Last Updated: February 10, 2023
These Splunk General Terms (“General Terms”) between Splunk Inc., a Delaware corporation, with its principal place of business at 270 Brannan Street, San Francisco, California 94107, U.S.A (“Splunk” or “we” or “us” or “our”) and you (“Customer” or “you” or “your”) apply to the purchase of licenses and subscriptions for Splunk’s Offerings. By clicking on the appropriate button, or by downloading, installing, accessing or using the Offerings, 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 the Customer, do not download, install, access, or use any of the Offerings.
See the General Terms Definitions Exhibit attached for definitions of capitalized terms not defined herein.
Trials and Evaluations. Offerings provided for trials and evaluations are provided at no charge, and their use will be for a limited duration.
Beta Licenses. Some Offerings and features may be available to you as a preview, or as an alpha, beta or other pre-release version (each, a “Beta Offering”). All rights for Beta Offerings are solely for internal testing and evaluation. Your use of a Beta Offering will be for the term specified by us, and if no term is specified, then for the earlier of one year from the start date of the Beta Offering or when that version of the Beta Offering becomes generally available. We may discontinue the Beta Offering at any time and may decide not to make any of the features and functionality generally available.
Free Licenses. From time to time, we may make certain Offerings available for full use (i.e., not subject to limited evaluation purposes) at no charge. These free Offerings may have limited features, functions, and other technical limitations.
Donated Offerings. Donated Offerings are free limited Offerings donated to qualifying Nonprofits under a Splunk donation program. By procuring and making use of a Donated Offering, you hereby represent and warrant that you are a lawfully organized Nonprofit, and you agree to provide verification of your nonprofit status to Splunk upon request. At Splunk’s request, you agree: (a) to publish a press release and case study on your use of the Donated Offering; and (b) to be interviewed for the production of a Splunk customer video that will accompany the press release and case study. Splunk will draft and edit all content in collaboration with you and will obtain your edits and written approval (email is sufficient) prior to publication, and such approval will not be unreasonably withheld. You will allow Splunk to reference your Nonprofit and leading spokespeople in press releases with your written approval (email is sufficient). Splunk may use your name and logo on sales presentations, websites, and other marketing collateral without your prior approval.
You may permit your authorized consultants, contractors, and agents (“Third-Party Providers”) to access and use your Purchased Offerings, but only on your behalf in connection with providing services to you, and subject to the terms and conditions of these General Terms. Any access or use by a Third-Party Provider will be subject to the same limitations and restrictions that apply to you under these General Terms, and you will be responsible for any Third-Party Provider’s actions relating to their use of the Offering. The aggregate use by you and all of your Third-Party Providers must not exceed the Capacity purchased, and nothing in this Section is intended to or will be deemed to increase such Capacity.
Splunk offers standard services to implement and configure your Purchased Offerings. These services are purchased under an Order and are subject to the payment of the Fees therein and the terms of the Configuration and Implementation Services Exhibit attached to these General Terms.
Splunk will follow globally recognized data protection principles and industry-leading standards for the security of personal data. Splunk will comply with the requirements and obligations set forth in Splunk’s Data Processing Addendum (“DPA”), located at https://www.splunk.com/en_us/legal/splunk-dpa.html, which includes standard terms for the processing of personal data (including, as applicable, personal data in a Hosted Service).
Except as expressly permitted in an Order, these General Terms or our Documentation, you agree not to (nor allow any user or Third Party Provider to): (a) reverse engineer (except to the extent specifically permitted by statutory law), decompile, disassemble or otherwise attempt to discover source code or underlying structures, ideas or algorithms of any Offering; (b) modify, translate or create derivative works based on the Offerings; (c) use an Offering to ingest, monitor or analyze the machine, IT system or application data of any third party; (d) resell, transfer or distribute any Offering; (e) access or use any Offering in order to monitor its availability, performance, or functionality for competitive purposes; (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, Offerings; (g) separately use any of the applicable features and functionalities of the Offerings with external applications or code not furnished by Splunk or any data not processed by the Offering; (h) exceed the Capacity purchased or (i) use any Offering in violation of all applicable laws and regulations (including but not limited to any applicable privacy and intellectual property laws).
Certain Offerings may contain Open Source Software. Splunk makes available in the applicable Documentation a list of Open Source Software incorporated in our On-Premises Products as 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. 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, these terms will not (a) impose any additional restrictions on your use of the Offering, or (b) negate or amend any of our responsibilities with respect to the Offering.
Splunk makes Splunk Developer Tools available to you so you can develop Extensions for use with your Purchased Offerings (Extensions that you develop, “Customer Extensions”).
You have a nonexclusive, worldwide, nontransferable, nonsublicensable right, subject to the terms of these General Terms, to use Splunk Developer Tools to develop your Customer Extensions, including to support interoperability between the Offering and your system or environment. Splunk proprietary legends or notices contained in the Splunk Developer Tools may not be removed or altered when used in or with your Customer Extension. You retain title to your Customer Extensions, subject to Splunk’s ownership in our Offerings and any materials and technology provided by Splunk in connection with the Splunk Developer Tools. You agree to assume full responsibility for the performance and distribution of Customer Extensions.
The payment terms below only apply when you purchase Offerings directly from Splunk. When you purchase from an authorized reseller or Digital Marketplace, the payment terms are between you and the authorized reseller or Digital Marketplace. However, a breach of your payment obligations for an Offering with a Digital Marketplace will be deemed a breach of this Section 18.
In no event will the aggregate liability of either party, together with any of its Affiliates, arising out of or related to any Purchased Offering exceed the total amount paid by you for that Purchased Offering in the twelve (12) months preceding the first incident out of which the liability arose. However, the foregoing limitation will not limit your obligations under the “Payment” section above and will not be deemed to limit your rights to any service level credits under any applicable Service Level Schedule. Furthermore, the cap above will not be deemed to limit Splunk’s right to recover amounts for your use of an Offering in excess of the Capacity purchased or use outside of Internal Business Purposes.
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 foregoing limitations will 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 limitation of liability herein will not apply to a party’s infringement of the other party’s intellectual property rights, indemnification obligations, or the fraud, gross negligence or willful misconduct of a party.
The foregoing disclaimers of damages will also not apply to the extent prohibited by law. Some jurisdictions do not allow the exclusion or limitation of certain damages. To the extent such a law applies to you, some or all of the exclusions or limitations set forth above may not apply to you, and you may have additional rights.
Our Offerings and policies may be updated over the course of our relationship. From time to time, Splunk may update or modify an Offering and our policies, provided that: (a) the change and modification applies to all customers generally, and are not targeted to any particular customer; (b) no such change or modification will impose additional fees on you during the applicable Term or additional restrictions on your use of the Offering, (c) no such change will override or supersede the allocation of risk between us under these General Terms, including without limitation the terms under Sections 22 (Limitation of Liability) and 23 (Indemnity); (d) no such change or modification will materially reduce the security protections or overall functionality of the applicable Offering; and (e) any such change or modification will apply only prospectively, and will not apply to any breach or dispute that arose between the parties prior to the effective date of the change or modification. In the event of any conflict between these General Terms and the policies incorporated herein by reference, these General Terms will control.
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 hereby consent to personal jurisdiction and venue therein. Splunk may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of intellectual property or other proprietary rights of Splunk, its Affiliates, or any third party.
Neither the Uniform Computer Information Transactions Act nor the United Nations Convention for the International Sale of Goods will apply to these General Terms.
“Affiliates” means a 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 fifty percent (50%) of the voting rights in such entity (or, in the case of a noncorporate entity, equivalent rights).
“Capacity” means the measurement of usage of an Offering (e.g., aggregate daily volume of data indexed, specific source type rights, number of search and compute units, number of monitored accounts, virtual CPUs, user seats, use cases, storage capacity, etc.) that is purchased for an Offering, as set forth in the applicable Order. The Capacities for each of our Offerings can be found here: https://www.splunk.com/en_us/legal/licensed-capacity.html.
“CCPA” means the California Consumer Privacy Act of 2018.
“Confidential Information” means all nonpublic information disclosed by a party ("Disclosing Party”) to the other party (“Receiving 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. Notwithstanding the foregoing, “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 Subscription” means the right of Customer to receive content applicable to an Offering (e.g., models, templates, searches, playbooks, rules and configurations, as described in the relevant Documentation) on a periodic basis over the applicable Term. Content Subscriptions are purchased as an add-on service and are identified in an Order.
“Customer Content” means any data that is ingested by or on behalf of you into an Offering from your internal data sources.
“Delivery” means the date of Splunk’s initial delivery of the license key for the applicable Offering or, for Hosted Services, the date Splunk makes the applicable Offering available to you for access and use.
“Digital Marketplace” means an online or electronic marketplace operated or controlled by a third party where Splunk has authorized the marketing and distribution of its Offerings.
“Documentation” means the online user guides, documentation and help and training materials published on Splunk’s website (such as at https://docs.splunk.com/Documentation) or accessible through the applicable Offering, as may be updated by Splunk from time to time.
“Enhancements” means any updates, upgrades, releases, fixes, enhancements, or modifications to a Purchased Offering made generally commercially available by Splunk to its customers under the terms and conditions in the Support Exhibit.
“Extension” means any separately downloadable or accessible suite, configuration file, add-on, technical add-on, plug-in, example module, command, function, playbook, content or application that extends the features or functionality of the applicable Offering.
“Fees” means the fees that are applicable to an Offering, as identified in the Order.
“GDPR” means the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data) as updated, amended or replaced from time to time.
“HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as amended, and supplemented by the Health Information Technology for Economic and Clinical Health Act.
“Hosted Service” means a technology service hosted by or on behalf of Splunk and provided to you.
“Internal Business Purpose” means your use of an Offering for your own internal business operations, based on the analysis, monitoring or processing of your data from your systems, networks, and devices. Accordingly, Internal Business Purpose does not include monitoring or servicing the systems, networks and devices of third parties.
“ITAR Data” means information protected by the International Traffic in Arms Regulations.
“Nonprofit” means a 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.
“Offerings” means the products, services, and other offerings that Splunk makes generally available, including without limitation On-Premises Products, Hosted Services, Support Programs, Content Subscriptions and Configuration and Implementation Services.
“On-Premise Product” means the Splunk software that is delivered to you and deployed and operated by you or on your behalf on hardware designated by you, and any Enhancements made available to you by Splunk.
“Open Source Software” means software 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, and/or (iii) redistributed under the same license terms.
“Orders” means Splunk’s quote or ordering document (including online order form) accepted by you via your purchase order or other ordering document submitted to Splunk (directly or indirectly through an authorized reseller or Digital Marketplace) to order Offerings, which references the Offering, Capacity, pricing and other applicable terms set forth in an applicable Splunk quote or ordering document. Orders do not include the terms of any preprinted terms on your purchase order or other terms on a purchase order that are additional or inconsistent with the terms of these General Terms.
“PCI Data” means credit card information within the scope of the Payment Card Industry Data Security Standard.
“PHI Data” means any protected health data, as defined under HIPAA.
“Purchased Offerings” means the services, subscriptions and licenses to Offerings that are acquired by you under Orders, whether directly or through an authorized reseller or Digital Marketplace.
“Service Level Schedule” means a Splunk policy that applies to the availability and uptime of a Hosted Service and which, if applicable, offers service credits as set forth therein.
“Splunkbase” means Splunk’s online directory of or platform for Extensions, currently located at https://splunkbase.splunk.com and any and all successors, replacements, new versions, derivatives, updates and upgrades and any other similar platform(s) owned and/or controlled by Splunk.
“Splunk Developer Tool” means the standard application programming interface, configurations, software development kits, libraries, command line interface tools, other tooling (including scaffolding and data generation tools), integrated development environment plug-ins or extensions, code examples, tutorials, reference guides and other related materials identified and provided by Splunk to facilitate or enable the creation of Extensions or otherwise support interoperability between the software and your system or environment.
“Splunk Extensions” means Extensions made available through Splunkbase that are identified on Splunkbase as built by Splunk (and not by any third party).
“Support Programs” are the Support Programs offered by Splunk and identified here: https://www.splunk.com/en_us/customer-success/support-programs.html
“Term” means the duration of your subscription or license to the applicable Offering that starts and ends on the date listed on the applicable Order. If no start date is specified in an Order, the start date will be the Delivery date of the Offering.
“Third Party Content” means information, data, technology, or materials made available to you by any third party that you license and add to a Hosted Service or direct Splunk to install in connection with a Hosted Service. Third-Party Content includes but is not limited to, Third-Party Extensions, web-based or offline software applications, data service or content that are provided by third parties.
“Usage Data” means data generated from the usage, configuration, deployment, access, and performance of an Offering. For example, this may include such things as information about your operating environment, such as your network and systems architecture, or sessions, such as page loads and session views, duration, or interactions, errors, number of searches, source types and format (e.g., json, xml, csv), ingest volume, number of active and licensed users, or search concurrency. Usage Data does not include Customer Content.
This Support Exhibit forms a part of the Splunk General Terms and governs your purchase, and Splunk’s provision of Support Services.
This Configuration and Implementation Services Exhibit forms a part of the Splunk General Terms and governs your purchase, and Splunk’s provision of Configuration and Implementation Services.
Capitalized terms below are defined in the General Terms, this Exhibit or in the Definition Exhibit attached to this Exhibit.
“C&I Services” means the services outlined in the Statement of Work.
“C&I Services Materials” means the materials and other deliverables that are provided to you as part of the C&I Services, and any materials, technology, know-how and other innovations of any kind that we or our Personnel may create or reduce to practice in the course of performing the C&I Services, including without limitation all improvements or modifications to our proprietary technology, and all Intellectual Property Rights therein.
“Customer Materials” means the data, information, and materials you provide to us in connection with your use of the C&I Services.
“Fees” means the fees that are applicable to the C&I Services, as identified in the Statement of Work.
"Intellectual Property Rights" means all worldwide intellectual property rights, 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.
“Personnel” means any employee, consultant, contractor, or subcontractor of Splunk.
“Splunk Preexisting IP” means, with respect to any C&I Services Materials, all associated Splunk technology and all Intellectual Property Rights created or acquired: (a) prior to the date of the Statement of Work that includes such C&I Services Materials, or (b) after the date of such Statement of Work but independently of the C&I Services provided under such Statement of Work.
“Statement of Work” means the statements of work and/or any and all applicable Orders, that describe the specific services to be performed by Splunk, including any materials and deliverables to be delivered by Splunk.
Purchasing Through Authorized Resellers, Digital Marketplaces, and Splunk Affiliates
Your Contractors and Third Party Providers
Hosted Services and Specific Offering Terms
Configuration and Implementation Services
Data Protection for Personal Data
Our Ethics, Compliance and Corporate Responsibility
Capacity and Usage Verification
Splunk Developer Tools and Customer Extensions
Third Party Products, Third-Party Extensions, Third-Party Content and Unsupported Splunk Extensions
General Terms Definitions Exhibit
Support Exhibit to Splunk General Terms
Configuration and Implementation Services Exhibit to Splunk General Terms
Configuration and Implementation Services Definitions Exhibit