As part of your participation in Splunk’s Annual Worldwide User’s Conference (.conf2017), you may learn about certain pre-release versions of the Splunk product, service, technology or other non-public information of Splunk Inc. (“Confidential Information”). This Non-Disclosure Agreement ("Agreement") confirms your acknowledgement that there is a need to protect such Confidential information from unauthorized use and disclosure and governs your access and use of the Confidential Information disclosed by Splunk.
This Agreement will become effective when you click the “I ACCEPT” button below, whereby you indicate that you consent to be bound by this Agreement. If you do not consent to this Agreement, please do not click the “I ACCEPT” button. If you agree to these terms on behalf of a business, you represent and warrant that you have the power and authority to bind that business to this Agreement.
1. CONFIDENTIALITY. You agree to maintain the Confidential Information (including, without limitation, Splunk’s product functionality, features, design, appearance, user interface, and performance), whether in oral or written form, in the strictest of confidence and not to disclose Confidential Information, in whole or in part, to any third party.
2. PROPRIETARY RIGHTS. All Confidential Information remains the sole and exclusive property of Splunk, and nothing in this Agreement will be construed as granting any rights to you, by license or otherwise, in or to any patent, copyright, trademark or other intellectual property or proprietary rights in the Confidential Information.
3. FEEDBACK. In the event Splunk uses any feedback you provide regardingthe Confidential Information (“Feedback”), you grant Splunk an unrestricted, perpetual, worldwide, exclusive, transferable, irrevocable, sublicensable, royalty-free, fully paid-up license to use and exploit the Feedback as part of or in connection with any Splunk product, service, technology, content, material, specification or documentation.
4. WARRANTY DISCLAIMER. THE CONFIDENTIAL INFORMATION IS PROVIDED “AS IS”, AND SPLUNK DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, NONINFRINGEMENT, AS WELL AS ANY AND ALL WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE OR BY STATUTE OR IN LAW.
5. NO RELIANCE. The Confidential Information may concern planned or future development efforts for existing or new Splunk products and services. The Confidential Information is not intended to be a promise or guarantee of future delivery of product, services or features but merely reflect our current plans, which may change. Accordingly, the Confidential information may not be relied on for purchasing decisions or for any other purpose. Splunk will have no obligations with regard to any forward-looking statements made in connection with the Confidential Information, including, without limitation, statements regarding release dates, features, or performance.
6. TERM. This Agreement will remain in effect (a) until Confidential Information becomes public, or (b) for three (3) years from your acceptance of this Agreement, whichever of the foregoing occurs first.
7. 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 rules of any jurisdiction. 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. In the event you breach this Agreement, or in the event that a breach appears to be imminent, Splunk shall be entitled to all legal and equitable remedies afforded it by law, including injunctive relief, and may recover all reasonable costs and attorneys' fees incurred in seeking such remedies. This Agreement is the entire agreement between you and Splunk regarding the subject matter hereof, and it supersedes any prior agreement or understanding between the parties related to the subject matter.