SPLUNK SOFTWARE LICENSE AGREEMENT

THIS SPLUNK SOFTWARE LICENSE AGREEMENT (THE "AGREEMENT") GOVERNS ALL SOFTWARE PROVIDED BY SPLUNK INC. ("SPLUNK") INCLUDING FREE SPLUNK SOFTWARE ("FREE SOFTWARE") AND SOFTWARE PURCHASED THROUGH SPLUNK'S ONLINE STORE OR OTHER CHANNELS ("PURCHASED SOFTWARE"), COLLECTIVELY THE SPLUNK SOFTWARE ("SOFTWARE") AND ANY AND ALL UPDATES, UPGRADES, AND MODIFICATIONS THERETO. CONFIRMATION OF YOUR ORDERS ("ORDER CONFIRMATION") WILL BE DEEMED INCORPORATED INTO AND MADE PART OF THIS AGREEMENT.

YOU WILL BE REQUIRED TO INDICATE YOUR AGREEMENT TO THESE TERMS AND CONDITIONS IN ORDER TO DOWNLOAD THE SOFTWARE AND REGISTER WITH SPLUNK IN ORDER TO OBTAIN LICENSE KEYS NECESSARY TO COMPLETE THE INSTALLATION PROCESS FOR PURCHASED SOFTWARE.  BY CLICKING ON THE "YES" BUTTON, DOWNLOADING OR INSTALLING THE SOFTWARE, OR USING ANY MEDIA THAT CONTAINS THE SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT.

IF YOU AGREE TO THESE TERMS ON BEHALF OF A BUSINESS, YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO BIND THAT BUSINESS TO THIS AGREEMENT, AND YOUR AGREEMENT TO THESE TERMS WILL BE TREATED AS THE AGREEMENT OF THE BUSINESS. IN THAT EVENT, "YOU" AND "YOUR" REFER HEREIN TO THAT BUSINESS.

"Splunk Developer API" means the documentation and functionality enabling  the creation of extensions to the Software. "Example Modules" means the  source code and binary form of examples that use the Splunk Developer  API.  

PURCHASED SOFTWARE TERM. Unless earlier terminated, this Agreement will be  in effect perpetually for any Purchased Software. "Term" means the period in  which the Agreement is in effect.

PURCHASED SOFTWARE FREE TRIAL. Notwithstanding the foregoing, if the  applicable Order Confirmation is limited to a free trial license, then  the Term will be limited to the free trial period specified in the Order  Confirmation, this Agreement and any license rights granted hereunder will  automatically terminate at the end of the free trial period, and there  will be no Renewal Term. Any license keys provided for a free trial will automatically expire and may cause the Software to become non-operational at the end of the free trial period. Provisions in this Agreement regarding License Fees, Maintenance and Support, and Warranty will not apply to free trials.

PURCHASED SOFTWARE LICENSE. Subject to your compliance with the terms and conditions of this Agreement, including your payment of the license fees set forth in each Order Confirmation (the "License Fees"), Splunk grants you a nonexclusive, nontransferable, revocable, limited license during the Term to use the Software for which you have paid the applicable License Fees as set forth in your Order Confirmation(s), only for your internal business purposes (which shall include use by consultants, accountants, auditors and attorneys hired to perform services for you) and only subject to the following conditions: you may use each Splunk Server with an Enterprise license to index no more than the peak daily volume of uncompressed data for which you have paid the applicable License Fees as set forth in your Order Confirmation (the "Maximum Peak Daily Volume"). The Software will be configured to display warnings and/or cease indexing data when the Maximum Peak Daily Volume is reached.

FREE SOFTWARE LICENSE. Subject to the terms and conditions of this Agreement, Splunk grants to You a non-exclusive, worldwide, fully-paid up copyright license to use the Free Splunk Software in binary form only and only subject to the following conditions: (i) to index no more than 500MB of peak daily volume of uncompressed data (the 'Maximum Peak Daily Volume') and only for your internal business purposes (which shall include use by consultants, accountants, auditors and attorneys hired to perform services for you). The Software will be configured to display warnings, reduce available functionality, and/or cease indexing data when the Maximum Peak Daily Volume is reached.

EXTENSION LICENSE. Splunk further grants to You a non-exclusive, worldwide, fully-paid up copyright license to use the Splunk Developer API and Example Modules included with the Software solely for the purpose of developing extensions to access the Splunk API or Example Modules for Your use in conjunction with the Software (collectively, "Your Extensions"). You agree to assume full responsibility for the performance of Your Extensions, and shall indemnify, hold harmless, and defend Splunk (including all of its officers, employees, directors, subsidiaries, representatives, affiliates and agents) and Splunk's suppliers from and against any claims or lawsuits, including attorney's fees and expenses, that arise or result from Your Extensions pursuant to this Agreement. You retain title to and copyright for Your Extensions, subject to Splunk's title to and copyright for the Software, the Splunk Developer API, and the Example Modules as specified in Ownership and Copyrights, below. This Agreement does not grant you any distribution rights. If you want to distribute or provide to any third parties Your Extensions, you must first register as a Splunk application developer and agree to the Splunk Developer Agreement at http://www.splunk.com/goto/devagreement. You will not remove or change any Splunk copyright notices or branding included in the Splunk Software or required by Splunk's Identity Guidelines as set forth at http://www.splunk.com/goto/splunkpowered, Splunk Developer APIs, or Example Modules, and will include such notices and branding in each copy of Your Extensions, the Splunk Software, the Splunk Developer APIs, and the Examples Modules that you make or distribute.

PURCHASED SOFTWARE RESTRICTIONS. You agree not to (i) use the Software except as expressly authorized in this Agreement and your Order Confirmation; (ii) copy the Software (except as required to run the Software and for reasonable backup purposes); (iii) modify, adapt, or create derivative works of the Software; (iv) rent, lease, loan, resell, transfer, sublicense (including but not limited to offering any of the functionality of the Software on a service provider, hosted or time sharing basis) or distribute the Software to any third party; (v) decompile, disassemble or reverse-engineer the Software or otherwise attempt to derive the Software source code; (vi) disclose to any third party the results of any benchmark tests or other evaluation of the Software, or (vii) authorize any third parties to do any of the above.

FREE SOFTWARE RESTRICTIONS. You shall not (i) decompile, disassemble or reverse engineer the Free Software without the express written authorization of Splunk; (ii) modify, adapt, or create derivative works of the Free Software; (iii) rent, lease, loan, or resell the Free Software, the Splunk Developer API, Example Modules, or Your Extensions (including but not limited to offering the functionality of the Free Software on an applications service provider or time sharing basis), except as expressly permitted in the Splunkbase Application Developer Agreement; (iv) decompile, disassemble or reverse-engineer the Software or otherwise attempt to derive the Software source code; (v) disclose to any third party the results of any benchmark tests or other evaluation of the Software, or (vi) authorize any third parties to do any of the above.

OWNERSHIP. Splunk and/or its licensors own all worldwide right, title and interest in and to the Software, including all worldwide intellectual property rights therein. You will not delete or in any manner alter the copyright, trademark, and other proprietary rights notices appearing in or on the Software as provided. All right, title, and interest in and to all copies the Splunk Developer API, and the Example Modules remains with Splunk and/or its licensors. The Software, Splunk Developer API, and Example Modules are copyrighted and protected by the laws of the United States and other countries, and international treaty provisions. You may not remove any copyright notices from the Software, the Splunk Developer API, or the Example Modules.

PURCHASED SOFTWARE LICENSE AND FEES. In order to access and use the Software, you are required to pay to Splunk the License Fees in accordance with your Order Confirmation. The License Fees will be due and payable in accordance with the terms set forth in your Order Confirmation. Any failure to pay the License Fees in accordance with an Order Confirmation will result in automatic revocation and termination of this Agreement and all rights and licenses granted hereunder. All License Fees are non-refundable once paid.

MAINTENANCE AND SUPPORT. Subject to your payment of the applicable annual maintenance and support fees set forth in your Order Confirmation (the "Support Fees"), Splunk will provide the level of support for the Purchased Software identified in your Order Confirmation in accordance with the support descriptions set forth on Splunk's website at www.splunk.com. Splunk is not obligated to support, update or upgrade the Free Software.

PURCHASED SOFTWARE VERIFICATION AND AUDIT. At Splunk's written request, you will furnish Splunk with a certification signed by an officer of your company verifying that the Software is being used in accordance with the terms and conditions of this Agreement and the applicable Order Confirmations. Upon at least ten (10) days prior written notice, Splunk may audit your use of the Software to ensure that you are in compliance with the terms of this Agreement and the applicable Orders. Any such audit will be conducted during regular business hours at your facilities, will not unreasonably interfere with your business activities and will be in compliance with your reasonable security procedures. You will provide Splunk with access to the relevant records and facilities. If an audit reveals that you have exceeded the daily peak volume during the period audited, then Splunk will invoice you, and you will promptly pay Splunk any underpaid fees based on Splunk's price list in effect at the time the audit is completed. If the daily peak volume usage exceeds ten percent (10%) of the licensed usage, then you will also pay Splunk's reasonable costs of conducting the audit.

PURCHASED SOFTWARE WARRANTY. Splunk warrants that for a period of thirty (30) days after your registration of the Software with Splunk, the Software will substantially achieve any material function described in documentation for the Software published by Splunk. As Splunk's sole liability and your sole remedy for any failure of the Software to conform to this warranty, Splunk will repair or replace (at Splunk's option) your copy of the Software.

WARRANTY DISCLAIMER. EXCEPT AS SET FORTH ABOVE, SPLUNK DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, QUIET ENJOYMENT AND WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. Splunk does not warrant (i) that the Software, developer's API'S or example modules will meet your requirements, (ii) that the Software will operate in the combinations that you may select, (iii) that the Software will serve the purposes intended by you, or (iv) that the operation of the Software will be error free or uninterrupted or that any Software errors will be corrected.

LIMITATION OF LIABILITY. SPLUNK'S TOTAL CUMULATIVE LIABILITY TO YOU, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO SPLUNK IN THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY. IN NO EVENT WILL SPLUNK BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING LOSS OF USE, DATA, OR PROFITS, BUSINESS INTERRUPTION, OR COSTS OF PROCURING SUBSTITUTE SOFTWARE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SOFTWARE, WHETHER SUCH LIABILITY ARISES FROM CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SPLUNK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. WITHOUT LIMITING THE FOREGOING, SPLUNK WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BUSINESS INTERRUPTION OR LOSS OF DATA ARISING FROM THE AUTOMATIC TERMINATION OF THE LICENSE RIGHTS GRANTED HEREIN AND ANY ASSOCIATED CESSATION OF THE SOFTWARE FUNCTIONS. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

PURCHASED SOFTWARE INDEMNITY. Splunk will defend, indemnify and hold you harmless from and against any loss, damage, liability or cost (including reasonable attorneys' fees) resulting from any third party claim that the Purchased Software infringes or violates any third party's patent, copyright or trademark rights; provided that you promptly notify Splunk in writing of any and all such claims. In the event of any loss, damage, liability or cost for which Splunk is obligated to indemnify you hereunder, Splunk shall have sole control of the defense and all related settlement negotiations, and you shall reasonably cooperate with Splunk in the defense and/or settlement thereof at Splunk's expense; provided that you may participate in such defense using your own counsel, at your own expense.

TERMINATION. You may terminate this Agreement at any time by destroying or returning to Splunk all copies of the Software, including any documentation, in your possession and control, and providing to Splunk a written statement signed by an authorized representative of your company notifying Splunk that you are terminating the Agreement and certifying such destruction or return. Upon thirty days notice, Splunk may terminate this Agreement (and your license rights) upon notice in the event that you breach any provision of this Agreement and have not cured the breach during such notice period. Upon any expiration or termination of this Agreement, the rights and licenses granted hereunder will automatically terminate, and you agree to immediately cease using the Software and to return or destroy all copies of the Software in your possession or control. In the event of termination of this Agreement, Splunk will have no obligation to refund any License Fees, Support Fees, or other fees received from you during the Term. All provisions of this Agreement related to disclaimers of warranties, limitation of liability, remedies, damages, or Splunk's proprietary rights shall survive termination.

SEVERABILITY. All rights and remedies, whether conferred hereunder or by any other instrument or law, will be cumulative and may be exercised singularly or concurrently. Failure by either Splunk or You to enforce any term will not be deemed a waiver of future enforcement of that or any other term. The terms and conditions stated herein are declared to be severable. Should any term(s) or condition(s) of this Agreement be held to be invalid or unenforceable the validity, construction and enforceability of the remaining terms and conditions of this Agreement shall not be affected.

EXPORT. You agree to comply fully with all relevant export laws and regulations of the United States ("Export Laws") to ensure that the Software is not (i) exported or re-exported directly or indirectly in violation of Export Laws; or (ii) intended to be used for any purposes prohibited by the Export Laws, including but not limited to nuclear, chemical, or biological weapons proliferation.

GOVERNMENT RESTRICTED RIGHTS. The Software shall be classified as "commercial computer software" as defined in the applicable provisions of the Federal Acquisition Regulation (the "FAR") and supplements thereto, including the Department of Defense (DoD) FAR Supplement (the "DFARS"). The parties acknowledge that the Software was developed entirely at private expense and that no part of the Software was first produced in the performance of a Government contract. If the Software is supplied for use by DoD, the Software is delivered subject to the terms of this Agreement and in accordance with DFARS 227.7202-1(a) and 227.7202-3(a) (1995), with restricted rights in accordance with DFARS 252.227-7013(c)(1)(ii) (OCT 1988), as applicable. If the Software is supplied for use by a Federal agency other than DoD, the Software is restricted computer software delivered subject to the terms of this Agreement and FAR 12.212(a) (1995); (ii) FAR 52.227-19; or FAR 52.227-14(ALT III), as applicable.

PUBLICITY.  You agree that Splunk may identify you as a Splunk customer on Splunk websites, client lists, press releases, and/or other marketing.  You also agree that Splunk may publish a brief description highlighting your deployment of the Software.

GENERAL. This Agreement shall 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 this Agreement 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. If any portion hereof is found to be void or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect. Neither party may assign this Agreement, in whole or in part, except in connection with an internal reorganization or a sale of the business with which this Agreement is associated without Splunk's prior written consent, and any attempt to assign this Agreement other than as permitted above will be null and void. This Agreement is intended for the sole and exclusive benefit of the parties and is not intended to benefit any third party. Only the parties to this Agreement may enforce it. This Agreement and any Order Confirmations constitute the complete and exclusive understanding and agreement between the parties regarding their subject matter and supersede all prior or contemporaneous agreements or understandings, written or oral, relating to their subject matter. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by duly authorized representatives of both parties.