Splunk Developer Agreement

1. DEFINITIONS 

“extension” means apps, add-ons, configuration file, technical add-ons, connectors, plug-ins, module, command, function and any other technology or content that extends the features or functionality of the Splunk Services or supports interoperability between Splunk Services and other systems or environments.

“Listing Requirements” means the approval criteria and submission guidelines published on the Listing Site, or other equivalent requirements and guidelines for Your Application to be included on Our Listing Site, and any updates, new versions, and replacements thereto.  

"Listing Site" means Our online directory of, or other platform(s) for, extensions. Among other things, Our Listing Site can list Your Applications and allows Users to review and deploy Your Applications. Listing Site includes any and all successors, replacements, new versions, derivatives, updates and upgrades thereto. 

"Listing Site Management API” means an API to manage  Your Application, including, but not limited to, creating, editing, updating, or archiving Your Application or the listing of our Your Application,  on the Listing Site and any accompanying or related documentation, source code, and other related materials made available by Splunk. 

"Splunk Developer Tools" means Splunk Application Programing Interface (API), Splunk Software Development Kit (SDK), the Listing Site Management API and any other configurations, libraries, documentation or tools provided by Splunk to You to facilitate or enable the creation of extensions or otherwise support interoperability between Splunk Services and other platforms and environments, including other Splunk Services. 

"Splunk Materials" means the Splunk Services, Splunk Developer Tools, Splunk user interface, documentation, Listing Site Management API, Splunk Confidential Information (see 11), Splunk provided extensions, examples, and anything else provided to You by Splunk for creating extensions. 

"Splunk Services" means Our software, software as a service, platform, or other Splunk offering that is licensed separately to You or Users, and any updates, upgrades, enhancements and new versions thereto. 

"User" means an end user of Your Application who is also an end user of Splunk Services. 

"User Data" means User’s contact information and information stored in Our systems about User's configuration and usage of Your Application, or the environment in which Your Application is operating. 

"We," "Us" or "Our" means Splunk Inc. and its affiliates. 

"You" or "Your" means the person accepting this Agreement or, if that person is accepting this Agreement on behalf of a company or other organization, that company or organization. 

"Your Application" means any extension that You create using the Splunk Materials for Your internal use or for a User's use in connection with Splunk Services.

"Your Materials" means Your Application and any content, documentation, information or materials contained in Your Application or otherwise provided by You (including, without limitation, any names, logos, brand features, screen shots, pictures, video tutorials, images, icons, data, and links to Your or third-party websites) in connection with Your Application. 

2. LICENSE TO SPLUNK DEVELOPER TOOLS

Subject to Your compliance with this Agreement, We grant You a non-exclusive, non-transferable, worldwide, non-sublicensable, royalty-free license to copy, modify, and use the Splunk Developer Tools solely for the purpose of developing extensions that work in connection with the relevant Splunk Services. If the Splunk Developer Tools include sample code, then You may also redistribute the sample code as part of Your Application.

3. LICENSE RESTRICTIONS AND OBLIGATIONS

3.1 Unless otherwise expressly permitted by Splunk, You may not and User has no right to: (a) copy any Splunk Materials (except as required to run the downloadable software portions of the Splunk Developer Tools or Splunk Services and for reasonable backup purposes); (b) modify, adapt, or create derivative works of the Splunk Materials; (c) rent, lease, loan, resell, transfer, sublicense, distribute, disclose or otherwise provide Splunk Materials to any third party; (d) decompile, disassemble or reverse-engineer the Splunk Materials, or determine or attempt to determine any source code, algorithms, methods or techniques embodied in the Splunk Materials, except to the extent expressly permitted by applicable law notwithstanding a contractual prohibition to the contrary; (e) provide to any third party the results of any benchmark tests or other evaluation of the Splunk Services without Splunk’s prior written consent; (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, any materials included in the Splunk Services; (g) remove or obscure any copyright, trademark, patent, or other proprietary notices, legends or symbols from the Splunk Materials; (h) otherwise access or use any Splunk Materials except as expressly authorized in this Agreement; or (i) encourage or assist any third party to do any of the foregoing. 

3.2 Your use and distribution of Your Applications is subject to the following restrictions: (a) any Splunk proprietary legends or notices contained in the Splunk Materials cannot be removed or altered when used in Your Applications; (b) You must comply with any restrictions or requirements for the third-party software (including any open source libraries) included in the Splunk Materials; and (c) You must not make any statement that Your Applications are certified or that performance is guaranteed by Splunk, unless first approved in writing from Splunk.

3.3 Your Applications must function solely with Splunk Services and are to be used only in connection with Splunk Services. If You allow Your Applications to be further modified or distributed by Users, You will limit such modification or distribution to be for use with Splunk Services only.

4. LICENSING, DISTRIBUTION AND DEPLOYMENT OF YOUR APPLICATIONS

4.1 You may offer, distribute and provide Your Applications to Users under Your own license terms, subject to any restrictions that govern your use of Splunk Materials. Your license is solely between You and Your User, and Your Application license terms may not make any representations about, or purport to bind Us.

4.2 If You choose to list Your Application on Our Listing Site, then You grant Us the right to list Your Application(s) on Our Listing Site during the term of this Agreement. You also hereby grant Us a non-exclusive, worldwide, fully paid-up, royalty-free, sublicensable license, under any patent, copyright, trademark, trade dress, right of publicity, right of privacy, and all other similar rights (“IP Rights”) in Your Materials to: (a) use, reproduce, perform, publicly display, disclose and test Your Application to determine if it satisfies the Listing Requirements, cloud interoperability requirements and/or other hosting or listing requirements; (b) use, reproduce, make available, publicly display, perform, demonstrate,, install, modify, host, sell, offer to sell, import, sublicense and distribute Your Application via the Listing Site and other means as requested by Users; and (c) use, reproduce, make available, publicly display, distribute, reformat, create excerpts from, promote, advertise,, and perform Your Materials (and any such excerpts) for the purpose of marketing Your Application and the Listing Site. You represent and warrant that You own or possess all IP Rights necessary to grant Us this license. 

4.3 In the event that You do not wish to furnish Your own license agreement for Your Application on Our Listing Site, You agree that Your User’s use of Your Application will be subject to the then-current standard default end user license agreement or terms of service furnished by Splunk. 

4.4 Subject to this Agreement, and if available for the Listing Site for Your Application, You may access and use the Listing Site Management API for the purpose of submitting updates of Your Applications already listed or hosted on the Listing Site. If You don’t agree to the terms of this Agreement related to the use of the Listing Site Management API, You must not enable, or if already enabled for Your account, You must disable and not use the Listing Site Management API. Once You enable the Listing Site Management API, submission of updates to Splunk will be permitted until disabled or until this Agreement is terminated. Enabling and disabling the use of the Listing Site Management API can be done through Your account settings. 

4.5 When using the Listing Site Management API, You may not, and may not attempt to (or allow those acting on Your behalf to, or attempt to): 

a) Sublicense or otherwise offer the Listing Site Management API for use by a third party; 

b) Use or access the Listing Site Management API in order to monitor the availability, performance, or functionality of the Listing Site or the Listing Site Management API or for any similar benchmarking purposes; 

c) Falsify or alter any unique referral identifier in, or assigned to, Your Application, or otherwise obscure or alter the source of queries coming from Your systems; or 

d) Use or access the Listing Site Management API to obtain access to or extract any data stored or transmitted through Listing Site other than Your Materials or to input data from any external source into Listing Site other than to Your account. 

You agree that You will only access (or attempt to access) the Listing Site Management API by the means described in the documentation of the Listing Site Management API. The Listing Site Management API is not supported under any Splunk support services agreement.

4.6 We may, in our sole discretion, temporarily or permanently revoke Your account  or access to the Listing Site Management API with or without notice to You and without liability or obligation to You.  

4.7 If You discover, or if any third party reports to you, any vulnerabilities related to Your system’s connection to the Listing Site, You agree that You will provide the vulnerability details to Splunk at splunkbase-admin@splunk.com. 

4.8 We may collect certain usage data for Your Applications to help us perform analytics and diagnostics, maintain security, monitor performance, and improve our platform. This information is associated with Your Splunk developer profile and are generally aggregated, but we may also share certain identifiable information with You under confidentiality to help You troubleshoot support issues and manage Your Application.    

5. CERTAIN OBLIGATIONS, REPRESENTATIONS AND WARRANTIES 

5.1 You acknowledge that You are solely responsible, and that We have no responsibility or liability of any kind, for the content, development, marketing, operation, licensing, deployment, support or maintenance of Your Materials. For example, You are solely responsible for: 

(a) the license You use with Your Application; 

(b) whether You license Your Application under an open source standard or proprietary license  on the Listing Site; 

(c) any payments you require of the User for accessing or downloading Your Application; 

(d) the technical provisioning, deployment and operation of Your Application, ; 

(e) providing support if You have represented to Users that Your Application is “Developer Supported”; 

(f) creating and displaying information and content on, through or within Your Application; 

(g) the accuracy, quality,  appropriateness, performance and security of Your Materials available on Our Listing Site, or through or within Your Application; 

5.2 You represent, warrant and covenant that: 

(a) Your Materials satisfy all Listing Requirements; 

(b) Your Materials and the use thereof by Us and any Users do not and will not violate, misappropriate or infringe the rights of any person or entity including any contract rights or any copyright, patent, trademark, trade secret or other proprietary or intellectual property right of any person or entity; 

(c) You will comply with all applicable local, state, national and international laws and regulations, including, without limitation, all applicable export control laws and privacy and data protection laws, and You will maintain all licenses, permits and permissions necessary in order for Us to list Your Materials on Our Listing Site; 

(d) Your Materials will not be offensive, profane, obscene, defamatory, fraudulent or otherwise illegal or inappropriate; 

(e) You will use the credentials associated with Your account and will not misrepresent or mask either Your identity or Your systems’ identity when accessing the Listing Site; 

(f) You will not access or use the Splunk Materials or Listing Site in any manner that does or could potentially undermine the security of the Splunk Materials or Listing Site or any other data or information stored in the Splunk Materials or Listing Site or transmitted through the Splunk Materials; 

(g) You will not interfere with, modify or disable (unless Your action is expressly permitted in the relevant documentation) any features, functionality or security controls of the Listing Site or Splunk Materials, or defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the Listing Site or Splunk Materials; 

(h) You will not reverse engineer, decompile, disassemble or derive source code, underlying ideas, algorithms, structure or organizational form from the Listing Site or Splunk Materials; 

(i) You will not violate any express limitations as set forth in the Listing Site or Splunk Materials’ documentation or otherwise access or use the Listing Site or Splunk Materials in a manner inconsistent with the documentation;      

(j) Your Application will not contain any malware, virus, worm, Trojan horse, adware, spyware, malicious code, security vulnerability or any software routines or components that permit unauthorized access, to disable or erase software, hardware or data, or to perform any other such actions that have the effect of materially impeding the normal and expected operation of Your Application or Splunk Services;    

(k) You will not access or attempt to access the Splunk Services by any means other than the interface we provide or authorize;
(l) You will not use any data mining or similar data gathering and extraction methods in connection with the Splunk Services, including data scraping for machine learning or other purposes; and
(m) You will not merge, integrate or use a SDK or API, or any portion, with any software that is subject to license terms that require any Splunk Materials to be licensed or otherwise shared with any third party (for example only, GPL license terms). 

5.3 While this Agreement is in effect, it governs the listing of Your Application on Our Listing Site, Your submissions to Splunk, and all of Our review of Your Application on the Listing Site. Before You submit Your Application to Us for review and listing on the Listing Site, You will complete evaluation and testing of Your Application as to its technology, functionality, performance, security, and user interface and its compliance with the Listing Requirements. We reserve the right to conduct any type of review of Your Application but may not review fully each and every application submitted; and it is Our sole discretion to determine whether to accept Your Application for listing on the Listing Site. Our acceptance and listing of Your Application on the Listing Site does not relieve You of any of the obligations in this Agreement. Further, Splunk’s review, testing or approval of Your Application will not relieve You of any of Your responsibilities under this Agreement. We may adopt and change Our review standards and processes in Our sole discretion. All submissions of Your Applications to Us for review or listing on the Listing Site must be made through Our online package submission process or, when enabled, through our Listing Site Management API. We also reserve the right to make all decisions regarding the placement or promotion of Your Application on the Listing Site. 

5.4 If we accept and list or host Your Application on Our Listing Site, You covenant that You will not – on account of such acceptance and listing or hosting – (a) represent in Your Materials, permitted marketing communications, or other communication channels that: (i) that You are a “partner” of Splunk or (ii) You are certified by Splunk, or (b) overstate in Your Materials, permitted marketing communications, or other communication channels (i) Your affiliation or relationship with Splunk or (ii) Your Application’s functionality or interoperability capabilities (including cloud interoperability).     

5.5 Any review by You of a Listing Site Application must be made in good faith after reasonable evaluation of the full Listing Site Application. 

6. CUSTOMER SUPPORT 

6.1 You will provide Us with Your current email address to which We may direct inquiries from Users regarding Your Applications. 

6.2 You agree that You are solely responsible for providing all support for Your Applications, and for providing to Users of Your Applications all information necessary for use of Your Applications. We have no obligation or responsibility to provide You or a customer or User of Your Application any support or maintenance. If You represent to Users that Your Application is “Developer Supported” then you must meet the requirements as provided in Splunk documentation (“Developer Supported Designation Requirements”). In the event that We determine, in Our sole discretion, You are not meeting the Developer Supported Designation Requirements, Splunk may remove the “Developer Supported” designation from Your Application.

7. TERM AND TERMINATION 

7.1 The term of this Agreement commences on the date You agree to it and continues until terminated. 

7.2 We may terminate this Agreement with or without cause upon five (5) business days' prior written notice. You may terminate this Agreement with or without cause upon five (5) business days’ prior written notice provided that Your Application has not been determined by Splunk, in its sole discretion, to be a solution dependency. If Your Application is a solution dependency, You agree that the licenses You provide to Us herein, including the right license, distribute and deploy Your Application, will continue for six (6) months beyond the date of termination.

7.3 Either party may terminate this Agreement upon written notice to the other party if (a) the other party becomes the subject of a petition in bankruptcy or other proceeding relating to insolvency, or makes an assignment for the benefit of creditors, (b) the other party is acquired by or becomes the terminating party's competitor, (c) the other party breaches its confidentiality obligations under this Agreement or infringes upon or misappropriates the terminating party's intellectual property rights, or (d) it determines, based on one or more customer or prospect complaints, that the other party's actions or statements creates a significant risk of harm to the terminating party's reputation or customer relationships. 

7.4 Upon termination of this agreement, you agree to immediately cease using the Splunk Materials and to return or destroy all copies of the Splunk Materials, including any documentation, and other Splunk confidential information in your possession or control, and we agree to take down your application and remove all your materials from the listing site in a reasonable timeframe. Termination of this agreement does not terminate or affect licenses granted to users or other third parties in accordance with this agreement. The parties' rights and obligations under the following sections of this agreement survive any termination or expiration of this agreement: 1, 3.2(c-d), 3.3, 4.1, 4.8, 5.1-5.2 to the extent they apply to your distribution of your application other than on our listing site, 6, 7.4, 8.2, 9.1 to the extent needed to not interrupt a user’s permitted license of your materials, and 10 – 19. Termination of this agreement does not derogate from any rights or obligations you may have under any other agreements with us. 

8. FEES AND PAYMENT 

8.1 Certain Listing Site benefits, such as listing and/or deploying Your Application pursuant to a partnership or other program with Us, may be subject to fees, as provided in a separate agreement with Us. 

8.2 Any payment due to Us from You and not received by Us by the due date may accrue late charges at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower. Payment obligations are non-cancelable and sums paid are nonrefundable. 

8.3 You may make Your Application available for free or for a fee. In the event that You charge a fee for Your Application, You will be solely responsible for collecting and processing payment and issuing any refunds to Users as necessary. You are also solely responsible for any taxes attributable to Your Application. 

9. INTELLECTUAL PROPERTY OWNERSHIP 

9.1 You retain ownership to Your Application and Your Materials, and Splunk retains ownership to all of Splunk Materials or any other technology provided by Splunk under this Agreement. Except as expressly granted in this Agreement, neither party has any right of any kind in the other party’s intellectual property, proprietary technology, websites, products, programs and services. 

9.2 Our trademarks, services marks and logos (including, without limitation “Splunk”, “Splunk Enterprise”, “Splunkbase”) may not be used in any manner except in accordance with Splunk’s trademark usage policies,  Listing Requirements, or with Our prior written consent. You will not include "Splunk" or "Splunk App" in any of Your trademarks or service marks or product, service or company names. You may use the term "Splunk" in a referential manner to indicate that Your Application is for use with Splunk Services but only if Your Application satisfies all the Listing Requirements. Your Application must also meet all other requirements in the Splunk naming conventions for apps and add-ons on Listing Site. You will not bid on or purchase any keyword that is Our trademark (including without limitation Splunk or Splunk App) in any keyword advertising service (such as, for example, Google AdWords).

9.3 Subject to Our and Your respective rights and obligations under this Agreement, We acknowledge that You and/or other parties may develop and publish applications that are similar to or otherwise compete with Our applications, and You acknowledge that We and/or other parties may develop and publish applications that are similar to or otherwise compete with Your Applications. Nothing in this Agreement impairs Our right to develop, acquire, license, market, promote or deploy products, software, or technologies that perform the same or similar functions as, or otherwise compete with, any products, software or technologies that You may develop, produce, market or deploy. Except as provided in a separately executed agreement, We are free to use any information, suggestions, or recommendations ("Feedback") You provide Us pursuant to this Agreement for any purpose, including Feedback on Splunk Materials. 

10. USE OF USER DATA 

To the extent You receive access to the User Data, You represent and warrant that You have notified Us and all of Your Users who are subjects of the User Data, or will notify them prior to their use of Your Application, that You may receive such data, and that We are not responsible for the privacy, security or integrity of the User Data. You further represent and warrant that to the extent You or Your Application stores, processes, collects or transmits User Data, neither You nor Your Application will, without appropriate prior user consent (except to the extent required by applicable law): (1) modify the content of the User Data in a manner that makes it inaccurate or misleading, (2) disclose or make available Your User Data to any third party other than Your applicable customer, or (3) use Your User Data for any purpose other than providing Your Application’s functionality, support and improvements to Users. You will also maintain and handle all of Your User Data in accordance with privacy and security measures reasonably adequate to preserve its confidentiality and security and all applicable privacy laws and regulations. Notwithstanding the foregoing, this paragraph does not restrict Your use or disclosure of aggregated and anonymized data containing Your User Data, provided that no Users are identified or identifiable through such aggregated data or through Your use of such aggregated data. 

11. CONFIDENTIALITY 

11.1 As used in this Agreement, "Confidential Information" means any information described below which is disclosed by one party (You or Us) to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information is limited to non-public aspects of Your Applications and any nonpublic information that You submit to Us in writing (including electronically) as part of our process for reviewing or listing Your Applications. Your Confidential Information may include non-publicly available code or other materials You submit for verification by Splunk that are clearly identified in writing as confidential. Notwithstanding the forgoing, Your Confidential Information does not include Application Failure Messages, which may be shared with third parties who want to use Your Application in their Splunk cloud instance but where Your Application cannot be deployed. Our Confidential Information is limited to non-public aspects of Listing Site and Our applications; non-public aspects of third-party applications listed on Listing Site to which you obtain access as a result of the relationship between You and Us under this Agreement; and non-public technology, customer data, Personal Data (defined below), technical information, and product plans to which You obtain access as a result of the relationship between You and Us under this Agreement. Confidential Information (except for Our customer data or Our data that relates to an identified or identifiable person (“Personal Data”)) does not include any information that: (i) is or becomes generally known to the public without breach of an obligation owed to the disclosing party (“Discloser”); (ii) was known to the receiving party (“Recipient”) before its disclosure by the Discloser without breach of an obligation owed to the Discloser; (iii) was independently developed by the Recipient without breach of an obligation owed to the Discloser; or (iv) is received from a third party without breach of an obligation owed to the Discloser. 

11.2 During the term of this Agreement and for five (5) years thereafter, the Recipient may not disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this Agreement, except with the Discloser's prior written permission; provided, however, Splunk may disclose the Confidential Information to its directors, officers, employees, consultants and service providers (“Representatives”) for purposes consistent with this Agreement and subject to such Representatives agreeing to keep the Confidential Information confidential. Our customer data and Our Personal Data must remain confidential and subject to applicable privacy laws at all times; for the avoidance of doubt, this means even after the five (5) year period referenced in this section, Our customer data and Our Personal Data must remain confidential. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care). 

11.3 If the Recipient is compelled by law to disclose Confidential Information of the Discloser, it must provide the Discloser with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Discloser's cost, if the Discloser wishes to contest the disclosure. 

11.4 If the recipient discloses or uses (or threatens to disclose or use) any confidential information of the discloser in breach of confidentiality protections hereunder, the discloser will have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate. 

12. WARRANTY DISCLAIMER 

We make no warranty or guarantee regarding: 

(a) any benefits, materials or services that We provide to You as a developer of Listing Site Application, including Splunk Materials. In particular, We do not warrant or guarantee that those services and benefits will increase Your sales; or 

(b) any third-party applications or content on Listing Site, even if We reviewed, tested, or moderated those applications or content. 

We disclaim all warranties, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. 

13. RISK OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS; RELEASE 

You acknowledge the risk that Users who access Your Materials through the Listing Site may develop applications that infringe or misappropriate Your IP Rights in Your Applications. Nothing in this Agreement restricts You from pursuing claims against such Users. However, in that event, You agree that Our provision of, and actions relating to, the Listing Site (including the vetting and deployment of any Listing Site Application) does not constitute contributory infringement or aiding or abetting of any such infringement or misappropriation. 

You hereby release and waive all claims against Us from any and all liability for claims, damages, costs and expenses of every kind and nature, arising out of or in any way connected with Your Materials and Your use of the Listing Site. If You are a California resident, You waive Your rights under California Civil Code Section 1542, which states “a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known to him must have materially affected his settlement with the debtor.” Residents of other states and nations similarly waive their rights under applicable and/or analogous laws or regulations. 

14. INDEMNITY 

You will indemnify, defend and hold Us and Our subsidiaries, affiliates, officers, agents, and employees harmless from any claims by third parties, and any related damages, losses or costs (including reasonable attorney fees and costs), arising out of a claim or demand (i) alleging that any of Your Materials infringe, misappropriate or violate any rights of a third party, (ii) related to any content or data routed into or used with Splunk Materials by You or those acting on Your behalf, or (iii) of an alleged breach by You related to any of Your Materials or Your breach of this Agreement. Splunk will provide prompt notice in writing of the claim; will grant You sole control of the defense and settlement of the claim, except that: (a) We may participate in the defense with counsel of Our choice at Our own expense, and (b) You will not, without Our prior written consent, agree to any settlement that (i) fails to release Us from all liability, (ii) contains an admission of fault or (iii) imposes a material obligation on Us; and We will provide You with all assistance, information and authority reasonably required for the defense and settlement of the claim, at Your cost. 

15. LIMITATION OF LIABILITY 

WE DO NOT HAVE ANY LIABILITY TO YOU FOR ANY LOST PROFITS, REVENUE, OR DATA, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EVEN IF YOU OR WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, SPLUNK MATERIALS, OR LISTING SITE, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE GREATER OF $100 OR THE AMOUNTS PAID BY AND DUE FROM YOU UNDER THIS AGREEMENT. 

16. GOVERNING LAW. This Agreement is 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 and without regard to the United Nations Convention on Contracts for the International Sale of Goods. Any legal action or proceeding arising under this Agreement must 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. 

17. EXPORT CONTROL. You may not use or otherwise export or re-export any Splunk Materials, except as authorized by the laws of the United States. In particular, but without limitation, you may not export or re-export Splunk Materials and Your Materials (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons List or Entity List. You represent and warrant that You are not located in any such country or on any such list. You also agree that You will not use or re-export any Splunk Materials and Your Materials for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, chemical or biological weapons. You are solely responsible for ensuring that Your provision of Your Materials to Users through Listing Site comply with any and all regulations regarding export and import of technology in relevant jurisdictions. 

18. PUBLICITY. You will not issue any press release announcing or relating to any Listing Site Application, Listing Site or this Agreement without the prior written approval of Splunk, except as required by law. Permitted marketing communications for Your Application are limited to Splunk’s pre-approved blogging and social media promotion. Prior to posting, reach out to press@splunk.com for review/approval and messaging and positioning guidance. 

19. MISCELLANEOUS. No delay or failure to take action under this Agreement constitutes a waiver unless expressly waived in writing, signed by a duly authorized representative of the party, and no single waiver constitutes a continuing or subsequent waiver. This Agreement binds Your successors but may not be assigned, in whole or part, by You without the written approval of Splunk. Any non-conforming assignment is null and void. The Splunk Materials were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable U.S. Federal Acquisition Regulation and agency supplements thereto. If any provision is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous understandings regarding the subject matter. No addition to or removal or modification of any of the provisions of this Agreement are binding upon Splunk unless made in writing and signed by Splunk.

Updated February 12, 2021