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Last Updated: September 4, 2024

These Splunk General Terms (“General Terms”) between Splunk LLC, a Delaware corporation, with its office at 3098 Olsen Drive, San Jose, California 95128, USA (“Splunk” or “we” or “us” or “our”) and you (“Customer” or “you” or “your”) govern your acquisition, access to, and use of Splunk’s Offerings, regardless of how accessed or acquired, whether directly from us or from another Approved Source. By clicking on the appropriate button, or by downloading, installing, accessing, or using any Offering, 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 Customer, do not download, install, access, or use any Offering. The “Effective Date” of these General Terms is: (i) the date of Delivery; or (ii) the date you access or use the Offering in any way, whichever is earlier. Capitalized terms are defined in the Definitions section below.

1. Your Use Rights and Limits
2. Purchasing Through Approved Sources
3. Your Third Party Providers

You may permit your Third Party Providers to access and use the Offerings on your behalf, provided that: (i) such access and use will at all times be subject to these General Terms and any applicable Order; (ii) you will ensure these Third Party Providers comply with these General Terms and any applicable Order; (iii) you are liable for any action or omission of any Third Party Provider if that action or omission would constitute a breach of these General Terms or any Order if done by you; and (iv) the aggregate use by you and all of your Third Party Providers must not exceed the Capacity.

4. Hosted Services
5. Data Protection

We will follow globally recognized data protection principles for the processing of personal data as described in the applicable data processing addendum at https://www.splunk.com/en_us/legal/splunk-dpa.html (which is incorporated by reference). If we have separately executed a data processing addendum between us covering the same scope, it will apply instead of any data processing addendum posted online.

6. Security
7. Support and Maintenance

The specific Support Program included with an Offering will be identified in the Order. We will provide the purchased level of support and maintenance services for an Offering in accordance with the Support Terms effective on the Delivery of that Offering.

8. Configuration and Implementation Services

We offer additional services to configure and implement your Offering (“C&I Services”). These C&I Services are purchased under a Statement of Work and are subject to payment of applicable Fees. We provide C&I Services in accordance with our standard C&I Services terms at https://www.splunk.com/en_us/legal/professional-services-agreement.html, effective on the start date of the Statement of Work.

9. Our Compliance, Ethics and Corporate Responsibility
10. Usage Data

We collect and process Usage Data as set out in Splunk's Privacy Statement at https://www.splunk.com/en_us/legal/privacy/privacy-policy.html. Usage Data does not include Customer Content and will be kept confidential.

11. Capacity and Usage Verification
12. Our Use of Open Source

Certain Offerings may contain Open Source Software. In the applicable Documentation, we make available a list of Open Source Software and applicable licenses incorporated in our On-Premises Products to the extent 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, but only to the extent that Open Source Software is used as intended with 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, those terms will not: (i) impose any additional restrictions on your use of the Offering; or (ii) negate or amend our responsibilities with respect to the Offering.

13. Third Party Extensions, Content and Products
14. Your Compliance
15. Confidentiality
16. Payment
17. Warranties
18. Ownership
19. Term and Termination
20. Limitation of Liability

Each party’s aggregate liability, together with any of its Affiliates, arising out of or related to these General Terms will not, in any event, exceed the total amount paid by you for the affected Offering in the 12 months preceding the first incident out of which the liability arose. This liability cap does not limit: (i) your obligations under the “Payment” section above; (ii) your rights to any service level credits under any applicable Service Level Schedule; and (iii) our right to recover amounts for your use of an Offering in excess of the Capacity purchased or outside of your Internal Business Purpose.

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 limitations above 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 limitations above do not apply to your violation of the Use Rights limits in section 1.2 or either party’s: (a) infringement of the Intellectual Property Rights; (b) indemnification obligations; or (c) fraud, gross negligence or willful misconduct.

The limitations in this section do not apply to the extent prohibited by law. Some jurisdictions do not allow certain damages to be excluded or limited. To the extent such a law applies to you, some or all of the exclusions or limitations above may not apply to you, and you may have additional rights.

21. Indemnity
22. Updates to Offerings

From time to time, we may update or modify our Offerings and policies with prospective effect, provided that such change or modification: (i) applies to all our customers generally; (ii) does not impose additional fees or restrictions on your use of the Offering during the Term; (iii) does not override or supersede the risk allocation between us under these General Terms, including without limitation the terms under sections 20 (Limitation of Liability) and 21 (Indemnity); and (iv) does not materially reduce the security protections or overall functionality of the applicable Offering during the Term.

23. Governing Law

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 consent to that venue and personal jurisdiction. We may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged: (i) breach of confidentiality obligations; (ii) infringement of intellectual property or other proprietary rights of Splunk, our Affiliates or any third party; or (iii) violations of the Use Rights limits in section 1.2. You agree that such breach, infringement or violation likely causes irreparable harm. Neither the Uniform Computer Information Transactions Act nor the United Nations Convention for the International Sale of Goods will apply to these General Terms.

24. Use of Customer Name

Subject to your prior approval, we may add your name to our customer list, identify you as our customer on our websites and publicly use your name in connection with our marketing activities (e.g., press releases). Nothing in these General Terms gives you a right to use Splunk’s name, logo, or marks for any reason.

25. Miscellaneous
26. Definitions
TermMeaning
AffiliateA corporation, partnership or other entity controlling, controlled by, or under common control with such party, but only so long as such control continues to exist. For purposes of this definition, “control” means ownership, directly or indirectly, of greater than 50% of the voting rights in such entity or, in the case of a noncorporate entity, equivalent rights.
Approved SourceSplunk LLC, a Splunk Affiliate Distributor, our authorized reseller, our authorized platform or repository, or a Digital Marketplace.
AWSAmazon Web Services
Beta OfferingOfferings or features of our Offerings we make available as a preview, beta, or other pre-release version.
CapacityMeasurement of usage of an Offering (e.g., aggregate daily volume of data indexed, number of search and compute units, virtual CPUs, use cases, or storage capacity), as stated in the Order or, if there is no Order, then in the Offering materials. The Capacities for each of our Offerings are at https://www.splunk.com/en_us/legal/licensed-capacity.html.
C&I ServicesAs set out in section 8.
Confidential InformationAll non-public information disclosed by a party to the other party, whether orally or in writing, that is designated as “confidential” or that, given the nature of the information or circumstances surrounding its disclosure, should reasonably be understood to be confidential. However, “Confidential Information” does not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the disclosing party; (ii) was known to the receiving party prior to its disclosure by the disclosing party without breach of any obligation owed to the disclosing party; (iii) is received from a third party without breach of any obligation owed to the disclosing party; or (iv) was independently developed by the receiving party.
Content SubscriptionYour right to receive content applicable to an Offering (e.g., models, templates, searches, playbooks, rules and configurations, as described in the Documentation) on a periodic basis over the Term. Content Subscriptions are provided as an add-on service and are identified in the Order.
Customer ClaimAs set out in section 21.1.
Customer ContentAny data in an Offering that has been ingested by you or on your behalf from your internal data sources.
DeliveryThe date of our initial delivery of the license key for the Offering or, for Hosted Services, the date we make the Offering available to you for access and use.
Digital MarketplaceAn online or electronic marketplace operated or controlled by a third party where we have authorized the marketing and distribution of our Offerings.
DocumentationOnline user guides, documentation and help and training materials published on our website (such as at https://docs.splunk.com/Documentation) or accessible through the Offering, as may be updated by us from time to time.
EnhancementUpdates, upgrades, fixes, enhancements, or modifications to an Offering made generally commercially available by us to our customers under the Support Terms.
Export LawsAs set out in section 14.4.
ExtensionAny separately downloadable or accessible configuration file, add-on, plug-in, example module, command, function, playbook, content, or application that extends the features or functionality of the applicable Offering.
FeedbackIdeas for improvement, suggestions and other feedback you provide to us in connection with an Offering.
FeesFees that are applicable to an Offering, as identified in the Order.
HIPAAThe Health Insurance Portability and Accountability Act of 1996, as amended, and supplemented by the Health Information Technology for Economic and Clinical Health Act.
Hosted ServiceA technology service hosted by us or on our behalf and provided to you.
Intellectual Property RightsAll worldwide intellectual property rights (whether registered or unregistered), including copyrights and other rights in works of authorship; rights in trademarks, trade names, and other designations of source or origin; rights in trade secrets and confidential information; and patents and patent applications.
Internal Business PurposeYour use of an Offering for the analysis, monitoring or processing of your own internal IT infrastructure or business operations based on your data from your systems, networks, and devices. Accordingly, Internal Business Purpose does not include use of an Offering for purposes such as: (i) ingesting, analyzing, monitoring, processing or servicing the systems, networks, devices, or application data of third parties; or (ii) developing, testing, troubleshooting, or supporting any software or service that competes with any Offering, or that you use, or intend to use, for a commercial purpose and that integrates, interoperates with, or constitutes an extension of an Offering.
ITAR DataInformation protected by the International Traffic in Arms Regulations.
NonprofitA U.S. Federal 501(c)(3), tax-exempt, nonprofit corporation or association (or other nonprofit entity organized in accordance with the laws of where your nonprofit entity is registered) that has qualified for a free, donated Offering in connection with a Splunk donation program.
OfferingProducts, services, subscriptions, licenses, and other Splunk offerings (including any associated components), regardless of how acquired, whether directly from us or indirectly through another Approved Source. Examples of Offerings include On-Premises Products, Hosted Services, Support Programs, Content Subscriptions, and C&I Services.
On-Premises ProductSplunk software that is delivered to you and deployed and operated by you, or on your behalf, on hardware designated by you, and any Enhancements that we make available to you.
Open Source SoftwareSoftware that is licensed under a license approved by the Open Source Initiative or similar freeware license, with terms requiring that such software code be: (i) disclosed or distributed in source code or object code form; (ii) licensed for the purpose of making derivative works; or (iii) redistributed under the same license terms.
OrderOur quote or ordering document (including an online order form) accepted by you via your purchase order or other ordering document submitted to us (directly or indirectly through another Approved Source) to order Offerings, which references the Offering, Capacity, pricing and other applicable terms set out in our quote or ordering document. Orders do not include any preprinted terms on your purchase order or any other terms on your purchase order that are additional to, or inconsistent with, these General Terms.
PCI DataCredit card information within the scope of the Payment Card Industry Data Security Standard.
PHIAny protected health information, as defined under HIPAA.
Service Level ScheduleA Splunk policy that applies to the availability and uptime of a Hosted Service.
Specific Offering TermsAs set out in section 1.5.
SplunkbaseOur online directory of, or platform for, Extensions at https://splunkbase.splunk.com.
Splunk ExtensionsExtensions made available through Splunkbase that are identified on Splunkbase as built by us (and not by a third party).
Statement of WorkA statement of work or any Order that describes the specific C&I Services to be performed by us, including any materials and deliverables to be delivered by us.
Support PolicySplunk support policy at https://www.splunk.com/en_us/legal/splunk-software-support-policy.html.
Support ProgramThe Support Programs offered by us at https://www.splunk.com/en_us/support-and-services/support-programs.html.
Support TermsSplunk support terms at https://www.splunk.com/en_us/legal/support-terms.html.
TermDuration of your subscription or license to the Offering that starts and ends on the date listed on the Order. If no start date is specified in the Order, the start date will be the Delivery date of the Offering. If no end date or duration is specified in the Order (or if there is no Order associated with the Offering), the duration of your subscription or license is limited to 60 days, unless otherwise specified with the Offering or in these General Terms.
Third Party ContentInformation, data, technology, or materials made available to you by any third party that you license and add to a Hosted Service or direct us to install in connection with a Hosted Service. Examples of Third Party Content include Third Party Extensions, web-based or offline software applications, data service or content.
Third Party ExtensionsAn Extension created by a third party (not by us or our Affiliate).
Third Party ProductsAs set out in section 13.3.
Third Party ProvidersYour authorized consultants, contractors, and agents.
Trial OfferingAn Offering we make available on a trial or evaluation basis.
Usage DataData generated from the usage, configuration, deployment, access, and performance of an Offering.
Use RightsAs set out in section 1.1.