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SPLUNK BUSINESS FLOW ADDENDUM
to the
SPLUNK SOFTWARE LICENSE AGREEMENT

BY DOWNLOADING AND/OR INSTALLING SPLUNK BUSINESS FLOW SOFTWARE, YOU ARE ACCEPTING AND AGREEING TO BE BOUND BY THIS SPLUNK BUSINESS FLOW ADDENDUM (“ADDENDUM”). THIS ADDENDUM, TOGETHER WITH THE SPLUNK SOFTWARE LICENSE AGREEMENT OR SIMILAR AGREEMENT YOU HAVE WITH SPLUNK INC. FOR THE LICENSE OF SOFTWARE (“AGREEMENT”), GOVERNS YOUR USE OF SPLUNK BUSINESS FLOW. IF THERE IS ANY CONFLICT BETWEEN THE AGREEMENT AND THIS ADDENDUM, THIS ADDENDUM SHALL CONTROL WITH RESPECT TO THE LICENSE AND USE OF SPLUNK BUSINESS FLOW. YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ACT ON BEHALF OF AND BIND THE COMPANY, GOVERNMENT OR OTHER ENTITY FOR WHICH YOU ARE ACTING OR, IF THERE IS NO COMPANY, GOVERNMENT OR OTHER ENTITY FOR WHICH YOU ARE ACTING, ON BEHALF OF YOURSELF AS AN INDIVIDUAL.

When effective, this Addendum shall become part of and be governed by the Agreement. Capitalized terms used but not defined in this Addendum shall have the meanings ascribed to them in the Agreement.

Customer and Splunk agree that the following additional terms apply to license and use of Splunk Business Flow:

1. Additional Definitions.

1.1 “Application Services” means the web-based, cloud service component that powers functionality of Splunk Business Flow.

1.2. “Customer Content” means any information, data, or materials that Customer transmits, or that is transmitted by a third party on Customer’s behalf, into the Application Service.

1.3. “Flow Model” refers to a grouping of discrete information which represents a transaction, session, or other business process that is configured within Splunk Business Flow.

1.4. “Private Flow Model” means a Flow Model that is solely for use by administrators for testing, configuration and preview of Flow Models.

1.5. “Splunk Business Flow” means the Splunk Business Flow product that uses event data to facilitate the exploration and visualization of end-to-end digital business processes through Flow Models and will include any and all successors, replacements, new versions, derivatives, updates and upgrades thereto made available to Customer by Splunk. Splunk Business Flow is Software that has a downloadable native-platform component but has functionality powered by the Application Services.

2. Business Flow Specific Terms.

2.1. Customer Use of Splunk Business Flow. Customer may only access and use the Application Services in accordance with the terms of the Agreement. Customer agrees that all its users will comply with the Splunk Acceptable Use Policy for Cloud Offerings which may be updated from time to time and is hereby incorporated by reference. The terms under the Agreement that specifically relate to security and incorporated agreements or terms related to data processing shall not apply to the Application Services environment used by Splunk to power Splunk Business Flow. For the avoidance of doubt, data ingested to populate Flow Models counts against Customer’s license capacity for Splunk Enterprise.

2.2. Customer Content and License to Splunk. By submitting or posting Customer Content to the Application Services, Customer is representing that Customer is the owner and/or controller of such materials and/or has the necessary rights, consents, licenses, and authorization to distribute it. By submitting or posting Customer Content to the Application Services, Customer grants Splunk a worldwide, royalty free, non-exclusive license to access and use such Customer Content transmitted to the Application Services for purposes consistent with this Agreement.

2.3. Resources; Transmission of Customer Content. Customer is responsible for obtaining and maintaining all telecommunications, broadband, computer equipment, services, software and hardware needed to access and use the Application Services and for paying all charges related thereto.

2.4. Customer Responsibility for Users and Customer Content. Customer is solely responsible for: (a) it and its users’ compliance with the Agreement, (b) the accuracy, quality and lawful use of Customer Content and the means by which Customer acquired Customer Content, (c) taking steps to maintain appropriate security, protection, and backup of Customer Content (which may include the use of encryption technology to protect Customer Content from unauthorized access), and (d) routine archiving of Customer Content. Customer is responsible for securing, protecting and maintaining the confidentiality of Customer’s account username, passwords and access tokens. Neither Customer nor its users will share Customer passwords or access codes. Customer is responsible for any access and use of the Application Services via its account and for all activities that occur in connection with its account, regardless of whether the activities were undertaken by Customer, its user(s) or a third party. Splunk will not be liable for any loss or damage arising directly or indirectly from Customer’s failure to maintain the security of Customer’s account and password or for unauthorized access to Customer’s account. Customer agrees to notify Splunk immediately if Customer believes that an unauthorized third party may be using Customer’s account or if Customer’s account information is lost or stolen.

2.5. Regulated Data. Customer agrees to not transmit or store within the Application Services: (i) any protected health data, as defined in the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) as amended and supplemented by the Health Information Technology for Economic and Clinical Health Act, including the HIPAA omnibus final rule; (ii) financial information protected under the Gramm-Leach-Bliley Act; (iii) information protected by the International Traffic in Arms Regulations (“ITAR”); or (iv) any matter that is export-controlled.

3. Business Flow Operational Metrics and User Data. Splunk may collect and process technical and related information about Customer’s use of Splunk Business Flow (which may include, without limitation, ingest volume, search concurrency, number of unique user logins, Internet protocol addresses, page views, session duration and other similar data) and certain aggregated, de-identified information about the Splunk Business Flow environment, performance, configuration and other usage information. Splunk uses this information to support and troubleshoot issues, provide personalized messages, provide updates, automate invoices, analyze trends and improve Splunk’s products and services. Splunk collects and processes the information it collects subject to Splunk’s Privacy Policy, which can be found at https://www.splunk.com/en_us/legal/privacy/privacy-policy.html and is hereby incorporated by reference and made a part of this Addendum; provided, however, Customer may not have the option of configuring the administrator settings to opt-out of providing License Usage, Aggregated Usage and Support Usage Data (defined in Splunk’s Privacy Policy) for Splunk Business Flow as this information may be collected by default.

4. Additional License Restrictions. Unless otherwise expressly permitted by Splunk, Customer may not and may not permit any third party to: (i) use Splunk Business Flow other than as provided in the user documentation; (ii) use Private Flow Models for purposes other than testing, configuration or preview of Flow Models by an authorized administrator of Splunk Business Flow; (iii) use Splunk Business Flow in any manner that would impair the operation of the Application Services; (iv) use Splunk Business Flow to try to gain unauthorized access to any service, data, account or network by any means; or (v) access or use Splunk Business Flow in order to monitor its availability, performance, or functionality for competitive purposes.

5. Warranty. Splunk warrants that for the duration of the term of the Splunk Business Flow license purchased by Customer, Splunk Business Flow will substantially perform the material functions described in Splunk’s user documentation for Splunk Business Flow when used in accordance with user documentation. The sole liability of Splunk (and its Affiliates and suppliers/licensors), and Customer’s sole remedy, for any failure of Splunk Business Flow to conform to the foregoing warranty, is for Customer to follow the termination process outlined in Section 7.2 of this Addendum.

6. Indemnity.

6.1. By Splunk. Notwithstanding anything in the Agreement to the contrary, Splunk will have no obligation to indemnify Customer with respect to Customer Content.

6.2. By Customer. Unless expressly prohibited by applicable law, Customer will defend, and pay all damages (including attorneys’ fees and costs) finally awarded against Splunk, or that are agreed to in a court-approved settlement, to the extent a claim, demand, suit or proceeding is made or brought against a Splunk entity by a third party (including those brought by a government entity) that: (i) alleges that Customer Content or Customer’s use of Splunk Business Flow not expressly permitted hereunder infringes or misappropriates such third party’s patent, copyright, trademark or trade secret, or violates another right of a third party, (ii) arises out of the activities of Customer’s users, or (iii) alleges that Customer Content or Customer use of Splunk Business Flow not expressly permitted hereunder violates applicable law or regulation (each, a “Splunk Claim”), provided that Splunk: (a) gives Customer prompt written notice of the Splunk Claim, (b) gives Customer sole control of the defense and settlement of the Splunk Claim except that Customer may not settle any Splunk Claim that requires any action or forbearance on Splunk’s part without Splunk’s prior consent (that Splunk will not unreasonably withhold or delay), and (c) Splunk gives Customer all reasonable assistance, at Customer expense.

7. Termination

7.1. Term. This Addendum shall expire upon the expiration or termination of Customer’s license term for Splunk Business Flow. For the avoidance of doubt, termination of a license term for Splunk Business Flow shall not affect the term of any other licenses applicable to other Splunk products and services that Customer has purchased. Termination of the Agreement pursuant to the terms therein shall have the effect of terminating this Addendum.

7.2. Termination for Cause. A party may terminate this Addendum for cause if there is any material breach of this Addendum by the other party; provided, however, the party must first deliver written notice to the other party detailing the material breach and give the other party thirty (30) days after the other party receives the notice to cure the material breach.

7.3. Effect of Termination. Upon any expiration or termination of the Splunk Business Flow term, the rights and licenses granted to Customer with respect to Splunk Business Flow will automatically terminate and Customer will lose all access to the Application Service and Customer Content. Sections 1 (Additional Definitions), 2.2 (Customer Content and License to Splunk) (until the end of the transition period in Section 7.5), 2.4 (Customer Responsibility for Users and Customer Content) (until the end of the transition period in Section 7.5), 6 (Indemnity), and 7 (Termination) shall survive any expiration or termination of this Addendum.

7.4. Refund or Payment upon Termination. If this Addendum is terminated by Customer in accordance with Section 7.2 (Termination for Cause), Splunk will refund Customer any prepaid License Fees covering the remainder of the term for Splunk Business Flow after the effective date of termination. If this Addendum is terminated by Splunk in accordance with Section 7.2, Customer will pay any unpaid fees covering the remainder of the then-current term after the effective date of termination. In no event will termination relieve Customer of its obligation to pay any fees payable to Splunk for the period prior to the effective date of termination.

7.5. Return of Customer Content. Upon request by Customer made before the effective date of termination of the term for Splunk Business Flow, Splunk may assist Customer with the transition of Customer Content for a mutually agreed upon fee. Thirty-one (31) days following expiration or termination of the term for Splunk Business Flow, Splunk will have no obligation to maintain or provide any Customer Content, and Customer hereby authorizes Splunk thereafter to delete all Customer Content relating to its license to Splunk Business Flow that is in Splunk’s possession or under its control, unless Splunk is otherwise legally prohibited from doing so.

Last updated: 04/2019