access to, Offerings; (ix) separately use any of the applicable features and
functionalities of the Offerings with external applications or code not
furnished by us or any data not processed by the Offering; (x) exceed the
Capacity; or (xi) use any Offering in violation of any applicable laws and
regulations (including but not limited to any applicable data protection and
intellectual property laws). For clarity, each of the foregoing subsections
imposes a separate and independent limit on your Use Rights.

1.3. Splunk Extensions. Your Use Rights in Splunk Extensions are limited to your
use solely in connection with the applicable Offering and subject to the same
terms and conditions for that Offering, unless a Splunk Extension is expressly
provided under an Open Source Software license that provides broader rights in
that Splunk Extension than the Use Rights you have in the underlying Offering.
Despite anything to the contrary in these General Terms, and unless otherwise
required by law, Splunk Extensions (excluding Splunk Extensions designated by us
as premium) are provided "AS-IS" without any indemnification or warranties.
Support and service levels for Splunk Extensions are as set out in the Support
Terms.

1.4. Trial, Beta, Test and Similar Offerings

(a) Trials and Evaluations. We may make certain Trial Offerings available to you
under these General Terms. After the Term for the Trial Offering expires, you
may continue to use that Offering only subject to payment of applicable Fees.

(b) Beta Offerings. We may make certain Beta Offerings available to you under
these General Terms. Your Use Rights in any Beta Offering are further limited to
your use solely for internal testing and evaluation of that Beta Offering during
the period specified with the Beta Offering, and if no period is specified, then
for the earlier of one year from the Beta Offering start date or when that
version of the Beta Offering becomes generally available. We may discontinue a
Beta Offering at any time and may decide not to make a Beta Offering or any of
its features or functionality generally available.

(c) Test and Development Offerings. For Offerings identified as "Test and
Development" on the Order, your Use Rights are further limited to your use of
those Offerings on a non-production system for non-production uses only,
including product migration testing or pre-production staging, or testing new
data sources, types, or use cases.

(d) Free Offerings. We may make certain Offerings available for full use (i.e.,
not subject to limited evaluation purposes) at no charge under these General
Terms. These free Offerings may have limited features, functions, and other
technical Use Rights limitations.

(e) Limitations and Termination. Despite anything to the contrary in these
General Terms, and unless otherwise stated in the Order or required by law,
Trial Offerings, Beta Offerings, Test and Development and any free Offerings are
provided "AS-IS" without any indemnification, warranties, maintenance, support
or service level commitments. Unless otherwise stated in the Order, we reserve
the right to terminate any Offering in this section 1.4 at any time without
prior notice and without any liability.

5.5. Specific Offering Terms. Specific security controls and certifications,
data policies, service descriptions, Service Level Schedules and other terms
specific to Offerings ("Specific Offering Terms") are at
http://www.splunk.com/SpecificTerms (which are incorporated by reference). We
may change the Specific Offering Terms at any time and without notice, provided
these changes will only apply to the Offerings ordered or renewed after the date
of the change.

5.6. Interoperability Requirements. If required by law, we will promptly provide
the information you request to achieve interoperability between applicable
Offerings and another independently created program on terms that reasonably
protect our proprietary interests.

2. Purchasing Through Approved Sources

2.1. Splunk Affiliate Distributors. We have appointed certain Splunk Affiliates
as our non-exclusive distributors of the Offerings (each, a "Splunk Affiliate
Distributor"). Each Splunk Affiliate Distributor is authorized by us to
negotiate and enter into Orders with customers. Where a purchase is offered by a
Splunk Affiliate Distributor, you will order from, and make payments to, that
Splunk Affiliate Distributor. Each Order will be deemed a separate contract
between you and the relevant Splunk Affiliate Distributor and will be subject to
these General Terms. You agree that: (i) Splunk's total liability under these
General Terms as set out in section 20 (Limitation of Liability) states the
overall combined liability of Splunk and our Splunk Affiliate Distributors; (ii)
entering into Orders by a Splunk Affiliate Distributor will not be deemed to
expand Splunk and its Affiliates' overall responsibilities or liability
under these General Terms; and (iii) you will have no right to recover more than
once from the same event. We agree that: (a) the Splunk Affiliate Distributor
will be liable for the performance of the Order; and (b) to the extent that any
obligations of the Order are to be performed by us, the Splunk Affiliate
Distributor will be responsible for, and ensure our compliance with, the terms
of the Order.

2.2. Approved Sources. These General Terms will govern any Offering that you
acquire through any Approved Source. Your payment obligations (if any) will be
with the Approved Source through whom you acquired the Offering. However, a
breach of your payment obligations with any Approved Source for any Offering
will be deemed to be a material breach of these General Terms between you and
Splunk. In addition, if you fail to pay a Digital Marketplace for an Offering,
we retain the right to enforce your payment obligations and collect directly
from you. Any terms agreed between you and an Approved Source (other than us or
a Splunk Affiliate Distributor) that are in addition to these General Terms are
solely between you and that Approved Source. No agreement between you and that
Approved Source is binding on us or will have any force or effect with respect
to the rights in, or the operation, use or provision of, any Offering.

3. Your Third Party Providers

You may permit your Third Party Providers to access and use the Offerings on
your behalf, provided that: (i) such access and use will at all times be subject
to these General Terms and any applicable Order; (ii) you will ensure these
Third Party Providers comply with these General Terms and any applicable Order;
(iii) you are liable for any action or omission of any Third Party Provider if
that action or omission would constitute a breach of these General Terms or any
Order if done by you; and (iv) the aggregate use by you and all of your Third
Party Providers must not exceed the Capacity.

4. Hosted Services

4.1. Service Levels. When you purchase Hosted Services, we will make the
applicable Hosted Services available to you during the Term in accordance with
these General Terms. The Service Level Schedule in the Specific Offering Terms
and associated remedies will apply to the availability and uptime of the
applicable Hosted Service. If applicable, service credits will be available for
downtime in accordance with the Service Level Schedule.

4.2. Your Responsibility for Data Protection. You are responsible for: (i)
selecting from the security configurations and security options made available
by Splunk in connection with a Hosted Service; (ii) taking additional measures
outside of the Hosted Service to the extent the Hosted Service does not provide
the controls that may be required or desired by you; and (iii) routine archiving
and backing up of Customer Content. You agree to notify Splunk promptly if you
believe that an unauthorized third party may be using your accounts or if your
account information is lost or stolen.

4.3. Return of Customer Content. You may retrieve and remove Customer Content
from the Hosted Services at any time during the Term. We will also make the
Customer Content available for your retrieval for 30 days after termination of
your subscription. After those 30 days, we will delete all remaining Customer
Content without undue delay, unless legally prohibited. If you require
assistance in connection with migration of Customer Content, we may require a
mutually agreed upon fee for it.

5. Data Protection

We will follow globally recognized data protection principles for the processing
of personal data as described in the applicable dataprocessing addendum
at https://www.splunk.com/en_us/legal/splunk-dpa.html (which is incorporated by
reference). If we have a separately executed a data processing addendum between
us covering the same scope, it will apply instead of any data processing
addendum posted online.

6. Security

6.1. Security Program. We have implemented and will maintain an industry
standard security program to protect our Offerings, IT systems, facilities and
assets, and any Customer Confidential Information accessed or processed therein,
including Customer Content in a Hosted Service and customer account information.
Our Hosted Service security controls include commercially reasonable
administrative, technical, and organizational safeguards designed to protect
Customer Content against destruction, loss, alteration, unauthorized disclosure,
or unauthorized access, such as threat and vulnerability management, incident
response and breach notification procedures, disaster recovery plans, open
source security scans, virus detection, industry-standard secure software
development practices, and internal and external penetration testing in the
development environment. Our general corporate security controls include
information security policies and procedures, security awareness training,
physical and environmental access controls, and vendor risk management.

6.2. Security Exhibits. The specific security measures applicable to certain
Offerings are described in the security exhibits at
https://www.splunk.com/en_us/legal/splunk-security-addenda.html.

6.3. Maintaining Protections. Despite anything to the contrary in these General
Terms or any policy or terms referenced in these General Terms via hyperlink, we
may update Security Exhibits from time to time, provided those updates do not
materially diminish the overall security protections set out in these General
Terms, applicable Specific Offering Terms or Security Exhibits.

7. Support and Maintenance

The specific Support Program included with an Offering will be identified in the
Order. We will provide the purchased level of support and maintenance services
for an Offering in accordance with the Support Terms effective on the Delivery
of that Offering.

8. Configuration and Implementation Services

We offer additional services to configure and implement your Offering ("C&I
Services"). These C&I Services are purchased under a Statement of Work and are
subject to payment of applicable Fees. We provide C&I Services in accordance
with our standard C&I Services terms at
https://www.splunk.com/en_us/legal/professional-services-agreement.html,
effective on the start date of the Statement of Work.

9. Our Compliance, Ethics and Corporate Responsibility

9.1. Compliance. We will comply with the laws and regulations applicable to our
business and the provision of the Offerings to our customers generally, and
without regard to your particular use of the Offering.

9.2. Ethics and Corporate Responsibility. We are committed to acting ethically
and in compliance with applicable law, and we have policies and guidelines in
place to provide awareness of, and compliance with, the laws and regulations
that apply to our business globally. We are committed to ethical business
conduct, and we use diligent efforts to perform in accordance with the highest
global ethical principles, as described in the Splunk Code of Business Conduct
and Ethics at
https://www.splunk.com/en_us/pdfs/legal/code-of-business-conduct-and-ethics.pdf.

9.3. Anti-Corruption. We implement and maintain programs for compliance with
applicable anti-corruption and anti-bribery laws. Our policy prohibits offering
or soliciting any illegal or improper bribe, kickback, payment, gift, or thing
of value to or from any of your employees or agents in connection with these
General Terms. If we learn of any violation of the above, we will use reasonable
efforts to promptly notify you at the main contact address that you have
provided to us.

9.4. Export. We certify that we are not on any of the relevant U.S. or EU
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. Export information regarding our Offerings, including
our export control classifications for our Offerings, is at
https://www.splunk.com/en_us/legal/export-controls.html.

9.5. Environmental, Social and Governance. Our positions and commitments on
environmental, social and governance aspects of our business, including our
Global Impact Reports and ESG Position Statement, are in our ESG Resource Center
at https://www.splunk.com/en_us/global-impact/esg-resources.html.

10. Usage Data

We collect and process Usage Data as set out in Splunk's Privacy Statement at
https://www.splunk.com/en_us/legal/privacy/privacy-policy.html. Usage Data does
not include Customer Content and will be kept confidential.

11. Capacity and Usage Verification

11.1. Certification and Verification. Upon our request, you will provide us with
a certification signed by your authorized representative verifying that your use
of the Offering is in accordance with these General Terms and any applicable
Order. For On-Premises Products, we may also ask you from time to time, but not
more frequently than once every 12 months, to cooperate with us to verify usage
and adherence to the Capacity. If we request such a verification, you agree to
provide us reasonable access to the On-Premises Product installed at your
facility (or as hosted by your Third-Party Provider). If we do any verification,
it will be performed with as little interference as possible to your use of the
On-Premises Product and your business operations. We will comply with your (or
your Third-Party Providers') reasonable security procedures.

11.2. Overages. If a verification or usage report reveals that you have exceeded
the Capacity or Use Rights, then we will have the right to invoice you using the
applicable Fees at list price then in effect, which will be payable in
accordance with these General Terms. Except where you have paid the applicable
Approved Source for such additional Capacity or Use Rights, we will have the
right to directly invoice you for overages, regardless of whether you acquired
the Offering from us or another Approved Source.

12. Our Use of Open Source

Certain Offerings may contain Open Source Software. In the applicable
Documentation, we make available a list of Open Source Software and applicable
licenses incorporated in our On-Premises Products to the extent required by the
respective Open Source Software licenses. Any Open Source Software that is
delivered as part of your Offering and which may not be removed or used
separately from the Offering is covered by the warranty, support and
indemnification provisions applicable to the Offering, but only to the extent
that Open Source Software is used as intended with the Offering. Some of the
Open Source Software may have additional terms that apply to the use of the
Offering (e.g., the obligation for us to provide attribution of the specific
licensor), and those terms will be included in the Documentation. However, those
terms will not: (i) impose any additional restrictions on your use of the
Offering; or (ii) negate or amend our responsibilities with respect to the
Offering.

13. Third Party Extensions, Content and Products

13.1. Third Party Extensions on Splunkbase. We may make Third Party Extensions
available from Splunkbase. We do not represent, warrant or guarantee the
accuracy, integrity, quality, or security of any Third Party Extension, even if
that Third Party Extension is identified as "certified" or "validated" for use
with the Offering. Your use of a Third Party Extension may be subject to
additional terms, conditions or policies. We may block or disable access to a
Third Party Extension at any time.

13.2. Third Party Content. Hosted Services may contain features that enable
interoperation with Third Party Content that you choose to add to a Hosted
Service. You may be required to: (i) separately obtain access to Third Party
Content from its provider; and (ii) grant us access to your accounts with those
providers. By choosing to enable such interoperation by allowing us to enable
access to Third Party Content, you: (a) certify that you are authorized to do
so; and (b) authorize us to allow that provider to access Customer Content as
necessary for interoperation. We are not responsible or liable for disclosure,
modification or deletion of Customer Content resulting from such interoperation,
nor are we liable for damages or downtime or other impact on the Hosted Service,
resulting directly or indirectly from your use of or reliance on Third Party
Content, sites or resources.

13.3. Splunk as a Reseller. When you purchase third party products ("Third Party
Products") from us as specified in an Order (which products will include third
party software, but not any support which we have contracted to provide), the
following applies. We act solely as a reseller of Third Party Products, which
are fulfilled by the relevant third party vendor, and purchase and use of Third
Party Products is subject solely to the terms, conditions and policies made
available by that third party vendor. Consequently, we make no representation or
warranty of any kind regarding the Third Party Products, whether express,
implied, statutory or otherwise, and specifically disclaim all implied terms,
conditions and warranties (including as to quality, performance, availability,
fitness for a particular purpose or non-infringement) to the maximum extent
permitted by applicable law. You will bring any claim in relation to Third Party
Products against the applicable third party vendor directly. In no event will we
be liable to you for any claim, loss or damage arising out of the use, operation
or availability of any Third Party Product (whether such liability arises in
contract, negligence, tort, or otherwise).

14. Your Compliance

14.1. Lawful Use of Offerings. When you access and use an Offering, you are
responsible for complying with all laws, rules, and regulations applicable to
your access and use. This includes, without limitation, being responsible for
your Customer Content and users, their compliance with these General Terms, how
you acquired your Customer Content, and the accuracy and lawful use of your
Customer Content.

14.2. PHI, PCI Data and ITAR Data. You may not transmit or store PHI, PCI Data
or ITAR Data within a Hosted Services unless you have specifically acquired an
Offering for that applicable regulated Hosted Services environment.

14.3. Registration. You agree to provide accurate and complete information when
you register for and use an Offering and agree to keep this information current.
Each person who uses an Offering must have a separate username and password. For
Hosted Services, you must provide a valid email address for each person
authorized to use your Hosted Services. We may require additional information
for certain Offerings (e.g., technical information necessary for your connection
to a Hosted Service), and you will provide this information as we reasonably
request. You are responsible for securing, protecting, and maintaining the
confidentiality of your account usernames, passwords and access tokens.

14.4. Export Compliance. You will comply with all applicable export laws and
regulations of the United States (which apply irrespective of the use location
of the Offerings) and any other country ("Export Laws") where your users use any
of the Offerings. You certify that you are 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. You will not export, re-export, ship, transfer or
otherwise use the Offerings in any country subject to an embargo or other
sanction by the United States, including, without limitation, Iran, Syria, Cuba,
the Crimea Region of Ukraine, Sudan and North Korea, and you will not use any
Offering for any purpose prohibited by the Export Laws.

14.5. Acceptable Use. For any Hosted Services, you will also abide by our Hosted
Services Acceptable Use Policy at https://www.splunk.com/view/SP-CAAAMB6.

14.6. GovCloud Services. This section 14.6 will apply to you if you access or
use any Hosted Services in the specially isolated AWS GovCloud (U.S.) region
(including without limitation any Hosted Services that are provisioned in a
FedRAMP authorized environment within the AWS GovCloud (U.S.) region)). You
hereby represent and warrant that: (i) you are a "U.S. Person" as defined under
ITAR (see 22 CFR part 120.62); (ii) you have and will maintain a valid
Directorate of Defense Trade Controls registration, if required by ITAR; (iii)
you and your end users are not subject to export control restrictions under U.S.
export control laws and regulations (i.e., users are not denied or debarred
parties or otherwise subject to sanctions); (iv) you will maintain an effective
compliance program to ensure compliance with applicable U.S. export control laws
and regulations, including ITAR, as applicable; and (v) you will maintain
effective access controls as described in the Specific Offering Terms for the
applicable Hosted Services. You are responsible for verifying that any user
accessing Customer Content in the Hosted Services in the AWS GovCloud (U.S.)
region is eligible to access such Customer Content. The Hosted Services in the
AWS GovCloud (U.S.) region may not be used to process or store classified data.
You will be responsible for all sanitization costs incurred by us if users
introduce classified data into the Hosted Services in the AWS GovCloud (U.S.)
region. You may be required to execute additional addenda to these General Terms
before provisioning of selected Hosted Services.

15. Confidentiality

15.1. Confidential Information. Each party will protect the Confidential
Information of the other. Accordingly, receiving party agrees to: (i) protect
disclosing party's Confidential Information using the same degree of care (but
in no event less than reasonable care) that it uses to protect its own
Confidential Information of a similar nature; (ii) limit use of disclosing
party's Confidential Information to only for purposes consistent with these
General Terms; and (iii) use commercially reasonable efforts to limit access to
disclosing party's Confidential Information to its employees, contractors,
agents, or Affiliates, each of which has a bona fide need to access such
Confidential Information for purposes consistent with these General Terms, and
who are subject to confidentiality obligations no less stringent than those set
out here.

15.2. Compelled Disclosure of Confidential Information. Despite the provisions
above, receiving party may disclose Confidential Information of disclosing party
if it is compelled by law enforcement agencies or regulators to do so, provided
receiving party gives disclosing party prior notice of such compelled disclosure
(to the extent legally permitted) and reasonable assistance, at disclosing
party's cost, if disclosing party wishes to contest the disclosure. If receiving
party is compelled to disclose disclosing party's Confidential Information as
part of a civil proceeding to which disclosing party is a party, and disclosing
party is not contesting the disclosure, disclosing party will reimburse
receiving party for its reasonable cost of compiling and providing secure access
to such Confidential Information.

16. Payment

16.1. Payment Terms. The payment terms in this section 16 only apply when you
purchase Offerings directly from us.

16.2. Fees. You agree to pay all Fees specified in the Orders. Fees are
non-cancelable and non-refundable, except as otherwise expressly stated in these
General Terms. Without limiting any of our other rights or remedies, overdue
charges may accrue interest monthly at the rate of 1.5% of the then-outstanding
unpaid balance, or the maximum rate permitted by law, whichever is lower. Fees
are due and payable either within 30 days from the date of our invoice or as
otherwise stated in the Order.

16.3. Credit Cards. For e-commerce transactions, if you choose to pay by credit
or debit card, then you: (i) will provide us or our designated third party
payment processor with valid credit or debit card information; and (ii)
authorize us or our designated third party payment processor to charge such
credit or debit card for all items listed in the applicable Order. Such charges
must be paid in advance or in accordance with any different billing frequency
stated in the applicable Order. You are responsible for providing complete and
accurate billing and contact information and notifying us in a timely manner of
any changes to such information.

16.4. Taxes. Fees are exclusive of applicable taxes and duties, including any
applicable sales and use tax. You are responsible for paying any taxes or
similar government assessments (including, without limitation, value-added,
sales, use or withholding taxes). We will be solely responsible for taxes
assessable against us based on our net income, property, and employees.

17. Warranties

17.1. Relationship to Applicable Law. You may have legal rights in your country
that prohibit or restrict the limitations set out in this section 17, which
applies only to the extent permitted under applicable law.

17.2. General Corporate Warranty. Each party warrants that it has the legal
power and authority to enter into these General Terms.

17.3. Hosted Services Warranty. We warrant that during the Term: (i) we will not
materially decrease the overall functionality of the Hosted Services; and (ii)
the Hosted Services will perform materially in accordance with the
Documentation. For any breach of these warranties, our entire liability, and
your sole remedy, will be for us to: (a) modify or correct the Hosted Service so
that it conforms to the foregoing warranty; or (b) if we determine that (a) is
not commercially, technically or operationally reasonable, terminate the
non-conforming Hosted Service, and refund to you any prepaid but unused Fees for
the remainder of the Term.

17.4. On-Premises Product Warranty. We warrant that for a period of 90 days from
its Delivery, the On-Premises Product will substantially perform the material
functions described in the Documentation, when used in accordance with the
Documentation. For any breach of this warranty, our entire liability, and your
sole remedy, will be for us to: (i) modify, or provide an Enhancement for, the
On-Premises Product so that it conforms to the foregoing warranty; (ii) replace
your copy of the On-Premises Product with a copy that conforms to the foregoing
warranty; or (iii) if we determine that (i) or (ii) is not commercially,
technically or operationally reasonable, terminate the Offering with respect to
the non-conforming On-Premises Product and refund to you the Fees paid for such
non-conforming On-Premises Product.

17.5. Disclaimer of Implied Warranties. Except as expressly set out above, and
to the extent allowed by law, the Offerings are provided "AS IS" with no other
warranties or representations whatsoever express or implied. We and our
suppliers and licensors disclaim all warranties and representations not
expressly set out above, including any implied warranties of merchantability,
satisfactory quality, fitness for a particular purpose, noninfringement, or
quiet enjoyment, and any warranties arising out of course of dealing or trade
usage. We do not warrant that use of Offerings will be uninterrupted, error free
or secure, or that all defects will be corrected.

18. Ownership

18.1. Offerings. As between you and us, we own and reserve all right, title, and
interest in and to the Offerings and other Splunk materials, including all
Intellectual Property Rights therein. We retain rights in anything delivered or
developed by us or on our behalf under these General Terms. No rights are
granted to you other than as expressly set out in these General Terms.

18.2. Customer Content. You own and reserve all right, title and interest in
your Customer Content. By sending Customer Content to a Hosted Service, you
grant us a worldwide, royalty free, non-exclusive license to access and use the
Customer Content for purposes of providing you the Hosted Service and as set out
in the Specific Offering Terms. Subject to section 18.1, you own any reporting
results that you or your Third Party Providers may derive from Customer Content
through the use of the Offerings.

18.3. Feedback. You have no obligation to provide us with any Feedback, unless
otherwise stated in the Order. If you provide any Feedback, you grant to us a
non-exclusive, transferable, irrevocable, worldwide, royalty-free license (with
rights to sublicense) to make, use, sell, offer to sell, reproduce, modify,
distribute, make available, publicly display and perform, disclose and otherwise
commercially exploit the Feedback.

19. Term and Termination

19.1. Term and Renewal. These General Terms will start on the Effective Date and
remain in effect until all your Offerings have expired, unless earlier
terminated pursuant to this section 19. Termination of a specific Offering will
not affect any other Offering. Terminating these General Terms will have the
effect of terminating all Offerings. Grounds for terminating an Offering, that
are specific to that Offering, will not be grounds for terminating Offerings
where no breach exists. Unless indicated otherwise in the Order, the Term of an
Offering that you acquired through an Order, along with these General Terms,
will automatically renew for an additional period of time equal to the length of
the preceding Term, unless one party notifies the other of its intent not to
renew at least 1 day before the expiration of the then current Term.

19.2. Termination. Either party may terminate these General Terms, or any
Offering, by written notice to the other party in the event of a material breach
of these General Terms, or the specific terms associated with that Offering,
that is not cured within 30 days of receipt of the notice. Upon any expiration
or termination of an Offering, the Use Rights granted to you for that Offering
will automatically terminate, and you agree to immediately (i) cease using and
accessing the Offering; (ii) return or destroy all copies of any On-Premises
Products and other Splunk materials and Splunk Confidential Information in your
possession or control; and (iii) upon our request, certify in writing the
completion of such return or destruction. Unless stated otherwise in these
General Terms, upon termination of these General Terms or any Offering, we will
have no obligation to refund any Fees or other amounts received from you during
the Term. Despite any early termination above, and except for your termination
of an Offering for our uncured material breach, you will still be required to
pay all Fees payable under the Order.

19.3. Refund Upon Termination for our Breach. If an Offering is terminated by
you for our uncured material breach, we will refund you any prepaid but unused
Fees covering the remainder of the Term after the effective date of termination.

19.4. Survival. The termination or expiration of these General Terms will not
affect any provisions which, by their nature, survive termination or expiration,
including the provisions that deal with the following subject matters:
definitions, ownership of intellectual property, confidentiality, payment
obligations, effect of termination, limitation of liability, privacy, and the
"Miscellaneous" section in these General Terms.

19.5. Suspension of Service. In the event of a material breach or threatened
material breach of these General Terms, upon at least 5 days' notice, we may,
without limiting our other rights and remedies, suspend your use of the Hosted
Service until such breach is cured or we reasonably believe there is no longer a
threat. Suspension of a Hosted Service will have no impact on the duration of
the Term of the Offering, or the associated Fees owed.

20. Limitation of Liability

Each party's aggregate liability, together with any of its Affiliates, arising
out of or related to these General Terms will not, in any event, exceed the
total amount paid by you for the affected Offering in the 12 months preceding
the first incident out of which the liability arose. This liability cap does not
limit: (i) your obligations under the "Payment" section above; (ii) your rights
to any service level credits under any applicable Service Level Schedule; and
(iii) our right to recover amounts for your use of an Offering in excess of the
Capacity purchased or outside of your Internal Business Purpose.

In no event will either party or its Affiliates have any liability arising out
of or related to these General Terms for any lost profits, revenues, goodwill,
or indirect, special, incidental, consequential, cover, business interruption or
punitive damages.

The limitations above apply whether the action is in contract or tort and
regardless of the theory of liability, even if a party or its Affiliates have
been advised of the possibility of such damages or if a party's or its
Affiliates' remedy otherwise fails of its essential purpose.

The limitations above do not apply to your violation of the Use Rights limits in
section 1.2 or either party's: (a) infringement of the Intellectual Property
Rights; (b) indemnification obligations; or (c) fraud, gross negligence or
willful misconduct.

The limitations in this section do not apply to the extent prohibited by law.
Some jurisdictions do not allow certain damages to be excluded or limited. To
the extent such a law applies to you, some or all of the exclusions or
limitations above may not apply to you, and you may have additional rights.

21. Indemnity

21.1. Our Indemnification to You. We will defend and indemnify you, and pay all
damages (including reasonable attorneys' fees and costs) awarded against you, or
that are agreed to in a settlement, to the extent a claim, demand, suit or
proceeding is made or brought against you or your Affiliates by a third party
(including those brought by a government entity) alleging that your use of an
Offering infringes or misappropriates such third party's patent, copyright,
trademark or trade secret (a "Customer Claim"). We will have no obligation under
the foregoing provision to the extent a Customer Claim arises from your breach
of these General Terms, your Customer Content, Third Party Extension, or the
combination of the Offering with: (i) Customer Content; (ii) Third Party
Extensions; (iii) any software other than software provided by us; or (iv) any
hardware or equipment. However, we will indemnify against combination claims to
the extent: (a) the combined software is necessary for the normal operation of
the Offering (e.g., an operating system); or (b) the Offering provides
substantially all the essential elements of the asserted infringement or
misappropriation claim. We may in our sole discretion and at no cost to you: (1)
modify an Offering so that it no longer infringes or misappropriates a third
party right; (2) obtain a license for your continued use of the Offering, in
accordance with these General Terms; or (3) terminate the Offering and refund to
you any prepaid fees covering the unexpired Term.

21.2. Your Indemnification to Us. Unless expressly prohibited by applicable law,
you will defend and indemnify us, and pay all damages (including reasonable
attorneys' fees and costs) awarded against us, or that are agreed to in a
settlement, to the extent a claim, demand, suit or proceeding is made or brought
against us or our Affiliates by a third party (including those brought by a
government entity) that: (i) alleges that your Customer Content infringes or
misappropriates such third party's patent, copyright, trademark or trade secret,
or violates another right of a third party; or (ii) alleges that your Customer
Content or your use of any Offering violates applicable law or regulation.

21.3. Mutual Indemnity. Each party will defend, indemnify, and pay all damages
(including reasonable attorneys' fees and costs) awarded against the other
party, or that are agreed to in a settlement to the extent that an action
brought against the other party by a third party is based upon a claim for
bodily injury (including death) to any person, or damage to tangible property
resulting from the negligent acts or willful misconduct of the indemnifying
party or its personnel. Each party will pay any reasonable, direct,
out-of-pocket costs, damages and reasonable attorneys' fees attributable to such
claim that are awarded against the indemnified party (or are payable in
settlement by the indemnified party).

21.4. Process for Indemnification. The indemnification obligations above are
subject to the party seeking indemnification: (i) providing the other party with
prompt written notice of the specific claim; (ii) giving the indemnifying party
sole control of the defense and settlement of the claim (except that the
indemnifying party may not settle any claim that requires any action or
forbearance on the indemnified party's part without its prior consent, which
will not be unreasonably withheld or delayed); and (iii) giving the indemnifying
party all reasonable assistance, at such party's expense.

22. Updates to Offerings

From time to time, we may update or modify our Offerings and policies with
prospective effect, provided that such change or modification: (i) applies to
all our customers generally; (ii) does not impose additional fees or
restrictions on your use of the Offering during the Term; (iii) does not
override or supersede the risk allocation between us under these General Terms,
including without limitation the terms under sections 20 (Limitation of
Liability) and 21 (Indemnity); and (iv) does not materially reduce the security
protections or overall functionality of the applicable Offering during the Term.

23. Governing Law

These General Terms 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 principles of conflict of law. Any legal action or
proceeding arising under these General Terms will be brought exclusively in the
federal or state courts located in the Northern District of California and the
parties consent to that venue and personal jurisdiction. We may seek injunctive
or other relief in any state, federal, or national court of competent
jurisdiction for any actual or alleged: (i) breach of confidentiality
obligations; (ii) infringement of intellectual property or other proprietary
rights of Splunk, our Affiliates or any third party; or (iii) violations of the
Use Rights limits in section 1.2. You agree that such breach, infringement or
violation likely causes irreparable harm. Neither the Uniform Computer
Information Transactions Act nor the United Nations Convention for the
International Sale of Goods will apply to these General Terms.

24. Use of Customer Name

Subject to your prior approval, we may add your name to our customer list,
identify you as our customer on our websites and publicly use your name in
connection with our marketing activities (e.g., press releases). Nothing in
these General Terms gives you a right to use Splunk's name, logo, or marks for
any reason.

25. Miscellaneous

25.1. Different Terms. We expressly reject terms or conditions in any Customer
purchase order or other similar document that are different from or additional
to these General Terms. Such different or additional terms and conditions will
not become a part of the agreement between the parties despite any subsequent
acknowledgement, invoice or license key that we may issue.

25.2. No Future Functionality; Discontinuation. You agree that your purchase of
any Offering is not contingent on the delivery of any future functionality or
features, or dependent on any oral or written statements made by us regarding
future functionality or features. You acknowledge and agree that, subject to our
Support Policy and commitment during the Term, we may in our sole discretion
discontinue the manufacture, development, sale, or support of any Offering, at
any time and without any liability.

25.3. Notices. Except as otherwise specified in these General Terms, all notices
related to these General Terms will be sent in writing to the addresses in the
Order, or to such other address as may be specified by either party to the
other. Notices will be effective upon: (i) personal delivery; (ii) the second
business day after mailing; or (iii) if sent by email, the day of sending.
However, any notices relating to termination or an indemnifiable claim must be
clearly marked as a legal notice, and must not be sent by email. Billing-related
notices to you will be addressed to your relevant designated billing contact.
All other notices to you will be addressed to your relevant designated system
administrator.

25.4. Assignment. Neither party may assign, delegate, or transfer these General
Terms, in whole or in part, by agreement, operation of law or otherwise without
the prior written consent of the other party. However, we may assign these
General Terms 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 our assets to which these General Terms relates. Any
attempt to assign these General Terms other than as permitted in these General
Terms will be void. Subject to the foregoing, these General Terms will bind and
inure to the benefit of the parties' permitted successors and assigns.

25.5. U.S. Government Use Terms. This section 25.5 applies to you only if you
are a U.S. federal government agency. We provide Offerings for U.S. federal
government end use solely in accordance with the following: Government technical
data and rights related to Offerings include only those rights customarily
provided to the public as defined in these General Terms. This customary
commercial license is provided in accordance with FAR 12.211 (Technical Data)
and FAR 12.212 (Computer Software) and, for Department of Defense transactions,
DFARS 252.227-7015 (Technical Data-Commercial Items) and DFARS 227.7202-3
(Rights in Commercial Computer Software or Commercial Computer Software
Documentation). If a government agency has a need for rights not conveyed under
these terms, it must negotiate with us to determine if there are acceptable
terms for transferring such rights, and a mutually acceptable written addendum
specifically conveying such rights must be included in any applicable contract
or agreement.

25.6. Waiver; Severability. The waiver by either party of a breach of or a
default under any of these General Terms will not be effective unless in
writing. Either party's failure to enforce any provisions of these General Terms
will not constitute a waiver of any other right hereunder or of any subsequent
enforcement of that or any other provisions. If any provision of these General
Terms is deemed by a court or other tribunal of competent jurisdiction to be
invalid or unenforceable, the rest of these General Terms 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.

25.7. Integration; Entire Agreement. These General Terms, along with any
additional terms incorporated by reference, constitute the complete agreement
between the parties regarding the subject of these General Terms, and replace
and supersede all previous agreements, communications and understandings,
whether written or oral, relating to their subject matter. Except as otherwise
expressly set out in these General Terms, any waiver or amendment of any
provision of these General Terms will be effective only if in writing and signed
by duly authorized representatives of both parties.

25.8. No Reliance. In acquiring and using an Offering, you agree that you have
had the opportunity to conduct independent due diligence with respect to that
Offering, are relying on that due diligence as well as these General Terms and
any additional terms incorporated by reference, and are expressly not relying on
any other terms, agreements, communications, or understandings, whether written
or oral, relating to their subject matter.

25.9. Force Majeure. Neither party or its Affiliates, subsidiaries, officers,
directors, employees, agents, partners and licensors will (except for the
obligation to make any payments) be liable for any delay or failure to perform
any obligation under these General Terms where the delay or failure results from
any cause beyond their reasonable control, including, without limitation, acts
of God, labor disputes or other industrial disturbances, electrical,
telecommunications, or other utility failures, earthquake, storms or other
elements of nature, blockades, embargoes, riots, acts or orders of government,
acts of terrorism, or war.

25.10. Independent Contractors; No Third Party Beneficiaries. The parties are
independent contractors. These General Terms do not create a partnership,
franchise, joint venture, agency, fiduciary, or employment relationship between
the parties. There are no third party beneficiaries of these General Terms.
Neither party has the authority to bind or act on behalf of the other party in
any capacity or circumstance whether by contract or otherwise.

25.11. Donated Offerings. Donated Offerings are free limited Offerings donated
to qualifying Nonprofits under a Splunk donation program. By procuring and
making use of a Donated Offering, you represent and warrant that you are a
Nonprofit, and you agree to provide verification of your nonprofit status to us
upon request. At our request, you agree to: (i) publish a press release and case
study on your use of the Donated Offering; and (ii) be interviewed for the
production of a Splunk customer video that will accompany the press release and
case study. We will draft and edit all content in collaboration with you and
obtain your edits and written approval before publication (such approval not to
be unreasonably withheld). You will allow us to reference your Nonprofit and
leading spokespeople in press releases with your written approval. We may use
your name and logo on sales presentations, websites, and other marketing
collateral without your prior approval. An email is sufficient to confirm your
approval under this section.

26. Definitions
Term: Meaning

Affiliate: 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 50% of the voting rights in such entity
or, in the case of a noncorporate entity, equivalent rights.

Approved Source: Splunk Inc., a Splunk Affiliate Distributor, our authorized
reseller, our authorized platform or repository, or a Digital Marketplace.

AWS: Amazon Web Services

Beta Offering: Offerings or features of our Offerings we make available as a
preview, beta, or other pre-release version.

Capacity: Measurement of usage of an Offering (e.g., aggregate daily volume of
data indexed, number of search and compute units, virtual CPUs, use cases, or
storage capacity), as stated in the Order or, if there is no Order, then in the
Offering materials. The Capacities for each of our Offerings are at
https://www.splunk.com/en_us/legal/licensed-capacity.html.

C&I Services: As set out in section 8.

Confidential Information: All non-public information disclosed by a party to the
other party, whether orally or in writing, that is designated as "confidential"
or that, given the nature of the information or circumstances surrounding its
disclosure, should reasonably be understood to be confidential. However,
"Confidential Information" does not include any information that: (i) is or
becomes generally known to the public without breach of any obligation owed to
the disclosing party; (ii) was known to the receiving party prior to its
disclosure by the disclosing party without breach of any obligation owed to the
disclosing party; (iii) is received from a third party without breach of any
obligation owed to the disclosing party; or (iv) was independently developed by
the receiving party.

Content Subscription: Your right to receive content applicable to an Offering
(e.g., models, templates, searches, playbooks, rules and configurations, as
described in the Documentation) on a periodic basis over the Term. Content
Subscriptions are provided as an add-on service and are identified in the Order.

Customer Claim: As set out in section 21.1.

Customer Content: Any data in an Offering that has been ingested by you or on
your behalf from your internal data sources.

Delivery: The date of our initial delivery of the license key for the Offering
or, for Hosted Services, the date we make the Offering available to you for
access and use.

Digital Marketplace: An online or electronic marketplace operated or controlled
by a third party where we have authorized the marketing and distribution of our
Offerings.

Documentation: Online user guides, documentation and help and training materials
published on our website (such as at https://docs.splunk.com/Documentation) or
accessible through the Offering, as may be updated by us from time to time.

Enhancement: Updates, upgrades, fixes, enhancements, or modifications to an
Offering made generally commercially available by us to our customers under the
Support Terms.

Export Laws: As set out in section 14.4.

Extension: Any separately downloadable or accessible configuration file, add-on,
plug-in, example module, command, function, playbook, content, or application
that extends the features or functionality of the applicable Offering.

Feedback: Ideas for improvement, suggestions and other feedback you provide to
us in connection with an Offering.

Fees: Fees that are applicable to an Offering, as identified in the Order.

HIPAA: The Health Insurance Portability and Accountability Act of 1996, as
amended, and supplemented by the Health Information Technology for Economic and
Clinical Health Act.

Hosted Service: A technology service hosted by us or on our behalf and provided
to you.

Intellectual Property Rights: All worldwide intellectual property rights
(whether registered or unregistered), including copyrights and other rights in
works of authorship; rights in trademarks, trade names, and other designations
of source or origin; rights in trade secrets and confidential information; and
patents and patent applications.

Internal Business Purpose: Your use of an Offering for the analysis, monitoring
or processing of your own internal IT infrastructure or business operations
based on your data from your systems, networks, and devices. Accordingly,
Internal Business Purpose does not include use of an Offering for purposes such
as: (i) ingesting, analyzing, monitoring, processing or servicing the systems,
networks, devices, or application data of third parties; or (ii) developing,
testing, troubleshooting, or supporting any software or service that competes
with any Offering, or that you use, or intend to use, for a commercial purpose
and that integrates, interoperates with, or constitutes an extension of an
Offering.

ITAR Data: Information protected by the International Traffic in Arms
Regulations.

Nonprofit: A U.S. Federal 501(c)(3), tax-exempt, nonprofit corporation or
association (or other nonprofit entity organized in accordance with the laws of
where your nonprofit entity is registered) that has qualified for a free,
donated Offering in connection with a Splunk donation program.

Offering: Products, services, subscriptions, licenses, and other Splunk
offerings (including any associated components), regardless of how acquired,
whether directly from us or indirectly through another Approved Source. Examples
of Offerings include On-Premises Products, Hosted Services, Support Programs,
Content Subscriptions, and C&I Services.

On-Premises Product: Splunk software that is delivered to you and deployed and
operated by you, or on your behalf, on hardware designated by you, and any
Enhancements that we make available to you.

Open Source Software: Software that is licensed under a license approved by the
Open Source Initiative or similar freeware license, with terms requiring that
such software code be: (i) disclosed or distributed in source code or object
code form; (ii) licensed for the purpose of making derivative works; or (iii)
redistributed under the same license terms.

Order: Our quote or ordering document (including an online order form) accepted
by you via your purchase order or other ordering document submitted to us
(directly or indirectly through another Approved Source) to order Offerings,
which references the Offering, Capacity, pricing and other applicable terms set
out in our quote or ordering document. Orders do not include any preprinted
terms on your purchase order or any other terms on your purchase order that are
additional to, or inconsistent with, these General Terms.

PCI Data: Credit card information within the scope of the Payment Card Industry
Data Security Standard.

PHI: Any protected health information, as defined under HIPAA.

Service Level Schedule: A Splunk policy that applies to the availability and
uptime of a Hosted Service.

Specific Offering Terms: As set out in section 1.5.

Splunkbase: Our online directory of, or platform for, Extensions at
https://splunkbase.splunk.com.

Splunk Extensions: Extensions made available through Splunkbase that are
identified on Splunkbase as built by us (and not by a third party).

Statement of Work: A statement of work or any Order that describes the specific
C&I Services to be performed by us, including any materials and deliverables to
be delivered by us.

Support Policy: Splunk support policy
at https://www.splunk.com/en_us/legal/splunk-software-support-policy.html.

Support Terms: Splunk support terms at
https://www.splunk.com/en_us/legal/support-terms.htm.

Term: Duration of your subscription or license to the Offering that starts and
ends on the date listed on the Order. If no start date is specified in the
Order, the start date will be the Delivery date of the Offering. If no end date
or duration is specified in the Order (or if there is no Order associated with
the Offering), the duration of your subscription or license is limited to 60
days, unless otherwise specified with the Offering or in these General Terms.

Third Party Content: Information, data, technology, or materials made available
to you by any third party that you license and add to a Hosted Service or direct
us to install in connection with a Hosted Service. Examples of Third Party
Content include Third Party Extensions, web-based or offline software
applications, data service or content.

Third Party Extensions: An Extension created by a third party (not by us or our
Affiliate).

Third Party Products: As set out in section 13.3.

Third Party Providers: Your authorized consultants, contractors, and agents.

Trial Offering: An Offering we make available on a trial or evaluation basis.

Usage Data: Data generated from the usage, configuration, deployment, access,
and performance of an Offering.

Use Rights: As set out in section 1.1.