Splunk Free Software License Agreement
THIS SPLUNK SOFTWARE LICENSE AGREEMENT (THE "AGREEMENT") GOVERNS ALL SOFTWARE PROVIDED BY SPLUNK INC. ("SPLUNK") FREE OF CHARGE AND ANY AND ALL UPDATES, UPGRADES, AND MODIFICATIONS THERETO ("FREE SOFTWARE"). SPLUNK SOFTWARE PURCHASED THROUGH SPLUNK'S ONLINE STORE OR OTHER CHANNELS ("PURCHASED SOFTWARE") WILL BE SUBJECT TO APPLICABLE TERMS IN THIS AGREEMENT AND TO THE "ADDITIONAL TERMS FOR PURCHASED SOFTWARE" PROVIDED BY SPLUNK. THE FREE SOFTWARE AND PURCHASED SOFTWARE ARE REFERRED TO COLLECTIVELY AS THE "SOFTWARE". BY CLICKING ON THE "YES" BUTTON, DOWNLOADING OR INSTALLING THE SOFTWARE, OR USING ANY MEDIA THAT CONTAINS THE SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT.
IF YOU AGREE TO THESE TERMS ON BEHALF OF A BUSINESS, YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO BIND THAT BUSINESS TO THIS AGREEMENT, AND YOUR AGREEMENT TO THESE TERMS WILL BE TREATED AS THE AGREEMENT OF THE BUSINESS. IN THAT EVENT, "YOU" AND "YOUR" REFER HEREIN TO THAT BUSINESS.
"Splunk Developer API" means the documentation and functionality enabling the creation of extensions to the Software. "Example Modules" means the source code and binary form of examples that use the Splunk Developer API.
FREE TRIALS. If your use of this downloaded software is limited to a free trial license, then the period in which the Agreement is in effect ("Term") will be limited to 30 days, or such extended Term as agreed to by Splunk and communicated via email to you. This Agreement and any license rights granted hereunder will automatically terminate at the end of the free trial period, and there will be no renewal term. Any license keys provided for a free trial will automatically expire and may cause the Software to become non-operational at the end of the free trial period. If you elect to purchase the applicable software following the expiration of the free trial period, the Term will be governed by the additional terms for such Purchased Software as provided by Splunk. If your free trial license reverts to a license for Free Software, as communicated to you by Splunk, the Term will be effective until terminated and your use of such Free Software will be governed by this Agreement.
FREE SOFTWARE LICENSE AND RESTRICTIONS. Subject to the terms and conditions of this Agreement, Splunk grants to you a non-exclusive, worldwide, copyright license to use, copy, and distribute the Free Software in binary form only and only to index no more than 500MB of peak daily volume of uncompressed data (the 'Maximum Peak Daily Volume'). The Free Software will be configured to display warnings, reduce available functionality, and/or cease indexing data when the Maximum Peak Daily Volume is reached. Splunk further grants to you a non-exclusive, worldwide, copyright license to use the Splunk Developer API and Example Modules included with the Free Software to develop extensions for the Free Software by adding your own source code and recompiling (collectively, "Your Extensions"). You agree to assume full responsibility for the performance of the Free Software modified in this way, and shall indemnify, hold harmless, and defend Splunk (including all of its officers, employees, directors, subsidiaries, representatives, affiliates and agents) and Splunk's suppliers from and against any claims or lawsuits, including attorney's fees and expenses, that arise or result from your distribution of the Free Software and/or Your Extensions pursuant to this Agreement. You retain title to and copyright for Your Extensions, subject to Splunk's title to and copyright for the Free Software, the Splunk Developer API, and the Example Modules as specified in Ownership, below. You agree that you will include this Agreement with any copy of the Free Software made or distributed by you, and that you will not charge any fee or receive any other consideration in exchange for any distribution of or rights to use Your Extensions. If you want to make any commercial use of Your Extensions you must first enter into a separate agreement with Splunk for such purpose. You shall not (i) decompile, disassemble or reverse engineer the Free Software without the express written authorization of Splunk; (ii)modify, adapt, or create derivative works of the Free Software, except to create Your Extensions in accordance with this Agreement; (iii) rent, lease, loan, or resell the Free Software, the Splunk Developer API, Example Modules, or Your Extensions (including but not limited to offering the functionality of the Free Software on an applications service provider or time sharing basis);or (iv) authorize any third parties to do any of the above.
OWNERSHIP. Splunk and/or its licensors own all worldwide right, title and interest in and to the Software and all copies of the Splunk Developer API and the Example Modules, including all worldwide intellectual property rights therein. The Software, Splunk Developer API, and Example Modules are protected by United States copyright law and international treaties. You will not delete or in any manner alter the copyright, trademark, and other proprietary rights notices appearing in or on the Software as provided. WARRANTY DISCLAIMER. The Software is provided "AS IS", without warranty of any kind. SPLUNK EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, QUIET ENJOYMENT AND WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
LIMITATION OF LIABILITY. IN NO EVENT WILL SPLUNK BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING LOSS OF USE, DATA, OR PROFITS, BUSINESS INTERRUPTION, OR COSTS OF PROCURING SUBSTITUTE SOFTWARE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE FREE SOFTWARE, WHETHER SUCH LIABILITY ARISES FROM CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SPLUNK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
TERMINATION. Upon thirty days notice, Splunk may terminate this Agreement (and your license rights) upon notice in the event that you breach any provision of this Agreement and have not cured the breach during such notice period. Upon any expiration or termination of this Agreement, the rights and licenses granted hereunder will automatically terminate, and you agree to immediately cease using the Software and to return or destroy all copies of the Software in your possession or control. All provisions of this Agreement related to disclaimers of warranties, limitation of liability, remedies, damages, or Splunk's proprietary rights shall survive termination.
EXPORT. You agree to comply fully with all relevant export laws and regulations of the United States ("Export Laws") to ensure that the Software is not (i) exported or re-exported directly or indirectly in violation of Export Laws; or (ii) intended to be used for any purposes prohibited by the Export Laws, including but not limited to nuclear, chemical, or biological weapons proliferation.
GOVERNMENT RESTRICTED RIGHTS. The Software shall be classified as "commercial computer software" as defined in the applicable provisions of the Federal Acquisition Regulation (the "FAR") and supplements thereto, including the Department of Defense (DoD) FAR Supplement (the "DFARS"). The parties acknowledge that the Software was developed entirely at private expense and that no part of the Software was first produced in the performance of a Government contract. If the Software is supplied for use by DoD, the Software is delivered subject to the terms of this Agreement and in accordance with DFARS 227.7202-1(a) and 227.7202-3(a) (1995), with restricted rights in accordance with DFARS 252.227-7013(c)(1)(ii) (OCT 1988), as applicable. If the Software is supplied for use by a Federal agency other than DoD, the Software is restricted computer software delivered subject to the terms of this Agreement and FAR 12.212(a) (1995); (ii) FAR 52.227-19; or FAR 52.227-14(ALT III), as applicable.
GENERAL. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to the principles of conflict of law. Any legal action or proceeding arising under this Agreement 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. Neither party may assign this Agreement, in whole or in part, except in connection with an internal reorganization or a sale of the business with which this Agreement is associated without Splunk's prior written consent, and any attempt to assign this Agreement other than as permitted above will be null and void. This Agreement is intended for the sole and exclusive benefit of the parties and is not intended to benefit any third party. This Agreement constitutes the complete and exclusive understanding and agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to its 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. Should any term(s) or condition(s) of this Agreement be held to be invalid or unenforceable by a court of competent jurisdiction, the remaining terms and conditions of this Agreement will remain in full force and effect.