SPLUNK GENERAL TERMS

Last Updated: February 10, 2023

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, U.S.A (“Splunk” or “we” or “us” or “our”) and you (“Customer” or “you” or “your”) apply to the purchase of licenses and subscriptions for Splunk’s Offerings. By clicking on the appropriate button, or by downloading, installing, accessing or using the Offerings, 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 the Customer, do not download, install, access, or use any of the Offerings.

See the General Terms Definitions Exhibit attached for definitions of capitalized terms not defined herein.

• General Rights. You have the nonexclusive, worldwide, nontransferable and nonsublicensable right, subject to payment of applicable Fees and compliance with the terms of these General Terms, to use your Purchased Offerings for your Internal Business Purposes during the Term and up to the Capacity purchased.
  
• Copies for On-Premise Products. You have the right to make a reasonable number of copies of On-Premises Products for archival and back-up purposes.
  
• Splunk Extensions. You may use Splunk Extensions solely in connection with the applicable Purchased Offering subject to the same terms and conditions for that Offering (including with respect to Term) and payment of any Fees associated with the Splunk Extensions. Some Splunk Extensions may be made available under license terms that provide broader rights than the license rights you have to the applicable underlying Offering (e.g., if the Extension is Open Source Software). These broader rights will apply to that Splunk Extension. Splunk Extensions may be installed on Hosted Services pursuant to our instructions.
  
• Trials, Evaluations, Beta and Free Licenses.

  • Trials and Evaluations. Offerings provided for trials and evaluations are provided at no charge, and their use will be for a limited duration.

  • Beta Licenses. Some Offerings and features may be available to you as a preview, or as an alpha, beta or other pre-release version (each, a “Beta Offering”). All rights for Beta Offerings are solely for internal testing and evaluation. Your use of a Beta Offering will be for the term specified by us, and if no term is specified, then for the earlier of one year from the start date of the Beta Offering or when that version of the Beta Offering becomes generally available. We may discontinue the Beta Offering at any time and may decide not to make any of the features and functionality generally available.

  • Free Licenses. From time to time, we may make certain Offerings available for full use (i.e., not subject to limited evaluation purposes) at no charge. These free Offerings may have limited features, functions, and other technical limitations.

  • 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 hereby represent and warrant that you are a lawfully organized Nonprofit, and you agree to provide verification of your nonprofit status to Splunk upon request. At Splunk’s request, you agree: (a) to publish a press release and case study on your use of the Donated Offering; and (b) to be interviewed for the production of a Splunk customer video that will accompany the press release and case study. Splunk will draft and edit all content in collaboration with you and will obtain your edits and written approval (email is sufficient) prior to publication, and such approval will not be unreasonably withheld. You will allow Splunk to reference your Nonprofit and leading spokespeople in press releases with your written approval (email is sufficient). Splunk may use your name and logo on sales presentations, websites, and other marketing collateral without your prior approval.

• Test and Development Licenses. For Offerings identified as “Test and Development” Offerings on your Order, you only have the right to use those Offerings up to the applicable Capacity on a non-production system for non-production uses, including product migration testing or pre-production staging, or testing new data sources, types, or use cases. Test and Development Offerings may not be used for any revenue generation, commercial activity, or other productive business or purpose.
  
• Limitations. Notwithstanding anything to the contrary in these General Terms, we do not provide maintenance and support, warranties, service level commitments, or indemnification for Test and Development Offerings, trials, evaluations, or free or Beta Offerings.
  

• Authorized Resellers and Digital Marketplaces. If you purchase Offerings through a Splunk authorized reseller or Digital Marketplace, these General Terms will govern those Offerings. Your payment obligations for the Purchased Offerings will be with the authorized reseller or Digital Marketplace, as applicable, not Splunk. You will have no direct Fee payment obligations to Splunk for those Offerings. However, in the event that you fail to pay the Digital Marketplace for your Purchased Offerings, Splunk retains the right to enforce your payment obligations and collect directly from you.
  
  Any terms agreed to between you and the authorized reseller that are in addition to these General Terms are solely between you and the authorized reseller and Digital Marketplace, as applicable. No agreement between you and an authorized reseller or Digital Marketplace is binding on Splunk or will have any force or effect with respect to the rights in, or the operation, use or provision of, the Offerings.


• Splunk Affiliate Distributors. Splunk has appointed certain Splunk Affiliates as its non-exclusive distributors of the Offerings (each, a “Splunk Affiliate Distributor”). Each Splunk Affiliate Distributor is authorized by Splunk to negotiate and enter into Orders with Customers. Where a purchase from Splunk is offered by a Splunk Affiliate Distributor, Customer will issue Orders, and make payments, to the Splunk Affiliate Distributor which issued the quote for the Offering. Each Order will be deemed a separate contract between Customer and the relevant Splunk Affiliate Distributor and will be subject to these General Terms. For the avoidance of doubt, Customer agrees that: (i) the total liability of Splunk under these General Terms as set forth in Section 22 (Limitation of Liability) states the overall combined liability of Splunk and Splunk Affiliate Distributors; (ii) the 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) Customer will have no right to recover more than once from the same event.
  

You may permit your authorized consultants, contractors, and agents (“Third-Party Providers”) to access and use your Purchased Offerings, but only on your behalf in connection with providing services to you, and subject to the terms and conditions of these General Terms. Any access or use by a Third-Party Provider will be subject to the same limitations and restrictions that apply to you under these General Terms, and you will be responsible for any Third-Party Provider’s actions relating to their use of the Offering. The aggregate use by you and all of your Third-Party Providers must not exceed the Capacity purchased, and nothing in this Section is intended to or will be deemed to increase such Capacity.

• Service Levels. When you purchase Hosted Services as a Purchased Offering, we will make the applicable Hosted Services available to you during the Term in accordance with these General Terms. The Service Level Schedules (as identified in the Specific Offering Terms referenced in Section 4(F) below) 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.
• Connections. You are responsible for obtaining and maintaining all telecommunications, broadband and computer equipment and services needed to access and use Hosted Services, and for paying all associated charges.
• 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 Offering 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.
• Refund Upon Termination for Splunk’s Breach. If a Hosted Service is terminated by you for Splunk’s uncured material breach in accordance with these General Terms, Splunk will refund you any prepaid subscription fees covering the remainder of the Term after the effective date of termination.
  
• Return of Customer Content. Customer Content may be retrieved by you and removed from the Hosted Services in accordance with the applicable Documentation. We will make the Customer Content available on the Hosted Services for thirty (30) days after termination of a subscription for your retrieval. After that thirty (30) day period, we will have no obligation to maintain the storage of your Customer Content, and you hereby authorize us thereafter to, and we will, unless legally prohibited, delete all remaining Customer Content. If you require assistance in connection with migration of your Customer Content, depending on the nature of the request, we may require a mutually agreed upon fee for assistance.
  
• Specific Offering Terms Specific security controls and certifications, data policies, service descriptions, Service Level Schedules and other terms specific to a Hosted Service and other Offerings (“Specific Offering Terms”) are set forth here: www.splunk.com/SpecificTerms, and will apply, and be deemed incorporated herein by reference.
  

The specific Support Program included with a Purchased Offering will be identified in the applicable Order. Splunk will provide the purchased level of support and maintenance services in accordance with the terms of the Support Exhibit attached to these General Terms.

Splunk offers standard services to implement and configure your Purchased Offerings. These services are purchased under an Order and are subject to the payment of the Fees therein and the terms of the Configuration and Implementation Services Exhibit attached to these General Terms.

Splunk will follow globally recognized data protection principles and industry-leading standards for the security of personal data. Splunk will comply with the requirements and obligations set forth in Splunk’s Data Processing Addendum (“DPA”), located at https://www.splunk.com/en_us/legal/splunk-dpa.html, which includes standard terms for the processing of personal data (including, as applicable, personal data in a Hosted Service).

• Security for Hosted Services: Standard Environment. Splunk will implement industry leading security safeguards for the protection of Customer Confidential Information, including Customer Content transferred to and stored within the Hosted Services. These safeguards include commercially reasonable administrative, technical, and organizational measures to protect Customer Content against destruction, loss, alteration, unauthorized disclosure, or unauthorized access, including such things as information security policies and procedures, security awareness training, threat and vulnerability management, incident response and breach notification, and vendor risk management. Splunk’s technical safeguards are further described in the Splunk Cloud Platform Security Addendum (“SC-SA”), located at https://www.splunk.com/en_us/legal/splunk-cloud-security-addendum.html, and the Observability Suite Security Addendum (“OS-SA”), located at https://www.splunk.com/en_us/legal/splunk-observability-security-addendum.html, as applicable, and are incorporated herein by reference. Splunk may update the SC-SA and OS-SA from time to time provided, that updates will be subject to Section 24 below.
  
• Security for Hosted Services: Premium HIPAA Environment. For Hosted Services Offerings provisioned in Splunk Cloud Platform’s Premium HIPAA environment (as specified in an Order), in addition to the protections under the SC-SA and these General Terms, Splunk will comply with the requirements and obligations set forth in Splunk Business Associate Agreement found here: https://www.splunk.com/en_us/legal/splunk-baa.html.
  
• Additional Security for Other Hosted Services. From time to time, Splunk may offer custom security safeguards for unique Hosted Services offerings. Any such security safeguards will be as set forth in the applicable Documentation and Specific Offering Terms.
  
• Security for On Premises Offerings. Splunk will implement industry leading security safeguards for the protection of Splunk’s IT systems, products, facilities and assets, and any Customer Confidential Information accessed or processed therein, e.g., customer account information, support tickets (“Corporate Security Controls”). Splunk’s Corporate Security Controls include such things as information security policies and procedures, security awareness training, physical and environmental access controls, threat and vulnerability management, incident response and breach notification, and vendor risk management. Splunk’s Corporate Security Controls are further described in Splunk’s Information Security Addendum (“ISA”), located at https://www.splunk.com/en_us/legal/information-security-addendum.html and are incorporated herein by reference.
  
• Product Development Security. Splunk will follow secure software development practices and applies an industry standard, risk-based approach to its software development lifecycle (“SDLC”), which includes, as applicable, such things as performing security architecture reviews, open source security scans, virus detection, dynamic application security testing, network vulnerability scans and external penetration testing in the development environment. Product-specific information about the SDLC in our Offerings is detailed more fully in the ISA. Splunk’s Product Security Portal, located at https://www.splunk.com/en_us/product-security.html, contains detailed information about Splunk’s program for managing and communicating product vulnerabilities. Splunk categorizes product vulnerabilities in accordance with the Common Vulnerability Scoring System (“Medium,” “High,” or “Critical”) and uses commercially reasonable efforts to remediate vulnerabilities depending on their severity level in accordance with industry standards.
  
• Maintaining Protections. Notwithstanding anything to contrary in these General Terms, or any policy or terms referenced herein via hyperlink (or any update thereto), Splunk may not, during a Term materially diminish the security protections set forth in these General Terms, any Specific Offering Terms, or the applicable security addendum.
  

Except as expressly permitted in an Order, these General Terms or our Documentation, you agree not to (nor allow any user or Third Party Provider to): (a) reverse engineer (except to the extent specifically permitted by statutory law), decompile, disassemble or otherwise attempt to discover source code or underlying structures, ideas or algorithms of any Offering; (b) modify, translate or create derivative works based on the Offerings; (c) use an Offering to ingest, monitor or analyze the machine, IT system or application data of any third party; (d) resell, transfer or distribute any Offering; (e) access or use any Offering in order to monitor its availability, performance, or functionality for competitive purposes; (f) 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; (g) separately use any of the applicable features and functionalities of the Offerings with external applications or code not furnished by Splunk or any data not processed by the Offering; (h) exceed the Capacity purchased or (i) use any Offering in violation of all applicable laws and regulations (including but not limited to any applicable privacy and intellectual property laws).

• Ethics and Corporate Responsibility. Splunk is 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 Conduct and Ethics found here.
  
• Anti-Corruption. We implement and maintain programs for compliance with applicable anti-corruption and anti-bribery laws. Splunk policy prohibits the offering or soliciting of 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 provided by you to Splunk.
  
• Export. We certify that Splunk is 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 found here: https://www.splunk.com/en_us/legal/export-controls.html.

From time to time, Splunk may collect Usage Data generated as a by-product of your use of Offerings. Usage Data does not include Customer Content. We collect Usage Data for a variety of reasons, such as to identify, understand, and anticipate performance issues and the factors that affect them, to provide updates and personalized experiences to customers, and to improve the Splunk Offerings.  Details on Splunk’s Usage Data collection practices are set forth in Splunk's Privacy Policy found here: https://www.splunk.com/en_us/legal/privacy/privacy-policy.html.

• Certification and Verification. At Splunk’s request, you will furnish Splunk a certification signed by your authorized representative verifying that your use of the Purchased Offering is in accordance with these General Terms and the applicable Order. For On-Premises Products, we may also ask you from time to time, but not more frequently than once per calendar period, to cooperate with us to verify usage and adherence to purchased Capacities. If Splunk requests a verification process, you agree to provide Splunk reasonable access to the On-Premises Product installed at your facility (or as hosted by your Third-Party Provider). If Splunk does any verification, it will be performed with as little interference as possible to your use of the On-Premises Product and your business operations. Splunk will comply with your (or your Third-Party Providers’) reasonable security procedures.
  
• Overages. If a verification or usage report reveals that you have exceeded the purchased Capacity or usage rights for your Purchased Offering (e.g., used as a service bureau) during the period reviewed, 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. Without limiting Splunk’s foregoing rights, with respect to Hosted Services, Splunk may work with you to reduce usage so that it conforms to the applicable usage limit, and we will in good faith discuss options to right size your subscription as appropriate. Notwithstanding anything to the contrary herein, Splunk will have the right to directly invoice you for overages, regardless of whether you purchased the Purchased Offering from an authorized reseller or Digital Marketplace. See the Specific Offering Terms for any additional information related to overages for a Hosted Service.
  

Certain Offerings may contain Open Source Software. Splunk makes available in the applicable Documentation a list of Open Source Software incorporated in our On-Premises Products as 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. 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, these terms will not (a) impose any additional restrictions on your use of the Offering, or (b) negate or amend any of our responsibilities with respect to the Offering.

Splunk makes Splunk Developer Tools available to you so you can develop Extensions for use with your Purchased Offerings (Extensions that you develop, “Customer Extensions”).

You have a nonexclusive, worldwide, nontransferable, nonsublicensable right, subject to the terms of these General Terms, to use Splunk Developer Tools to develop your Customer Extensions, including to support interoperability between the Offering and your system or environment. Splunk proprietary legends or notices contained in the Splunk  Developer Tools may not be removed or altered when used in or with your Customer Extension. You retain title to your Customer Extensions, subject to Splunk’s ownership in our Offerings and any materials and technology provided by Splunk in connection with the Splunk Developer Tools. You agree to assume full responsibility for the performance and distribution of Customer Extensions.

• Third-Party Extensions on Splunkbase. Splunk makes Extensions developed and/or made available by a third-party on Splunkbase (“Third-Party Extension”) available for download or access as a convenience to its customers. Splunk makes no promises or guarantees related to any Third-Party Extension, including the accuracy, integrity, quality, or security of the Third-Party Extension. Nothing in these General Terms or on Splunkbase will be deemed to be a representation or warranty by Splunk with respect to any Third-Party Extension, even if a particular Third-Party Extension is identified as “certified” or “validated” for use with an Offering. We may, in our reasonable discretion, block or disable access to any Third-Party Extension at any time. Your use of a Third-Party Extension is at your own risk and may be subject to any additional terms, conditions, and policies applicable to that Third-Party Extension (such as license terms, terms of service, or privacy policies of the providers of such Third-Party Extension). Third-Party Extensions may be installed on Hosted Services pursuant to our instructions.
  
• Third Party Content. Hosted Services may contain features or functions that enable interoperation with Third-Party Content that you, in your sole discretion, choose to add to a Hosted Service. You may be required to obtain access separately to such Third-Party Content from the respective providers, and you may be required to grant Splunk access to your accounts with such providers to the extent necessary for Splunk to allow the interoperation with the Hosted Service. By requesting or allowing Splunk to enable access to such Third-Party Content in connection with the Hosted Services, you certify that you are authorized under the provider’s terms to allow such access. If you install or enable (or direct or otherwise authorize Splunk to install or enable) Third-Party Content for use with a Hosted Service where the interoperation includes access by the third-party provider to your Customer Content, you hereby authorize Splunk to allow the provider of such Third-Party Content to access Customer Content as necessary for the interoperation. You agree that Splunk is not responsible or liable for disclosure, modification or deletion of Customer Content resulting from access to Customer Content by such Third-Party Content, nor is Splunk liable for any damages or downtime that you may incur or any impact on your experience of the Hosted Service, directly or indirectly, as a result of your use of and/or reliance upon, any Third-Party Content, sites or resources.
  
• Splunk As a Reseller. When you purchase third party products ("Third Party Products") from Splunk as specified in an Order (which products shall include third party software, but not any support which Splunk itself has contracted to provide), the following provision applies. Splunk acts solely as a reseller of Third Party Products, which are fulfilled by the relevant third party vendor ("Third Party Vendor"), and the purchase and use of Third Party Products is subject solely to the terms, conditions and policies made available by such Third Party Vendor. Consequently, Splunk makes no representation or warranty of any kind regarding the Third Party Products, whether express, implied, statutory or otherwise, and specifically disclaims 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 Splunk be liable to you for any claim, loss or damage arising out of the use, operation or availability of Third Party Product (whether such liability arises in contract, negligence, tort, or otherwise).
  
• Unsupported Splunk Extensions. The Service Level Schedule commitments for any applicable Hosted Services will not apply to Splunk Extensions labeled on Splunkbase as “Not Supported.” You agree that Splunk is not responsible for any impact on your experience of a Hosted Service, as a result of your installation and/or use of any “Not Supported” Splunk Extensions, and that your sole remedy will be to remove the “Not Supported” Splunk Extension from the applicable Hosted Service. Further, some Splunk Extensions may not be compatible or certified for use with that Hosted Service (e.g., only specific Splunk Extensions are validated for our FedRAMP authorized environment for Splunk Cloud Platform). Please refer to the applicable Documentation for more information related to the Splunk Extensions compatible with your specific Purchased Offering.
  

• 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 being responsible for your Customer Content and users, for your users’ compliance with these General Terms, and the accuracy, lawful use of, and the means by which you acquired your Customer Content. You may not transmit and/or store PHI Data, PCI Data or ITAR Data within a Hosted Services unless you have specifically purchased a Purchased Offering for that applicable regulated Hosted Services environment (as identified in an Order).
  
• Registration. You agree to provide accurate and complete information when you register for and use any Offering and agree to keep this information current. Each person who uses any 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, and you may only have one person per username and password. Splunk may reasonably require additional information in connection with certain Offerings (e.g., technical information necessary for your connection to a Hosted Service), and you will provide this information as reasonably requested by Splunk. You are responsible for securing, protecting, and maintaining the confidentiality of your account usernames, passwords and access tokens.
  
• Export Compliance. You will comply with all applicable export laws and regulations of the United States 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.
  
• GovCloud Services. If you access or use any Hosted Services in the specially isolated Amazon Web Services (“AWS”) GovCloud (US) region (including without limitation any Hosted Services that are provisioned in a FedRAMP authorized environment within the AWS GovCloud (US) region)), you hereby represent and warrant that: (i) you are a “US 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 US 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 US 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 (US) region is eligible to access such Customer Content.  The Hosted Services in the AWS GovCloud (US) region may not be used to process or store classified data.  You will be responsible for all sanitization costs incurred by Splunk if users introduce classified data into the Hosted Services in the AWS GovCloud (US) region. You may be required to execute additional addendums to this agreement prior to provisioning of selected Hosted Services.
  
• Acceptable Use. Without limiting any terms under these General Terms, you will also abide by our Hosted Services acceptable use policy: https://www.splunk.com/view/SP-CAAAMB6.
  

• Confidential Information. Each party will protect the Confidential Information of the other. Accordingly, Receiving Party agrees to: (i) protect the 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 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 and agents or those of its Affiliates who have 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 herein.
  
• Compelled Disclosure of Confidential Information. Notwithstanding the foregoing terms, the Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law enforcement agencies or regulators to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a Party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
  

The payment terms below only apply when you purchase Offerings directly from Splunk. When you purchase from an authorized reseller or Digital Marketplace, the payment terms are between you and the authorized reseller or Digital Marketplace. However, a breach of your payment obligations for an Offering with a Digital Marketplace will be deemed a breach of this Section 18.

• Fees. You agree to pay all Fees specified in the Orders. Fees are non-cancelable and non-refundable, except as otherwise expressly set forth in these General Terms. Without limiting any of our other rights or remedies herein, 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 Splunk’s invoice or as otherwise stated in the Order.
  
• Credit Cards. If you pay by credit, or debit card you: (i) will provide Splunk or its designated third-party payment processor with valid credit or debit card information; and (ii) hereby authorize Splunk or its 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 Splunk in a timely manner of any changes to such information.
  
• Taxes. All Fees quoted 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.
  

• Relationship to Applicable Law. We will not seek to limit our liability, or any of your warranties, rights and remedies, to the extent the limits are not permitted by applicable law (e.g., warranties, remedies or liabilities that cannot be excluded by applicable law).
  
• General Corporate Warranty. Splunk warrants that it has the legal power and authority to enter into these General Terms.
  
• Hosted Services Warranty. Splunk warrants that during the applicable Term: (i) Splunk will not materially decrease the overall functionality of the Hosted Services; and (ii) the Hosted Services will perform materially in accordance with the applicable Documentation. Our sole and exclusive liability, and your sole and exclusive remedy for any breach of these warranties, will be your right to terminate the applicable Hosted Services Purchased Offering, and we will refund to you any prepaid but unused Fees for the remainder of the Term.
  
• On-Premises Product Warranty. Splunk warrants that for a period of ninety (90) days from the Delivery of an On-Premises Product, the On-Premises Product will substantially perform the material functions described in the applicable Documentation for such On-Premises Product, when used in accordance with the applicable Documentation. Splunk’s sole liability, and your sole remedy, for any failure of the On-Premises Product to conform to the foregoing warranty, is for Splunk to do one of the following (at Splunk’s sole option and discretion) (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) terminate the Purchased Offering with respect to the non-conforming On-Premises Product and refund the Fees paid by you for such non-conforming On-Premises Product.
  
• Disclaimer of Implied Warranties. Except as expressly set forth above, the Offerings are provided “as is” with no warranties or representations whatsoever express or implied. Splunk and its suppliers and licensors disclaim all warranties and representations, 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. Splunk does not warrant that use of Offerings will be uninterrupted, error free or secure, or that all defects will be corrected.
  

• Offerings. As between you and Splunk, Splunk owns and reserves all right, title, and interest in and to the Offerings, developer tools 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 forth in these General Terms.
  
• 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.
  
• Feedback. You have no obligation to provide us with ideas for improvement, suggestions, or other feedback (collectively, “Feedback”) in connection with an Offering, unless otherwise expressly set forth in the applicable Order. If, however, you provide any Feedback, you hereby grant to Splunk 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.
  

• Term and Renewal. These General Terms will commence upon the Effective Date and will remain in effect until the expiration of all applicable Purchased Offerings, unless earlier terminated pursuant to this Section. Termination of a specific Purchased Offering will not affect the Term of any other Purchased Offering. Termination of these General Terms will have the effect of terminating all Purchased Offerings. Grounds for terminating a Purchased Offering (e.g., for non-payment), that are specific to the Purchased Offering, will not be grounds to terminate Purchased Offerings where no breach exists. Unless indicated otherwise in an Order, the Term of a Purchased Offering (and 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 one (1) day in advance of the expiration of the Term or then-current renewal period.
  
• Termination. Either party may terminate these General Terms, or any Purchased 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 Purchased Offering, that is not cured within thirty (30) days of receipt of the notice. Upon any expiration or termination of a Purchased Offering, the rights and licenses granted to you for that Purchased 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. Upon termination of these General Terms or any Purchased Offering, Splunk will have no obligation to refund any Fees or other amounts received from you during the Term. Notwithstanding any early termination above, except for your termination for our uncured material breach, you will still be required to pay all Fees payable under an Order.
  
• Survival. The termination or expiration of these General Terms will not affect any provisions herein 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.
  
• Suspension of Service. In the event of a material breach or threatened material breach of this Agreement, Splunk may, without limiting its other rights and remedies, suspend your use of the Hosted Service until such breach is cured or Splunk reasonably believes there is no longer a threat, provided that, we will give you at least five (5) days’ prior notice before suspension. Suspension of a Hosted Service will have no impact on the duration of the Term of the Purchased Offering, or the associated Fees owed.
  

In no event will the aggregate liability of either party, together with any of its Affiliates, arising out of or related to any Purchased Offering exceed the total amount paid by you for that Purchased Offering in the twelve (12) months preceding the first incident out of which the liability arose. However, the foregoing limitation will not limit your obligations under the “Payment” section above and will not be deemed to limit your rights to any service level credits under any applicable Service Level Schedule. Furthermore, the cap above will not be deemed to limit Splunk’s right to recover amounts for your use of an Offering in excess of the Capacity purchased or use outside of Internal Business Purposes.

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 foregoing limitations will 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 limitation of liability herein will not apply to a party’s infringement of the other party’s intellectual property rights, indemnification obligations, or the fraud, gross negligence or willful misconduct of a party.

The foregoing disclaimers of damages will also not apply to the extent prohibited by law. Some jurisdictions do not allow the exclusion or limitation of certain damages. To the extent such a law applies to you, some or all of the exclusions or limitations set forth above may not apply to you, and you may have additional rights.

• Our Indemnification to You. Splunk will defend and indemnify you, and pay all damages (including 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 a Purchased Offering infringes or misappropriates such third party’s patent, copyright, trademark or trade secret (a “Customer Claim”). Splunk 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 Splunk; or (iv) any hardware or equipment. However, Splunk will indemnify against combination claims to the extent (y) the combined software is necessary for the normal operation of the Purchased Offering (e.g., an operating system), or (z) the Purchased Offering provides substantially all the essential elements of the asserted infringement or misappropriation claim. Splunk may in its sole discretion and at no cost to you: (1) modify any Purchased Offering so that it no longer infringes or misappropriates a third party right, (2) obtain a license for your continued use of the Purchased Offering, in accordance with these General Terms, or (3) terminate the Purchased Offering and refund to you any prepaid fees covering the unexpired Term.
  
• Your Indemnification to Us. Unless expressly prohibited by applicable law, you will defend and indemnify us, and pay all damages (including attorneys’ fees and costs) awarded against Splunk, or that are agreed to in a settlement, to the extent a claim, demand, suit or proceeding is made or brought against Splunk or its Affiliates by a third party (including those brought by a government entity) that: (i) alleges that your Customer Content or Customer Extensions 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.
  
• Mutual Indemnity. Each party will defend, indemnify and pay all damages (including 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 hereunder, and 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).
  
• Process for Indemnification. The indemnification obligations above are subject to the party seeking indemnification to: (i) provide the other party with prompt written notice of the specific claim; (ii) give 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 their prior consent, which will not unreasonably withhold or delay); and (iii) gives the indemnifying party all reasonable assistance, at such party’s expense.
  

Our Offerings and policies may be updated over the course of our relationship. From time to time, Splunk may update or modify an Offering and our policies, provided that: (a) the change and modification applies to all customers generally, and are not targeted to any particular customer; (b) no such change or modification will impose additional fees on you during the applicable Term or additional restrictions on your use of the Offering, (c) no such change will override or supersede the allocation of risk between us under these General Terms, including without limitation the terms under Sections 22 (Limitation of Liability) and 23 (Indemnity); (d) no such change or modification will materially reduce the security protections or overall functionality of the applicable Offering; and (e) any such change or modification will apply only prospectively, and will not apply to any breach or dispute that arose between the parties prior to the effective date of the change or modification. In the event of any conflict between these General Terms and the policies incorporated herein by reference, these General Terms will control.

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 hereby consent to personal jurisdiction and venue therein.  Splunk may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of intellectual property or other proprietary rights of Splunk, its Affiliates, or any third party.

Neither the Uniform Computer Information Transactions Act nor the United Nations Convention for the International Sale of Goods will apply to these General Terms.

You agree that we may add your name to our customer list and identify you as a Splunk customer on Splunk’s websites. Any further public use of your name in connection with Splunk marketing activities (e.g., press releases) will require your prior approval.

• Different Terms. Splunk expressly rejects terms or conditions in any Customer purchase order or other similar document that are different from or additional to the terms and conditions set forth in these General Terms. 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.
  
• No Future Functionality. 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 Splunk regarding future functionality or features.
  
• Notices. Except as otherwise specified in these General Terms, all notices related to these General Terms will be sent in writing 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, and will be effective upon (i) personal delivery, (ii) the second business day after mailing, or (iii), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to Customer will be addressed to the relevant billing contact designated by Customer. All other notices to Customer will be addressed to the relevant system administrator designated by Customer.
  
• 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 Splunk 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 Splunk’s assets to which these General Terms relates. Any attempt to assign these General Terms other than as permitted herein will be null and void. Subject to the foregoing, these General Terms will bind and inure to the benefit of the parties’ permitted successors and assigns.
  
• U.S. Government Use Terms. Splunk provides 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 Splunk 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.
  
• Waiver; Severability. The waiver by either party of a breach of or a default under these General Terms will not be effective unless in writing. The failure by either party 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 a court of competent jurisdiction holds any provision of these General Terms invalid or unenforceable, the remaining provisions 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.
  
• Integration; Entire Agreement. These General Terms along with any additional terms incorporated herein by reference, 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. Except as otherwise expressly set forth herein, any waiver, modification, 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.
  
• 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.
  
• 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.