SPLUNK SOFTWARE LICENSE AGREEMENT

THIS SPLUNK SOFTWARE LICENSE AGREEMENT ("AGREEMENT") GOVERNS THE LICENSING, 
INSTALLATION AND USE OF SPLUNK SOFTWARE. BY DOWNLOADING AND/OR INSTALLING 
SPLUNK SOFTWARE: (A) YOU ARE INDICATING THAT YOU HAVE READ AND UNDERSTAND THIS 
AGREEMENT, AND AGREE TO BE LEGALLY BOUND BY IT ON BEHALF OF THE COMPANY, 
GOVERNMENT, OR OTHER ENTITY FOR WHICH YOU ARE ACTING (FOR EXAMPLE, AS AN 
EMPLOYEE OR GOVERNMENT OFFICIAL) OR, IF THERE IS NO COMPANY, GOVERNMENT OR 
OTHER ENTITY FOR WHICH YOU ARE ACTING, ON BEHALF OF YOURSELF AS AN INDIVIDUAL; 
AND (B) YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ACT ON BEHALF 
OF AND BIND SUCH COMPANY, GOVERNMENT OR OTHER ENTITY (IF ANY). 
WITHOUT LIMITING THE FOREGOING, YOU (AND YOUR ENTITY, IF ANY) ACKNOWLEDGE THAT 
BY SUBMITTING AN ORDER FOR THE SPLUNK SOFTWARE, YOU (AND YOUR ENTITY (IF ANY)) 
HAVE AGREED TO BE BOUND BY THIS AGREEMENT.
As used in this Agreement, "Splunk," refers to Splunk Inc., a Delaware 
corporation, with its principal place of business at 270 Brannan Street, San 
Francisco, California 94107, U.S.A.; and "Customer" refers to the company, 
government, or other entity on whose behalf you have entered into this 
Agreement or, if there is no such entity, you as an individual.   

1. DEFINITIONS. Capitalized terms used but not otherwise defined in this 
Agreement have the meanings set forth in Exhibit A.

2. LICENSE GRANTS 
    2.1 Purchased Software. Subject to Customer's compliance with this 
Agreement, including Customer's timely payment of all License Fees, Splunk 
grants to Customer a nonexclusive, worldwide, nontransferable, nonsublicensable 
license during the applicable Term to install and use the Purchased Software 
within the Licensed Capacity solely for Customer's Internal Business Purposes.  
    2.2 Evaluation Software. If the applicable Order specifies that any 
Software is provided under an evaluation license or a free trial license, then 
subject to Customer's compliance with this Agreement, Splunk grants to Customer 
a nonexclusive, worldwide, nontransferable, nonsublicensable license during the 
applicable Term to install and use the Evaluation Software within the Licensed 
Capacity solely for evaluating whether Customer wishes to purchase a commercial 
license for such Software. Notwithstanding anything to the contrary in this 
Agreement, Splunk does not provide maintenance and support (Section 7), 
warranty (Section 10), or indemnification (Section 13) with respect to 
Evaluation Software. 
    2.3 Test and Development Software.  If the applicable Order specifies that 
any Software is provided under a test and development license, then subject to 
Customer's compliance with this Agreement, Splunk grants to Customer a 
nonexclusive, worldwide, nontransferable, nonsublicensable license during the 
applicable Term to install and use the Test and Development Software within the 
Licensed Capacity in a non-production system used for software product 
migration testing, software product pre-production staging, testing new data 
sources, types or use cases, or other non-production use. In no way should the 
Test and Development Software be used for any revenue generation, commercial 
activity or other productive business or purpose.  Notwithstanding anything to 
the contrary in this Agreement, Splunk does not provide warranty (Section 10), 
or indemnification (Section 13) with respect to the Test and Development 
Software. 
    2.4 Free Software. Splunk may make certain Software available for license 
without charge, and such Free Software may have limited features, functions, or 
other limitations of any kind. Subject to Customer's compliance with this 
Agreement, Splunk grants to Customer a nonexclusive, worldwide, 
nontransferable, nonsublicensable license during the applicable Term to install 
and use the Free Software within the Licensed Capacity solely for Customer's 
Internal Business Purposes. Notwithstanding anything to the contrary in this 
Agreement, Splunk does not provide maintenance and support (Section 7), 
warranty (Section 10), or indemnification (Section 13) with respect to Free 
Software. 
    2.5 Content Subscription.  When the applicable Order specifies a Content 
Subscription service as elected by Customer, Splunk will deliver or otherwise 
make available the applicable Content Subscription service to Customer during 
the subscription period, and subject to Customer's compliance with this 
Agreement (including Customer's timely payment of all applicable Content 
Subscription Fees), Splunk grants to such Customer a nonexclusive, worldwide, 
nontransferable, nonsublicensable license during the applicable subscription 
period to install and use the subscribed content solely in connection with the 
designated Purchased Software and solely for Customer's Internal Business 
Purposes.  Such content will be treated as Purchased Software under this 
Agreement except that Section 10 (Warranty) will not apply.
    2.6 Splunk Extensions. Subject to Customer's compliance with this 
Agreement, including Customer's timely payment of all License Fees (if any), 
Splunk grants to Customer a nonexclusive, worldwide, nontransferable, 
nonsublicensable license to use Splunk Extensions solely in connection with 
applicable Software that Customer has licensed from Splunk, subject to the same 
limitations and restrictions (including with respect to Term and Licensed 
Capacity) that apply to the Software with which the Splunk Extensions are used. 
Notwithstanding the foregoing, if any Splunk Extension is provided to Customer 
under a separate license agreement that grants Customer more permissive or 
broader rights with respect to such Splunk Extension (e.g., a separate license 
agreement that is provided to Customer as part of the download process for such 
Splunk Extension), then that separate license agreement, and not this 
Agreement, will govern Customer's installation and use of such Splunk Extension 
(but, for clarity, this Agreement will apply to all other Splunk Extensions).  
    2.7 Customer Extensions. Subject to Customer's compliance with this 
Agreement, Splunk grants to Customer a nonexclusive, worldwide, 
nontransferable, nonsublicensable license (a) to copy, modify and use the 
Splunk Developer Tools solely to develop Extensions for use with the designated 
Software or Splunk Extension ("Customer Extensions"), including to support 
interoperability between the Software or Splunk Extension and Customer's system 
or environment and (b) to distribute the Customer Extensions exclusively for 
the use with the designated Software or Splunk Extension.  The foregoing 
license is subject to the following conditions: (x) Splunk proprietary legends 
or notices contained in the Splunk Developer Tools may not be removed or 
altered when used in or with the Customer Extension; and (y) Customer may not 
make any statement that Customer Extension is certified (unless it is duly 
certified by Splunk through the Splunk App Certification Program) or that its 
performance is guaranteed by Splunk.  Customer retains title to the Customer 
Extensions, subject to Splunk's ownership set forth in Section 5.  If Customer 
allows end users of Customer Extensions to modify or distribute the Customer 
Extensions, Customer shall limit such modification or distribution to use with 
the designated Software or Splunk Extension only, and will flow down the 
conditions in (x) and (y) above to end users of Customer Extensions.  Customer 
agrees to assume full responsibility for the performance and distribution of 
Customer Extensions. 
    2.8 Open Source Software. Customer acknowledges that certain Software may 
contain Open Source Software.  Open Source Software may be identified in the 
end user documentation or in a list of the Open Source Software provided to 
Customer upon Customer's written request.  Any Open Source Software that is 
delivered to Customer as part of Purchased Software, and which may not be taken 
out of the Purchased Software or used separately from the Purchased Software is 
covered by the warranty, support and indemnification provisions applicable to 
Purchased Software. Customer acknowledges that specific terms required by the 
respective licensor of the Open Source Software may apply to the use of Open 
Source Software, which terms shall be included in the documentation; however, 
these terms will not: (a) impose any additional restrictions on Customer's use 
of the Software, or (b) negate or amend Splunk's responsibilities with respect 
to Purchased Software.  

3. LICENSE RESTRICTIONS. Unless otherwise expressly permitted by Splunk, 
Customer will not and Customer has no right to: (a) copy any Splunk Materials 
(except as required to run the Software and for reasonable backup purposes); 
(b) modify, adapt, or create derivative works of any Splunk Materials; (c) 
rent, lease, loan, resell, transfer, sublicense, distribute, disclose or 
otherwise provide any Splunk Materials to any third party; (d) decompile, 
disassemble or reverse-engineer any Splunk Materials, or determine or attempt 
to determine any source code, algorithms, methods or techniques embodied in any 
Splunk Materials, except to the extent expressly permitted by applicable law 
notwithstanding a contractual prohibition to the contrary; (e) access or use 
any Disabled Materials; (f) provide to any third party the results of any 
benchmark tests or other evaluation of any Splunk Materials without Splunk's 
prior written consent; (g) 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, any Splunk Materials (including in 
order to gain access to any Disabled Materials); (h) remove or obscure any 
copyright, trademark, patent, or other proprietary notices, legends or symbols 
from any Splunk Materials; (i) exceed the Licensed Capacity or violate other 
license limitations identified in Exhibit B or elsewhere in this Agreement; (j) 
separately use any of the applicable features and functionalities of the Splunk 
Materials with external applications or code not furnished by Splunk or any 
data not processed by the Software, except otherwise specifically permitted in 
the Documentation; (k) otherwise access or use any Splunk Materials except as 
expressly authorized in this Agreement; or (l) encourage or assist any third 
party to do any of the foregoing. Customer acknowledges that the Software may 
be configured to display warnings, reduce available functionality, and/or cease 
functioning if unauthorized or improper use is detected, including if the Term 
expires or the Licensed Capacity is reached or exceeded. 

4. SERVICE PROVIDERS. Customer may permit its authorized consultants, 
contractors, and agents ("Service Providers") to access and use the Software 
solely on Customer's behalf in connection with providing services to Customer, 
subject to the terms and conditions of this Agreement. Any such access or use 
by a Service Provider will be subject to the same limitations and restrictions 
that apply to Customer under this Agreement, and Customer will be jointly and 
severally liable for any Service Provider's actions relating to or use of the 
Software. For avoidance of doubt, the aggregate use by Customer and all of its 
Service Providers must not exceed the Licensed Capacity and nothing in this 
Section 4 is intended to or will be deemed to increase any Licensed Capacity. 

5. OWNERSHIP. Splunk, its suppliers and/or licensors own all worldwide right, 
title and interest in and to the Splunk Materials, including all related 
Intellectual Property Rights. Except for the licenses expressly granted to 
Customer in Section 2, Customer will not acquire or claim any right, title or 
interest in or to any Splunk Materials or related Intellectual Property Rights, 
whether by implication, operation of law or otherwise. Notwithstanding anything 
to the contrary, the Software is licensed, not sold, to Customer. To the extent 
that Customer provides any Feedback, Customer grants to Splunk a perpetual, 
irrevocable, worldwide, nonexclusive, transferable, sublicensable, 
royalty-free, fully paid-up right and license to use and commercially exploit 
the Feedback in any manner Splunk deems fit.

6. LICENSE AND SUBSCRIPTION FEES. Customer will pay all license fees set forth 
in the Order (the "License Fees") for the Software delivered to Customer no 
later than thirty (30) days after the date of Splunk's applicable invoice.  
Customer will also pay all content subscription fees as may be applicable to 
the Purchased Software, as identified in the Order (the "Content Subscription 
Fees", collectively together with License Fees, the "Fees"). Without limitation 
of Splunk's other termination rights, if Customer fails to pay the Fees when 
due, then Splunk may terminate this Agreement and all licenses granted 
hereunder by notice to Customer. All Fees are non-refundable once paid. Any 
fees and payment terms for Splunk Extensions not included in the Order will be 
as set forth on the download page for such Splunk Extensions. 

7. MAINTENANCE AND SUPPORT. If Customer has purchased support and maintenance 
for the Purchased Software as set forth in the Order (the "Support Services"), 
then Splunk will provide the level of support and maintenance included in the 
Order in accordance with the terms and conditions set forth in Exhibit C. 

8. CONFIGURATION SERVICES. Subject to Customer's payment of applicable fees, 
Splunk will provide the deployment, usage assistance, configuration, and/or 
training services (if any) set forth in the Order (the "Professional Services") 
in accordance with Splunk's standard professional services terms and 
conditions, which terms and conditions are hereby incorporated by reference and 
made a part of this Agreement. 

9. SOFTWARE VERIFICATION AND AUDIT. At Splunk's request, Customer will furnish 
Splunk with a certification signed by Customer's authorized representative 
verifying that the Software is being used in accordance with this Agreement and 
the applicable Order. Also, if Customer has purchased an offering that requires 
usage reporting as identified in the Order, Customer agrees to provide such 
reporting pursuant to the requirements set forth by Splunk. Upon at least ten 
(10) days' prior written notice to Customer, Splunk may audit Customer's (and 
its Service Providers') use of the Software to ensure that Customer (and such 
Service Providers) are in compliance with this Agreement and the applicable 
Order. Any such audit will be conducted during regular business hours at 
Customer's (and/or its Service Providers) facilities, will not unreasonably 
interfere with Customer's (or its Service Providers') business and will comply 
with Customer's (or its Service Providers') reasonable security procedures. 
Customer will (and will ensure that its Service Providers) provide Splunk with 
reasonable access to all relevant records and facilities reasonably necessary 
to conduct the audit. If an audit reveals that Customer (and/or any Service 
Provider) has exceeded the Licensed Capacity or the scope of Customer's license 
grant during the period audited, then Splunk will invoice Customer, and 
Customer will promptly pay Splunk any underpaid Fees based on Splunk's price 
list in effect at the time the audit is completed. If the excess usage exceeds 
ten percent (10%) of the Licensed Capacity, then Customer will also pay 
Splunk's reasonable costs of conducting the audit. Customer will ensure that 
its Service Providers provide Splunk with the access described in this Section 
9. This Section 9 will survive expiration or termination of this Agreement for 
a period of three (3) years. 

10. WARRANTY. Splunk warrants that for a period of thirty (30) days from the 
Delivery of Purchased Software, the Purchased Software will substantially 
perform the material functions described in Splunk's user documentation for 
such Purchased Software, when used in accordance with the user documentation. 
The sole liability of Splunk (and its Affiliates and suppliers/licensors), and 
Customer's sole remedy, for any failure of the Purchased Software to conform to 
the foregoing warranty, is for Splunk to do one of the following (at Splunk's 
sole option and discretion): (a) modify, or provide an Enhancement for, the 
Purchased Software so that it conforms to the foregoing warranty, (b) replace 
Customer's copy of the Purchased Software with a copy that conforms to the 
foregoing warranty, or (c) terminate the license with respect to the 
non-conforming Purchased Software and refund the License Fees paid by Customer 
for such non-conforming Purchased Software.  All warranty claims must be made 
by written notice from Customer to Splunk on or before the expiration of the 
warranty period, as detailed in Section 23.2 below. 

11. WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10 ABOVE, THE 
SPLUNK MATERIALS, OPEN SOURCE SOFTWARE, THIRD PARTY CONTENT, SUPPORT SERVICES 
AND PROFESSIONAL SERVICES ARE PROVIDED "AS IS" WITH NO WARRANTIES WHATSOEVER, 
EXPRESS OR IMPLIED. TO THE FULL EXTENT PERMITTED BY LAW, SPLUNK AND ITS 
SUPPLIERS AND LICENSORS DISCLAIM ALL WARRANTIES OTHER THAN AS EXPRESSLY SET 
FORTH IN SECTION 10, 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. WITHOUT LIMITATION OF THE GENERALITY OF THE FOREGOING, SPLUNK DOES NOT 
WARRANT THAT USE OF THE SOFTWARE WILL BE UNINTERRUPTED, ERROR FREE OR SECURE, 
OR THAT ALL DEFECTS WILL BE CORRECTED. 

12. LIMITATION OF LIABILITY. TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW AND 
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR 
LIMITATION OF LIABILITY: (A) SPLUNK AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, 
DIRECTORS, EMPLOYEES, AGENTS, PARTNERS (INCLUDING AUTHORIZED PARTNERS AS 
DEFINED IN SECTION 21 BELOW) AND LICENSORS (THE "SPLUNK ENTITIES") WILL NOT BE 
LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES 
(INCLUDING ANY DAMAGES ARISING FROM LOSS OF USE, LOSS OF DATA, LOST PROFITS, 
LOST REVENUE, BUSINESS INTERRUPTION, OR COSTS OF PROCURING SUBSTITUTE SOFTWARE 
OR SERVICES) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER 
HEREOF; AND (B) SPLUNK ENTITIES' TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR 
RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF WILL NOT EXCEED THE 
AMOUNTS PAID BY CUSTOMER TO SPLUNK FOR THE PURCHASED SOFTWARE IN THE TWELVE 
(12) MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY, IN EACH OF THE 
FOREGOING CASES (A) AND (B), REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM 
CONTRACT, INDEMNIFICATION, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT 
LIABILITY OR OTHERWISE, AND REGARDLESS OF WHETHER SPLUNK HAS BEEN ADVISED OF 
THE POSSIBILITY OF SUCH LOSS OR DAMAGE. IN ADDITION, CUSTOMER, AND NOT SPLUNK, 
IS SOLELY RESPONSIBLE FOR THE ACCURACY, QUALITY AND SECURITY OF CUSTOMER'S DATA 
AND FOR MAINTAINING A BACKUP OF ALL SUCH DATA, AND FOR ENSURING THE SECURITY 
AND INTEGRITY OF CUSTOMER'S (AND ITS SERVICE PROVIDER'S) DATA, COMPUTERS, 
NETWORKS AND SYSTEMS (INCLUDING WITH RESPECT TO PROTECTING AGAINST VIRUSES AND 
MALWARE). 

13. INDEMNITY. Splunk will defend Customer against any claim, demand, suit or 
proceeding brought against Customer by a third party alleging that Purchased 
Software infringes or misappropriates such third party's Intellectual Property 
Rights ("Claim"), and Splunk will pay all damages finally awarded against 
Customer by a court of competent jurisdiction as a result of such Claim, 
subject to the other terms and conditions of this Agreement. Notwithstanding 
the foregoing, Splunk has no obligation to indemnify Customer with respect to: 
(a) use of the Purchased Software in a manner that is not permitted under the 
Agreement or that is inconsistent with Splunk's applicable user documentation; 
(b) modifications to the Splunk Materials made by anyone other than Splunk; (c) 
the combination of Software with hardware or software not made by Splunk, or 
with third-party services, processes or materials where the infringement or 
misappropriation would not occur but for such combination; (d) Customer's 
continued use of the Purchased Software or other allegedly infringing activity 
after receiving notice of the alleged infringement; or (e) any version of the 
Purchased Software that is no longer supported by Splunk ((a) through (e), 
collectively, "Excluded Matters"). If an applicable Claim is made or appears 
likely to be made, Splunk may, at its option and expense, modify the affected 
Purchased Software so that it is noninfringing, or replace it with 
substantially functionally equivalent software. If Splunk determines that 
neither is reasonably feasible, Splunk may terminate Customer's applicable 
license and refund Customer a pro rata refund of the Fees previously paid by 
Customer, which will be calculated using the remainder of the license term 
(beginning with the date of Splunk's receipt of notice of the applicable 
Claim), or if the Purchased Software is licensed under a perpetual license, a 
refund of Fees previously paid by Customer, less straight-line depreciation on 
a three-year basis from the Delivery of the applicable Software. The 
obligations set forth in this Section constitute Customer's sole and exclusive 
remedy, and Splunk's entire liability, with respect to any Claims that the 
Purchased Software infringes any third party's Intellectual Property Rights. 
Customer will defend Splunk against any Claim brought against Splunk by a third 
party arising out of or relating to any Excluded Matter or any Customer 
Extension, and Customer will pay all damages finally awarded against Splunk by 
a court of competent jurisdiction as a result of such Claim. Each party's 
indemnity obligations set forth in this Section 13 are conditioned upon the 
party seeking indemnification (x) providing prompt written notice to the other 
party of the applicable Claim; (y) giving the indemnifying party sole control 
of the defense and/or settlement of the Claim, except that: (i) the indemnified 
party may participate in the defense with counsel of its choice at its own 
expense, and (ii) the indemnifying party will not agree to any settlement that 
imposes a material obligation on the indemnified party without the indemnified 
party's prior written consent (not to be unreasonably withheld or delayed), and 
(z) providing reasonable cooperation and assistance in the defense and 
negotiations. 

14. CONFIDENTIAL INFORMATION. 
    14.1 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 will include the Splunk 
Materials (including any license keys).
    14.2 Use and Disclosure Restrictions. The party receiving Confidential 
Information ("Recipient") agrees: (a) to maintain the Confidential Information 
of the party disclosing such information (the "Discloser") in strict 
confidence; (b) not to disclose such Confidential Information to any third 
parties; and (c) not to use any such Confidential Information for any purpose 
other than to exercise its rights or perform its obligations under this 
Agreement. 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 subcontractors (collectively, "Representatives"), who have a bona fide need 
to know such Confidential Information, provided that each such Representative 
is bound by a legal obligation as protective of the other party's Confidential 
Information as those set forth herein. Recipient's obligations under this 
Section 14 will continue in effect for a period of three (3) years from the 
date of last disclosure of Confidential Information by Discloser, except that 
Customer's obligations under this Section 14 will continue in effect in 
perpetuity with respect to Splunk Materials. 
    14.3 Exclusions. The obligations of Recipient under Section 14.1 will not 
apply to any Confidential Information that: (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 Recipient 
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 without access, use or reference to any Confidential Information of 
Discloser. 
    14.4 Required Disclosures. The provisions of Section 14.1 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, provided that, to the extent permissible 
under law, Recipient uses reasonable efforts to give Discloser advance notice 
of such required disclosure in order to enable Discloser to prevent or limit 
disclosure.
    14.5 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.
    14.6 Injunctive Relief. Recipient agrees that, due to the unique nature of 
the Confidential Information, the unauthorized disclosure or use of the 
Confidential Information will cause irreparable harm and significant injury to 
Discloser, the extent of which will be difficult to ascertain and for which 
there will be no adequate remedy at law. Accordingly, Recipient agrees that 
Discloser, in addition to any other available remedies, will have the right to 
an immediate injunction and other equitable relief enjoining any breach or 
threatened breach of this Section 14, without the necessity of posting any bond 
or other security. Recipient will notify Discloser in writing immediately upon 
Recipient's becoming aware of any such breach or threatened breach.

15. TERM. This Agreement will commence upon Splunk's first Delivery of the 
Software specified in the Order (or, Splunk's other initial delivery of the 
Software to Customer) and will remain in effect until the expiration of the 
applicable Software license term, unless earlier terminated pursuant to Section 
16 (the "Term"). For the avoidance of doubt, termination of a license term 
shall not affect the term of any other licenses applicable to other Splunk 
products and services that Customer has purchased. Further, termination of a 
Content Subscription shall not affect the term of the base license applicable 
to the Software that Customer has purchased.
    15.1 Purchased Software, etc. Unless otherwise indicated in the Order, the Term 
for Purchased Software, Free Software, Splunk Extensions and Splunk Developer 
Tools, if applicable, will continue indefinitely, unless and until terminated 
pursuant to Section 16. If the Order indicates a Term of a specific duration 
for any of the foregoing, the licenses granted to Customer for such Purchased 
Software or Free Software will terminate automatically upon expiration of such 
Term. Upon expiration of any Term, the applicable Software will stop working 
automatically. 
    15.2 Evaluation Software. If Customer is granted a license for Evaluation 
Software, then the Term for such Evaluation Software will be specified in the 
Order or with the license key. If no such term is specified, the Term for 
Evaluation Software is thirty (30) days from the date the license key is 
delivered. Any license keys provided for Evaluation Software will automatically 
expire and cause the Evaluation Software to become non-operational at the end 
of the Term. If Customer wishes to use the Evaluation Software after the Term 
expires, then Customer must obtain the applicable paid license. 

16. TERMINATION. Either party may terminate this Agreement by written notice to 
the other party if the other party materially breaches this Agreement and does 
not cure the breach within thirty (30) days of receiving written notice of the 
breach pursuant to Section 23.2 below. In addition, Splunk may immediately 
terminate this Agreement (in whole or in part, including with respect to any 
Term) by written notice to Customer (a) if Customer materially breaches Section 
3, and (b) as set forth in Section 6. Splunk may also terminate Customer's 
license to any Evaluation Software at any time with or without cause by notice 
to Customer. If Customer is the Government, then termination terms and 
conditions will be governed by 48 C.F.R. ? 52.212-4. Upon any expiration or 
termination of this Agreement, the rights and licenses granted to Customer 
hereunder will automatically terminate, and Customer agrees to cease 
immediately using the Splunk Materials and to return or destroy all copies of 
the Splunk Materials and other Splunk Confidential Information in Customer's 
possession or control, and certify in writing the completion of such return or 
destruction in accordance with Section14.5. Upon termination of this Agreement, 
Splunk will have no obligation to refund any Fees or other amounts received 
from Customer during the Term, and notwithstanding any early termination above, 
Customer shall still be required to pay all Fees payable under an Order (i.e., 
no such early termination shall relieve Customer of its obligations to pay all 
Fees payable under an Order) unless otherwise provided in this Agreement. 
Termination of Support and Maintenance Terms and Conditions due to Splunk's 
breach is provided in Section 3.2 of Exhibit C. Section 1 (Definitions), 
Section 5 (Ownership), Section 9 (Software Verification and Audit), Section 11 
(Warranty Disclaimer), Section 12 (Limitation of Liability), Section 13 
(Indemnity), Section 14 (Confidentiality), Section 16 (Termination) and 
Sections 17 (Export) through 23 (General) will survive any expiration or 
termination of this Agreement. 

17. EXPORT. Customer will comply fully with all relevant export laws and 
regulations of the United States and any other country ("Export Laws") where 
Customer uses any of the Splunk Materials. Customer certifies that Customer is 
not on any of the relevant U.S. government lists of prohibited persons, 
including the Treasury Department's List of Specially Designated Nationals and 
the Commerce Department's List of Denied Persons or Entity List. Customer 
further certifies that Customer will not export, re-export, ship, transfer or 
otherwise use the Splunk Materials in any country subject to an embargo or 
other sanction by the United States, and that Customer will not use the Splunk 
Materials for any purpose prohibited by the Export Laws, including, but not 
limited to, nuclear, chemical, missile or biological weapons related end uses.

18. GOVERNMENT END USER RIGHTS. Customer acknowledges that all Splunk Materials 
were developed entirely at private expense and that no part of the Splunk 
Materials was first produced in the performance of a government contract. 
Customer agrees that all Splunk Materials and any derivatives thereof are 
"Commercial Items" as defined in 48 C.F.R. ? 2.101, and if Customer is the 
Government, then such use, duplication, reproduction, release, modification, 
disclosure or transfer of this commercial product and data, is restricted in 
accordance with 48 C.F.R. ? 12.211, 48 C.F.R. ? 12.212, 48 C.F.R. ? 227.7102-2, 
and 48 C.F.R. ? 227.7202, as applicable. Consistent with 48 C.F.R. ? 12.211, 48 
C.F.R. ? 12.212, 48 C.F.R. ? 227.7102-1 through 48 C.F.R. ? 227.7102-3, and 48 
C.F.R. ?? 227.7202-1 through 227.7202-4, as applicable, the Splunk Materials 
are licensed to Government end users (a) only as Commercial Items and (b) with 
only those rights as are granted to all other users pursuant to this Agreement 
and any related agreement(s), as applicable. Accordingly, Customer will have no 
rights in the Splunk Materials except as expressly agreed to in writing by 
Customer and Splunk. 

19. PUBLICITY. Customer agrees that Splunk may publish a brief description of 
Customer's deployment of the Software and identify Customer as a Splunk 
customer on any of Splunk's websites, client lists, press releases, and/or 
other marketing materials.

20. THIRD PARTY CONTENT DISCLAIMER. Certain Extensions and other materials 
available for download on Splunkbase are developed and/or provided by third 
parties ("Third-Party Content"). Splunk makes such Third-Party Content 
available for download on Splunkbase as a convenience to its customers, but 
Splunk neither controls nor endorses, nor is Splunk responsible for, any 
Third-Party Content, including the accuracy, integrity, quality, legality, 
usefulness or safety of Third-Party Content. Certain Third-Party Content may, 
among other things, be inaccurate, nonfunctional, infringing or dangerous. 
Nothing in this Agreement or on Splunkbase will be deemed to be a 
representation or warranty by Splunk with respect to any Third-Party Content, 
even if a particular Extension or other item of Third-Party Content is 
identified as "certified" for use with Software. Splunk has no obligation to 
monitor Third-Party Content, and Splunk may block or disable access to any 
Third-Party Content at any time. In addition, the availability of any 
Third-Party Content through Splunkbase does not imply Splunk's endorsement of, 
or affiliation with, any provider of such Third-Party Content, nor does such 
availability create any legal relationship between Customer and any such 
provider. Customer's use of Third-Party Content is at Customer's own risk and 
may be subject to any additional terms, conditions and policies applicable to 
such Third-Party Content (such as license terms, terms of service or privacy 
policies of the providers of such Third-Party Content). 

21. AUTHORIZED PARTNERS. If Customer acquired the Software through an 
authorized reseller, partner or OEM of Splunk ("Authorized Partner") then, 
notwithstanding anything to the contrary in this Agreement: (a) Customer's use 
of the Software is subject to any additional terms in the agreement provided by 
the Authorized Partner; (b) Customer agrees to pay the Authorized Partner the 
Fees and other applicable fees, and Customer will have no direct Fee payment 
obligations to Splunk for such Software; (c) Customer's agreement with the 
Authorized Partner is between Customer and the Authorized Partner and is not 
binding on Splunk; and (d) Splunk may terminate this Agreement (including 
Customer's right to use the Software) if Splunk does not receive payment for 
Customer's use of the Software from the Authorized Partner or if Customer 
breaches any term of this Agreement. If Customer's warranty and support terms 
stated in its agreement with the Authorized Partner are different from those 
set forth in this Agreement, then such different terms are solely between 
Customer and the Authorized Partner and Splunk will have no obligations to 
Customer under this Agreement with respect to such different terms. Except as 
set forth in the preceding sentence, if there is any conflict or inconsistency 
between this Agreement and Customer's agreement with Authorized Partner, then 
this Agreement will control (and will resolve such inconsistency) as between 
Splunk and Customer.

22. CHOICE OF LAW AND DISPUTES. Unless Customer is the Government, this 
Agreement will be governed by and construed in accordance with the laws of the 
State of California, as if performed wholly within the state and without giving 
effect to the conflicts of law principles of any jurisdiction or the United 
Nations Convention on Contracts for the International Sale of Goods, the 
application of which is expressly excluded. Any legal action or proceeding 
arising under this Agreement will be brought exclusively in the federal or 
state courts located in San Francisco, California, and the parties hereby 
consent to personal jurisdiction and venue therein (except that Splunk may seek 
injunctive relief to prevent improper or unauthorized use or disclosure of any 
Splunk Materials in any court of competent jurisdiction). If Customer is the 
Government, this Agreement will be governed by and interpreted in accordance 
with the Contract Disputes Act of 1978, as amended (41 U.S.C. ?? 7101-7109). 
Failure of the parties to reach agreement on any request for equitable 
adjustment, claim, appeal, or action arising under or relating to this 
Agreement will be a dispute to be resolved in accordance with the clause at 48 
C.F.R ? 52.233-1, which is incorporated in this Agreement by reference. 

23. GENERAL. 
    23.1 Purchase Order. Customer's issuance of a purchase order constitutes 
acceptance of this Agreement notwithstanding anything to the contrary in such 
purchase order. If any purchase order contains any terms or conditions that are 
different from or additional to the terms and conditions set forth in this 
Agreement, then Splunk expressly rejects such different or additional terms and 
conditions, and such different or additional terms and conditions will not 
become a part of the agreement between the parties notwithstanding any 
subsequent acknowledgement, invoice or license key that Splunk may issue.
    23.2 Notices. All notices required or permitted under this Agreement will 
be in writing and delivered in person, by confirmed facsimile transmission, by 
overnight delivery service, or by registered or certified mail, postage prepaid 
with return receipt requested, and in each instance will be deemed given upon 
receipt. All communications will be sent to the addresses set forth in the 
applicable Order or to such other address as may be specified by either party 
to the other party in accordance with this Section. 
    23.3 Assignment. Customer may not assign, delegate or transfer this 
Agreement, in whole or in part, by agreement, operation of law or otherwise 
without the prior written consent of Splunk. Splunk may assign this Agreement 
in whole or in part to an Affiliate or in connection with an internal 
reorganization or a merger, acquisition, or sale of all or substantially all of 
Splunk's assets to which this Agreement relates. Splunk may also assign its 
rights to receive payment due as a result of performance of this Agreement to a 
bank, trust company, or other financing institution, including any federal 
lending agency in accordance with the Assignment of Claims Act (31 U.S.C. ? 
3727) and may assign this Agreement in accordance with the provisions at 48 
C.F.R ? 42.12, as applicable. Any attempt to assign this Agreement other than 
as permitted herein will be null and void. Subject to the foregoing, this 
Agreement will bind and inure to the benefit of the parties' permitted 
successors and assigns. 
    23.4 Rights and Remedies. Except as otherwise expressly set forth in this 
Agreement, the rights and remedies of either party as set forth in this 
Agreement are not exclusive and are in addition to any other rights and 
remedies now or hereafter provided by law or at equity. 
    23.5 Waiver; Severability. The waiver by either party of a breach of or a 
default under this Agreement will not be effective unless in writing. The 
failure by either party to enforce any provisions of this Agreement will not 
constitute a waiver of any other right hereunder or of any subsequent 
enforcement of that or any other provisions. If a court of competent 
jurisdiction holds any provision of this Agreement invalid or unenforceable, 
the remaining provisions of the Agreement will remain in full force and effect, 
and the provision affected will be construed so as to be enforceable to the 
maximum extent permissible by law. 
    23.6 Interpretation. For purposes of interpreting this Agreement, (a) 
unless the context otherwise requires, the singular includes the plural, and 
the plural includes the singular; (b) unless otherwise specifically stated, the 
words "herein," "hereof," and "hereunder" and other words of similar import 
refer to this Agreement as a whole and not to any particular section or 
paragraph; (c) the words "include" and "including" will not be construed as 
terms of limitation, and will therefore mean "including but not limited to" and 
"including without limitation"; (d) unless otherwise specifically stated, the 
words "writing" or "written" mean preserved or presented in retrievable or 
reproducible form, whether electronic (including email but excluding voice 
mail) or hard copy; (e) the captions and section and paragraph headings used in 
this Agreement are inserted for convenience only and will not affect the 
meaning or interpretation of this Agreement; and (f) the references herein to 
the parties will refer to their permitted successors and assigns.
    23.7 Data Collection; Privacy. From time to time, Splunk may collect and 
process technical and related information about Customer's use of the Software, 
which may include Internet protocol addresses, hardware identification, 
operating system, application software, session data and other usage 
information, and use this information to support and troubleshoot issues, 
provide updates, invoice, analyze trends and improve Splunk's products or 
services. Such information will be subject to the Splunk Privacy Policy, which 
policy is hereby incorporated by reference and made a part of this Agreement. 
    23.8 Integration; Entire Agreement. This Agreement along with any 
additional terms incorporated herein by reference, including the Order and the 
Exhibits hereto, constitute the complete and exclusive understanding and 
agreement between the parties and supersedes any and all prior or 
contemporaneous agreements, communications and understandings, written or oral, 
relating to their subject matter. Any waiver, modification or amendment of any 
provision of this Agreement will be effective only if in writing and signed by 
duly authorized representatives of both parties. Any terms and conditions 
contained or referenced by either party in a quote, purchase order, acceptance, 
invoice or any similar document purporting to modify the terms and conditions 
contained in this Agreement will be disregarded and have no effect unless 
otherwise expressly agreed to by the parties in accordance with the preceding 
sentence.  

EXHIBIT A
DEFINITIONS
1. "Affiliate," with respect to a party, means a corporation, partnership or 
other entity controlling, controlled by or under common control with such 
party, but only so long as such control continues to exist. For purposes of 
this definition, "control" means ownership, directly or indirectly, of greater 
than fifty percent (50%) of the voting rights in such entity (or, in the case 
of a noncorporate entity, equivalent rights).
2. "Authorized Partner" has the meaning set forth in Section 21.
3. "Claim" has the meaning set forth in Section 13.
4. "Confidential Information" has the meaning set forth in Section 14.1. 
5. "Content Subscription" means certain entitlement for Customer to receive a 
collection of updated contents applicable to the Purchased Software (such as 
models, rules and configurations, as further described in the relevant end user 
documentation for the Purchased Software) on a periodic basis for the duration 
of the subscription period.  This can be purchased as an add-on service to the 
term license or perpetual license to the applicable Purchased Software as 
identified in the Order.
6. "Content Subscription Fees" has the meaning set forth in Section 6.
7. "Customer Extensions" has the meaning set forth in Section 2.7. 
8. "Delivery" means the date of Splunk's initial delivery of the license key 
for the applicable Software or otherwise making the applicable Software 
available for download by Customer.
9. "Disabled Materials" means certain materials (including programs, modules or 
components, functionality, features, documentation, content or other materials) 
that may be contained in or provided with the Software as part of the delivery 
mechanism used by Splunk, but that are disabled or hidden in Customer's 
setting, because Customer either: (a) does not have the relevant license or 
license key, or (b) has not paid the applicable Fees, for those materials.
10. "Enhancements" means any updates, upgrades, releases, fixes, enhancements 
or modifications to the Purchased Software made generally commercially 
available by Splunk to its support customers under the terms and conditions set 
forth in Exhibit C. 
11. "Evaluation Software" means Software that is specified in an Order as 
provided under an evaluation license or a free trial license.
12. "Excluded Matters" has the meaning set forth in Section 13.
13. "Extension" means any separately downloadable suite, configuration file, 
add-on, technical add-on, example module, command, function or application that 
extends the features or functionality of the applicable Software. 
14. "Feedback" means all suggestions for improvement or enhancement, 
recommendations, comments, opinions, code, input, ideas, reports, information, 
know-how or other feedback provided by Customer (whether in oral, electronic or 
written form) to Splunk in connection with Splunk's Software.  Feedback does 
not include any data, results or output created or generated by Customer using 
the Software, unless specifically submitted or communicated by Customer to 
Splunk as part of the Feedback.  
15.  "Free Software" means Software that is specified in an Order as provided 
to Customer without charge (other than Evaluation Software).
16. "Government" means an agency, department, or instrumentality of the United 
States government.
17. "Intellectual Property Rights" means all patent, copyright, trademark, and 
trade secret rights and other intellectual property and proprietary rights, 
whether registered or unregistered.
18. "Internal Business Purpose" means Customer's use for its own internal 
business operations on Customer's systems, networks and devices with Customer's 
data. Such use does not include use by Customer on a service bureau basis or 
otherwise to provide services to, or process data for, any third party. 
19. "Licensed Capacity" means the maximum usage of the Software (e.g., 
aggregate daily volume of data indexed, based on source types, number of Nodes, 
number of monitored accounts, number of users, etc.) that is permitted under 
the type of license included in the applicable Order. The Licensed Capacity 
associated with each Purchased Software is set forth in Exhibit B. 
20. "License Fees" has the meaning set forth in Section 6. 
21. "Open Source Software" means software or similar subject matter that is 
distributed under an open source license such as (by way of example only) the 
GNU General Public License, GNU Lesser General Public License, Apache License, 
Mozilla Public License, BSD License, MIT License, Common Public License, any 
derivative of any of the foregoing licenses, or any other license approved as 
an open source license by the Open Source Initiative.
22. "Order" means Splunk's quote, statement of work, or ordering document 
accepted by Customer or Customer's purchase order or other ordering document 
submitted to Splunk (directly or indirectly through an Authorized Partner) to 
order Splunk Materials or services, which references the products, services, 
pricing and other applicable terms set forth in an applicable Splunk quote or 
ordering document. 
23. "Professional Services" has the meaning set forth in Section 8.
24. "Purchased Software" means Software that is licensed to Customer and for 
which Customer has paid a License Fee to Splunk, whether directly or through an 
Authorized Partner. 
25.  "Service Providers" has the meaning set forth in Section 4.
26. "Splunkbase" means Splunk's online directory of or platform for Extensions, 
currently located at https://splunkbase.splunk.com/ and any and all successors, 
replacements, new versions, derivatives, updates and upgrades thereto.
27. "Splunk Developer Tool" means the standard application programming 
interface or configuration and related materials identified and provided by 
Splunk for and with the applicable Software to enable the creation of 
Extensions or otherwise support interoperability between the Software and 
Customer's system or environment.
28. "Splunk Extensions" means Extensions made available through Splunkbase that 
are identified on Splunkbase as published by Splunk (and not by any third 
party).
29. "Splunk Materials" mean the Software, Software license keys, Splunk 
Developer Tools, Splunk Extensions and end user documentation relating to the 
foregoing. 
30. "Software" means the Software products listed in an Order and any 
Enhancements thereto made available to Customer by Splunk. 
31. "Support Fees" has the meaning set forth in Exhibit C.
32. "Support Services" has the meaning set forth in Section 7. 
33. "Term" has the meaning set forth in Section 15. 
34. "Test and Development Software" means Software that is specified in an 
Order as provided under a test and development license. 
35. "Third-Party Content" has the meaning set forth in Section 20. 


EXHIBIT B
LICENSED CAPACITY
The Licensed Capacity and other license limitations associated with each 
Purchased Software can be found here: 
https://www.splunk.com/en_us/legal/licensed-capacity.html  


EXHIBIT C
SPLUNK INC.
SUPPORT AND MAINTENANCE TERMS AND CONDITIONS
Customer agrees that the following terms and conditions ("Terms and 
Conditions") will govern the delivery of any support and/or maintenance 
services by Splunk ("Support") listed on an Order entered into pursuant to the 
Software License Agreement (the "Agreement") to which these Terms and 
Conditions are attached and made a part thereof. Subject to Customer's 
termination rights set forth in the Agreement, ordering any Support from Splunk 
or any Authorized Partner indicates Customer's acceptance of these Terms and 
Conditions. These Terms and Conditions are effective upon receipt and 
confirmation of acceptance of Customer's purchase order by Splunk or an 
Authorized Partner (the "Effective Date"). 
1. DEFINITIONS. Unless otherwise defined in these Terms and Conditions, 
capitalized terms have the meanings set forth in the Agreement. 
2. SUPPORT AND MAINTENANCE. 
    2.1 Services. Subject to Customer's timely payment of the applicable annual 
Support fees set forth in the Order (the "Support Fees"), Splunk will provide 
the level of Support identified in the Order in accordance with the Support 
descriptions set forth below. No other maintenance or support for the Software 
is included.
    2.2 Support Fees. Support Fees will be due and payable in accordance with the 
Order. Splunk will notify (electronically or otherwise) Customer of the 
then-current annual Support Fee for Customer's level of Support in each notice 
of term renewal. Support Fees are non-refundable once paid. 
    2.3 Exclusions. Splunk will have no obligation of any kind to provide Support 
for issues caused by or arising out of any of the following (each, a 
"Licensee-Generated Error"): (i) modifications to the Software not made by 
Splunk; (ii) use of the Software other than as authorized in the Agreement or 
as provided in the documentation for the Software; (iii) damage to the machine 
on which the Software is installed; (iv) Customer's continued failure to use 
the Software without reference to the documentation; (v) versions of the 
Software other than the Supported Version (defined in Section 2.6.8); (vi) 
third-party products not expressly supported by Splunk and described in the 
documentation; or (vii) conflicts related to replacing or installing hardware, 
drivers, and software that are not expressly supported by Splunk and described 
in the documentation. If Splunk determines that support for an issue caused by 
a Licensee-Generated Error, Splunk will notify Customer as soon as reasonably 
possible under the circumstances. If Customer agrees that Splunk should provide 
support for the Licensee-Generated Error via a confirming email, then Splunk 
will have the right to invoice Customer at Splunk's then-current time and 
materials rates for any such support provided by Splunk.
    2.4 Support for Splunk Extensions. Subject to Customer's payment of the 
applicable annual Support Fees, if Customer are a licensee of a Splunk 
Extension supported by Splunk, Splunk will provide an Initial Response and 
Acknowledgement in accordance with P3 terms as described in Section 2.6.3 
below. Updates for the Software will be provided when made available. No other 
sections in these Terms and Conditions apply to Splunk Extensions.
    2.5 Restrictions. Support is delivered only in English unless Customer is in a 
location where Splunk has made localized Support available. 
    2.6 Support Descriptions. 
        2.6.1 Splunk Support. Customer's Order will identify the level of Support 
Customer purchases for the applicable Purchased Software. A summary of the 
different support programs and levels are described here: 
http://www.splunk.com/en_us/support-and-services/support-programs.html. Support 
cases are handled based on case priority levels as described in Section 2.6.2. 
When submitting a case, Customer will select the priority for initial response 
by logging the case online, in accordance with the priority guidelines set 
forth in Section 2.6.2. When the case is received, Splunk Support may change 
the priority if the issue does not conform to the criteria for the selected 
priority and will provide Customer with notice (electronic or otherwise) of 
such change.   
        2.6.2 Case Priority Levels. Case priorities are assigned based on the technical 
importance of the problem on Customer's Splunk environment. 
P1 = A production installation of Purchased Software is completely inaccessible 
or the majority of its functionality is unusable. 
P2 = One or more key features of Purchased Software are unusable. 
P3 = Any other case where a Purchased Software feature is not operating as documented. 
P4 = General questions and requests for enhancements to the Purchased Software.
        2.6.3 Target Fix, Workaround, Escalation and Response Times.
Initial Response & Acknowledgment,                  Targeted Fix Date or Workaround, 
by case priority                                    by case priority
----------------------------------                  --------------------------------
P1: 4 hours                                         P1: 1 day 
P2: Next business day                               P2: 1 week 
P3: Two business days                               P3: Next release 
P4: Two business days                               P4: At Splunk's discretion 

Escalation, by case priority                        Status Updates for Open Cases, by case priority 
----------------------------                        -----------------------------------------------
P1: Manager: Immediate / VP: 1 business day         P1: Daily
P2: Manager: 1 business day / VP: 1 week            P2: Weekly 
P3: VP Product Management reviews all open bugs     P3: None 
    quarterly
P4: VP Product Management reviews all enhancement   P4: None 
    requests quarterly

        2.6.4 Authorized Support Contacts. Support will be provided solely to the 
authorized individual(s) specified by Customer that Splunk will communicate 
with that individual(s) when providing Support ("Support Contacts"). Splunk 
strongly recommends that Customer's Support Contact(s) be trained on the 
Purchased Software. Customer's Order will indicate a maximum number of 
authorized Support Contacts for Customer's license level. Customer will be 
asked to designate Customer's authorized support contacts, including their 
primary email address and Splunk.com login ID, following Splunk's 
acknowledgment of Customer's Order. 
        2.6.5 Defect Resolution. Should Splunk in its sole judgment determine that 
there is a defect in the Purchased Software, it will, at its sole option, 
repair that defect in the version of the Software that Customer is currently 
using or instruct Customer to install a newer version of the Software with that 
defect repaired. Splunk reserves the right to provide Customer with a 
workaround in lieu of fixing a defect should it in its sole judgment determine 
that it is more effective to do so. 
        2.6.6 Support Hours. Support is provided via telephone, email and web portal. 
Support will be delivered by a member of Splunk's technical support team during 
the regional hours of operation listed below.
Enterprise Support                         Global Support
------------------                         --------------
P1: 24 x 7                                 P1: 24 x 7
P2: Monday through Friday by region        P2: 24 hours per day during the five 
(North America, APAC and EMEA) during      business days (Monday through Friday), 
standard business hours (8 am to 5 pm);    excluding Splunk holidays
excluding Splunk holidays
P3: Monday through Friday by region        P3: 24 hours per day during the five 
(North America, APAC and EMEA) during      business days (Monday through Friday), 
standard business hours (8 am to 5 pm);    excluding Splunk holidays
excluding Splunk holidays
P4: Monday through Friday by region        P4: Monday through Friday by region 
(North America, APAC and EMEA) during      (North America, APAC and EMEA) during 
standard business hours (8 am to 5 pm);    standard business hours (8 am to 5 pm); 
excluding Splunk holidays                  excluding Splunk holidays

        2.6.7 Customer's Obligation to Assist. Should Customer report a purported 
defect in the Purchased Software to Splunk, Splunk may require Customer to 
provide them with the following information: (a) a general description of the 
operating environment, (b) a list of all hardware components, operating systems 
and networks, (c) a reproducible test case, and (d) any log files, trace and 
systems files. Customer's failure to provide this information may prevent 
Splunk from identifying and fixing that purported defect. 
        2.6.8 Software Upgrades and Software Support Policy. When available, Splunk 
provides updates, upgrades, maintenance releases and reset keys only to Splunk 
Support customers pursuant to Splunk's Support Policy provided at: 
https://www.splunk.com/en_us/legal/splunk-software-support-policy.html. 
Software comes with a three-digit number version. The first digit represents 
the major release (i.e. upgrade), the second digit identifies the minor 
releases (i.e., updates) and the third digit identifies the maintenance 
releases. With a new major version, the number to the left of the decimal is 
changed and for minor releases, the number to the right of the decimal point is 
increased. Subject to the foregoing, Splunk provides Support for the duration 
specified in the Support Policy following the initial release date of each 
respective major or minor version.  The current version and the releases within 
the support period will be "Supported Versions". 
    2.7 Changes in Support and Software. Subject to Section 2.6.8, Customer 
acknowledges that Splunk has the right to discontinue the manufacture and 
development of any Software and the Support for any Software, including the 
distribution of older Software versions, at any time in its sole discretion, 
provided that Splunk agrees not to discontinue Support for the Software during 
the current annual term of these Terms and Conditions, subject to the 
termination provisions herein. Splunk reserves the right to alter Support from 
time to time, using reasonable discretion but in no event will such alterations 
result in (i) diminished support from the level of Support set forth herein; 
(ii) materially diminished obligations for Splunk; (iii) materially diminished 
Customer's rights; or (iv) higher Support Fees during the then-current term. 
Splunk will provide Customer with thirty (30) days' prior written notice 
(delivered electronically or otherwise) of any permitted material changes to 
the Support contemplated herein. 

3. TERM AND TERMINATION. 
    3.1 Term. These Terms and Conditions will commence on the Delivery date and, 
unless terminated earlier in accordance with the terms of the Agreement, for a 
period of one (1) year (or for term purchased if different than one year) 
thereafter (the "Initial Term"). The agreement will automatically renew for 
additional one (1)-year terms (or for term purchased if different than one 
year) (each, a "Renewal Term," and the Initial Term, collectively with any and 
all Renewal Terms, will be referred to as the "Support Term"), unless either 
party provides the other (or if purchased through an Authorized Partner, 
Customer provides the Authorized Partner) with written notice of its intent not 
to renew the agreement at least thirty (30) days prior to the end of the 
then-current Initial Term or Renewal Term. Customer must purchase and/or renew 
Support for all of the licenses for a particular Software product. If the 
Support Term lapses, Customer may seek to re-activate Support by submitting a 
purchase order that includes fees for the lapsed period plus a reinstatement 
fee.
    3.2 Termination. Either party may terminate this Agreement by written notice to 
the other party if the other party materially breaches this Agreement and does 
not cure the breach within thirty (30) days of receiving notice of the breach. 
If Customer terminates the Agreement for Splunk's uncured material breach of 
the support and maintenance terms set forth here in Exhibit C, then Splunk will 
refund any unused prepaid fees to Customer as Customer's sole and exclusive 
remedy.

4. FORCE MAJEURE. Splunk will not be responsible for any failure or delay in 
its performance under these Terms and Conditions due to causes beyond its 
reasonable control, including, but not limited to, labor disputes, strikes, 
lockouts, shortages of or inability to obtain labor, energy, raw materials or 
supplies, war, acts of terror, riot, acts of God or governmental action.


Splunk Software License Agreement 09.26.2017		1 

