 
SPLUNK GENERAL TERMS

Last updated: February 13, 2020

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. 

1. License Rights

(A) General Rights. You have the nonexclusive, worldwide, 
    nontransferable and nonsublicensable right, subject to payment of 
    applicable Fees and compliance with the terms of these General 
    Terms, to use your Purchased Offerings for your Internal Business 
    Purposes during the Term and up to the Capacity purchased. 

(B) Copies for On-Premise Products. You have the right to make a 
    reasonable number of copies of On-Premise Products for archival 
    and back-up purposes.

(C) Splunk Extensions. You may use Splunk Extensions in 
    connection with the applicable Purchased Offering subject to the 
    same terms and conditions for that Offering (including with respect 
    to Term) and payment of any Fees associated with the Splunk 
    Extensions. Some Splunk Extensions may be made available under 
    license terms that provide broader rights than the license rights you 
    have to the applicable underlying Offering (e.g., if the Extension is 
    Open Source Software). These broader rights will apply to that 
    Splunk Extension. Splunk Extensions may be installed on Hosted 
    Services pursuant to our instructions. 

(D) Trials, Evaluations, Beta and Free Licenses.  

    (i) Trials and Evaluations. Offerings provided for trials and 
    evaluations, as specified in an Order, are provided at no 
    charge, and their use will be for the specified limited duration. 

    (ii) Beta Licenses. Some Offerings 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

    (iii) 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.

(E) Test and Development Licenses.  For Offerings identified as 
    "Test and Development" Offerings on your Order, you only have the 
    right to use those Offerings up to the applicable Capacity on a non-
    production system for non-production uses, including product 
    migration testing or pre-production staging, or testing new data 
    sources, types, or use cases.  Test and Development Offerings 
    may not be used for any revenue generation, commercial activity, 
    or other productive business or purpose.

(F) Limitations.  Notwithstanding anything to the contrary in these 
    General Terms, we do not provide maintenance and support, 
    warranties, or indemnification for Test and Development Offerings, 
    trials, evaluations, or free or Beta Offerings.
 

2. Purchasing Through Authorized Resellers

If you purchase Offerings through a Splunk authorized reseller, these 
General Terms will govern those Offerings. Your payment obligations 
for the Purchased Offerings will be with the authorized reseller, not 
Splunk. You will have no direct Fee payment obligations to Splunk for 
those Offerings. 

Any terms agreed to between you and the authorized reseller that are in 
addition to these General Terms are solely between you and the 
authorized reseller. No agreement between you and an authorized 
reseller is binding on Splunk, or will have any force or effect with respect 
to the rights in, or the operation, use or provision of, the Offerings. 

3. Your Contractors and Third Party Providers

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 or 
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.

4. Hosted Services

(A) Service Levels. When you purchase Hosted Services as a 
    Purchased Offering, we will make the applicable Hosted Services 
    available to you during the Term in accordance with these General 
    Terms.  If a Service Level Schedule applies to your Hosted Service 
    (as identified in the Specific Hosted Services Terms referenced in 
    Section 4(I) below), the Service Level Schedule and associated 
    remedies will apply to the availability and uptime of the Hosted 
    Service. If applicable, service credits will be available for downtime 
    in accordance with the Service Level Schedule.

(B) Data Protection. Please refer to Sections 9 and 10 below for 
    information on Splunk's security and data protection programs for 
    our Hosted Services.

(C) Maintaining Protections. Notwithstanding anything to contrary in 
    these General Terms, or any policy or terms referenced herein via 
    hyperlink (or any update thereto), Splunk may not, during a Term 
    materially diminish the security protections provided by the controls 
    set for the Hosted Service.

(D) Connections. You are responsible for obtaining and maintaining all 
    telecommunications, broadband and computer equipment and 
    services needed to access and use Hosted Services, and for 
    paying all associated charges.

(E) Your Responsibility for Data Protection. You are responsible for: 
    (i) selecting from the security configurations and security options 
    made available by Splunk in connection with a Hosted Service; (ii) 
    taking additional measures outside of the Hosted Service to the 
    extent the Hosted Service Offering does not provide the controls 
    that may be required or desired by you; and (iii) routine archiving 
    and backing up of Customer Content. You agree to notify Splunk 
    immediately if you believe that an unauthorized third party may be 
    using your accounts or if your account information is lost or stolen.

(F) Data Restrictions.  You may not transmit and/or store PHI Data, 
    PC&I Data or ITAR Data within the Hosted Services unless you 
    have specifically purchased a Purchased Offering for that 
    applicable regulated Hosted Services environment (as identified in 
    an Order).

(G) Refund Upon Termination for Splunk's Breach. If a Hosted 
    Service is terminated by you for Splunk's uncured material breach 
    in accordance with these General Terms, Splunk will refund you 
    any prepaid subscription fees covering the remainder of the Term 
    after the effective date of termination.

(H) Return of Customer Content. Customer Content may be retrieved 
    by you and removed from the Hosted Services in accordance with 
    the applicable Documentation. We will make the Customer Content 
    available on the Hosted Services for thirty (30) days after 
    termination of a subscription for your retrieval. After that thirty (30) 
    day period, we will have no obligation to maintain the storage of 
    your Customer Content, and you hereby authorize us thereafter to 
    delete all remaining Customer Content, unless we are otherwise 
    legally prohibited from doing so. If you require assistance in 
    connection with migration of your Customer Content, depending on 
    the nature of the request, we may require a mutually agreed upon 
    fee for assistance.

(I) Specific Hosted Services Terms.  Specific security controls and 
    certifications, data policies, service descriptions, Service Level 
    Schedules and other terms specific to Hosted Services ("Specific 
    Hosted Services Terms") are set forth here: 
    www.splunk.com/SpecificTerms, and will apply as applicable.

5. Support and Maintenance 

Your Purchased Offerings may include support and maintenance 
services as part of your purchase. The specific Support Program 
purchased with a Purchased Offering will be identified in the applicable 
Order. Splunk will provide the purchased level of support and 
maintenance services in accordance with the terms of the Support 
Exhibit attached to these General Terms. 

6. Configuration and Implementation Services 

Splunk offers standard services to implement and configure your 
Purchased Offerings, subject to the payment of the Fees for these 
services in an Order, and the terms of the Configuration and 
Implementation Services Exhibit attached to these General Terms. 

7. Use Restrictions

Except as expressly permitted in an Order or our Documentation, you 
agree not to (nor allow any third party 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 for 
service bureau purposes, or for any purpose other than your own 
Internal Business Purposes; (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).    

8. Our Ethics, Compliance and Corporate 
Responsibility

(A) Ethics and Corporate Responsibility. Splunk is committed to 
    acting ethically and in compliance with applicable law, and we have 
    policies and guidelines in place designed to provide awareness of, 
    and compliance with, the laws and regulations that apply to our 
    business globally. We are committed to ethical business conduct, 
    and we strive to perform in accordance with the highest global 
    ethical principles, as described in the Splunk Code of Conduct and 
    Ethics found here: https://investors.splunk.com/code-business-
    conduct-and-ethics-1. 
	
(B) Anti-Corruption. We use diligent efforts to implement and maintain 
    programs to ensure compliance with applicable anti-corruption and 
    anti-bribery laws. Splunk policy prohibits the offering or soliciting of 
    any illegal or improper bribe, kickback, payment, gift, or thing of 
    value to or from any of your employees or agents in connection with 
    these General Terms. If we learn of any violation of the above, we 
    will use reasonable efforts to promptly notify you at the main 
    contact address provided by you to Splunk.

(C) Export. We certify that Splunk is not on any of the relevant U.S. 
    government lists of prohibited persons, including the Treasury 
    Department's List of Specially Designated Nationals and the 
    Commerce Department's List of Denied Persons or Entity List. 
    Export information regarding our Offerings, including our export 
    control classifications for our Offerings, is found here: 
    https://www.splunk.com/en_us/legal/export-controls.html.


9. Data Protection 

Splunk follows globally recognized data protection principles and 
industry-leading standards for the security of personal data.  Splunk is 
self-certified with the U.S. Department of Commerce for the EU-U.S. 
and Swiss-U.S. Privacy Shield Frameworks. Splunk's data protection 
practices are set forth in Splunk Protects and include (as applicable) 
standard terms for the processing of Personal Data as defined under 
GDPR and Personal Information as defined under the CCPA.  Please 
refer to the applicable Specific Hosted Services Terms that may apply to 
your Purchased Offering.

10. Security

(A) General Security. Splunk's information security management 
    system ("ISMS") is calibrated to protect the confidentiality, integrity 
    and availability of customer data. Splunk employees receive 
    regular training on Splunk's security policies and procedures, 
    including annual training on secure data handling practices, and 
    supplemental, targeted trainings as appropriate. Employees are 
    background checked and Splunk vendors are risk assessed prior 
    to onboarding to determine if their data protection and security 
    practices meet Splunk's standards. 
	
(B) Offering Security. Hosted Services meet industry leading cloud 
    security standards appropriate to the nature of service provided, 
    e.g., Splunk Cloud HIPAA Offering certified to HIPAA security 
    requirements.  We have commercially reasonable physical, 
    technical and procedural measures in place to protect Customer 
    Content against destruction, loss, alteration, unauthorized 
    disclosure to third parties or unauthorized access by employees or 
    contractors employed by Splunk. Any specific and additional 
    security controls for a Hosted Service are set forth in the 
    applicable Documentation and Specific Hosted Services Terms 
    www.splunk.com/SpecificTerms.  Third-party certificates of 
    compliance issued as part of Splunk's audited third-party 
    compliance program are located on Splunk Protects.  In addition, 
    for On-Premise Products, which are not provided as a service and 
    therefore are not audited for compliance, Splunk follows industry 
    standard security controls for the processing of customer data 
    accessed or received through activities such as maintenance, 
    implementation or configuration services.  Those industry standard 
    security controls are set forth in Splunk's Information Security 
    Addendum ("ISA") located at www.splunk.com/on-pre-isa.
	
(C) Product Development Security. Splunk deploys secure software 
    development practices and uses a risk-based approach when 
    applying its standard software development lifecycle (SDLC) 
    methodology, which may include such things as performing 
    security architecture reviews, open source security scans, virus 
    detection, dynamic application security testing, network 
    vulnerability scans and external penetration testing in the 
    development environment.  Product-specific information about the 
    SDLC in our Offerings is detailed more fully in the ISA.  Splunk's 
    Product Security Portal contains detailed information about 
    Splunk's program for managing and communicating product 
    vulnerabilities.  Splunk categorizes product vulnerabilities in 
    accordance with the Common Vulnerability Scoring System 
    ("Medium," "High," or "Critical") and uses commercially reasonable 
    efforts to remediate vulnerabilities depending on their severity 
    level in accordance with industry standards.

11. Usage Data

From time to time, Splunk may collect Usage Data generated as a by-
product of your use of Offerings (e.g., technical information about your 
operating environment and sessions, systems architecture, page loads 
and views, product versions, number and type of searches, number of 
users, source type and format). Usage data does not include Customer 
Content. We collect Usage Data for a variety of reasons, such as to 
identify, understand, and anticipate performance issues and the factors 
that affect them, to provide updates and personalized experiences to 
customers, and to improve the Splunk Offerings.  Details on Splunk's 
Usage Data collection practices are set forth in Splunk's Privacy Policy.  

12. Capacity and Usage Verification 

(A) Certification. At Splunk's request, you will furnish Splunk a 
    certification signed by your authorized representative verifying that 
    your use of the Purchased Offering is in accordance with these 
    General Terms and the applicable Order. Also, if your Purchased 
    Offering requires usage reporting (as specified and agreed in the 
    Order), you agree to provide this reporting pursuant to those 
    requirements. 

(B) Specific Product Verification. For On-Premise Products, we may 
    ask you from time to time, but not more frequently than once per 
    calendar period, to cooperate with us to verify usage and 
    adherence to purchased Capacities. If Splunk requests a 
    verification process, you agree to provide Splunk reasonable 
    access to the On-Premise Product installed at your facility (or as 
    hosted by your Third Party Provider). If Splunk does any 
    verification, it will be performed with as little interference as 
    possible to your use of the On-Premise Product and your business 
    operations. Splunk will comply with your (or your Third Party 
    Providers') reasonable security procedures.

(C) Overages. If a verification or usage report reveals that you have 
    exceeded the purchased Capacity or the scope of your license 
    grant for your Purchased Offering (e.g. used as a service bureau) 
    during the period reviewed, then we will have the right to invoice 
    you using the applicable Fees at list price then in effect, which will 
    be payable in accordance with these General Terms.  Without 
    limiting Splunk's foregoing rights, with respect to Hosted Services, 
    Splunk may work with you to reduce usage so that it conforms to 
    the applicable usage limit, and we will in good faith discuss 
    options to right size your subscription as appropriate. For the 
    avoidance of doubt, notwithstanding anything to the contrary 
    herein, Splunk will have the right to directly invoice you for 
    overages, regardless of whether you purchased the Purchased 
    Offering from an authorized reseller. See the Specific Hosted 
    Services Terms for any additional information related to overages 
    for a Hosted Service.

13. Our Use of Open Source

Certain Offerings may contain Open Source Software. Splunk makes 
available in the applicable Documentation a list of Open Source 
Software incorporated in our On-Premise 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.

14. Splunk Developer Tools and Customer 
Extensions

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 (a) copy and modify Splunk Developer Tools to 
develop your Customer Extensions, including to support interoperability 
between the Offering and your system or environment, and (b) distribute 
your Customer Extensions exclusively for use with the designated 
Offering.  Your rights are subject to the following conditions: (x) 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; and (y) you may not make any statement that your Customer 
Extension is certified or that its performance is guaranteed by Splunk.  
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.  If you allow 
end users of Customer Extensions to modify or distribute the Customer 
Extensions, you will limit such modification or distribution to use with the 
designated Offering only, and will flow down the conditions in (x) and (y) 
above to end users of Customer Extensions.  You agree to assume full 
responsibility for the performance and distribution of Customer 
Extensions.

15. Third Party Extensions, Third Party Content 
and Unsupported Splunk Extensions

(A) Third Party Extensions. Splunk makes no promises or 
    guarantees related to Extensions on Splunkbase developed 
    and/or made available by a third party ("Third-Party Extension"). 
    Splunk makes Third Party Extensions available for download on 
    Splunkbase as a convenience to its customers. Splunk neither 
    controls nor endorses, nor is Splunk responsible for, any Third 
    Party Extension, including the accuracy, integrity, quality, legality, 
    usefulness or security of the Third Party Extension. Nothing in 
    these General Terms or on Splunkbase will be deemed to be a 
    representation or warranty by Splunk with respect to any Third 
    Party Extension, even if a particular Third Party Extension is 
    identified as "certified" or "validated" for use with an Offering. We 
    may, in our reasonable discretion, block or disable access to any 
    Third Party Extension at any time. Your use of a Third Party 
    Extension is at your own risk and may be subject to any additional 
    terms, conditions and policies applicable to that Third Party 
    Extension (such as license terms, terms of service, or privacy 
    policies of the providers of such Third Party Extension).

(B) Third Party Content. Hosted Services may contain features or 
    functions that enable interoperation with Third Party Content that 
    you, in your sole discretion, choose to add to a Hosted Service. 
    You may be required to obtain access separately to such Third 
    Party Content from the respective providers, and you may be 
    required to grant Splunk access to your accounts with such 
    providers to the extent necessary for Splunk to allow the 
    interoperation with the Hosted Service. By requesting or allowing 
    Splunk to enable access to such Third Party Content in connection 
    with the Hosted Services, you certify that you are authorized under 
    the provider's terms to allow such access.   If you install or enable 
    (or direct or otherwise authorize Splunk to install or enable) Third 
    Party Content for use with a Hosted Service where the 
    interoperation includes access by the third party provider to your 
    Customer Content, you hereby authorize Splunk to allow the 
    provider of such Third Party Content to access Customer Content 
    as necessary for the interoperation. You agree that Splunk is not 
    responsible or liable for disclosure, modification or deletion of 
    Customer Content resulting from access to Customer Content by 
    such Third Party Content, nor is Splunk liable for any damages or 
    downtime that you may incur or any impact on your experience of 
    the Hosted Service, directly or indirectly, as a result of your use of, 
    and/or reliance upon, any Third Party Content, sites or resources.

(C) Unsupported Splunk Extensions. The Service Level Schedule 
    commitments for any applicable Hosted Services will not apply to 
    Splunk Extensions labeled on Splunkbase as "Not Supported." 
    You agree that Splunk is not responsible for any impact on your 
    experience of a Hosted Service as a result of your installation 
    and/or use of any "Not Supported" Splunk Extensions, and that 
    your sole remedy will be to remove the "Not Supported" Splunk 
    Extension from the applicable Hosted Service. Further, some 
    Splunk Extensions may not be compatible or certified for use with 
    that Hosted Service (e.g., only specific Splunk Extensions are 
    validated for our FedRAMP authorized environment for Splunk 
    Cloud). Please refer to the applicable Documentation for more 
    information related to the Splunk Extensions compatible with your 
    specific Purchased Offering.

16. Your Compliance
 
(A) Lawful Use of Offerings. When you access and use an Offering, 
    you are responsible for complying with all laws, rules, and 
    regulations applicable to your access and use. This includes being 
    responsible for your Customer Content and users, for your users' 
    compliance with these General Terms, and the accuracy, lawful use 
    of, and the means by which you acquired your Customer Content.

(B) Registration. You agree to provide accurate and complete 
    information when you register for and use any Offering and agree 
    to keep this information current. Each person who uses any 
    Offering must have a separate username and password. For 
    Hosted Services, you must provide a valid email address for each 
    person authorized to use your Hosted Services, and you may only 
    have one person per username and password. Splunk may 
    reasonably require additional information in connection with certain 
    Offerings (e.g., technical information necessary for your connection 
    to a Hosted Service), and you will provide this information as 
    reasonably requested by Splunk. You are responsible for securing, 
    protecting and maintaining the confidentiality of your account 
    usernames, passwords and access tokens. 

(C) Export Compliance. You will comply with all applicable export 
    laws and regulations of the United States and any other country 
    ("Export Laws") where your users use any of the Offerings. You 
    certify that you are not on any of the relevant U.S. government lists 
    of prohibited persons, including the Treasury Department's List of 
    Specially Designated Nationals and the Commerce Department's 
    List of Denied Persons or Entity List. You will not export, re-export, 
    ship, transfer or otherwise use the Offerings in any country subject 
    to an embargo or other sanction by the United States, including, 
    without limitation, Iran, Syria, Cuba, the Crimea Region of Ukraine, 
    Sudan and North Korea, and you will not use any Offering for any 
    purpose prohibited by the Export Laws.

(D) GovCloud Services. If you access or use any Hosted Services in 
    the specially isolated Amazon Web Services ("AWS") GovCloud 
    (US) region (including without limitation any Hosted Services that 
    are provisioned in a FedRAMP authorized environment), you  
    represent and warrant that users will only access the Hosted 
    Services in the AWS GovCloud (US) region if users: (i) are "US 
    Person(s)" as defined under ITAR (see 22 CFR part 120.15); (ii) 
    have and will maintain a valid Directorate of Defense Trade 
    Controls registration, if required by ITAR; (iii) are not subject to 
    export control restrictions under US export control laws and 
    regulations (i.e.,  users are not  denied or debarred parties or 
    otherwise subject to sanctions); and (iv) maintain an effective 
    compliance program to ensure compliance with applicable US 
    export control laws and regulations, including ITAR, as applicable. 
    You are responsible for verifying that any user accessing Customer 
    Content in the Hosted Services in the AWS GovCloud (US) region 
    is eligible to access to such Customer Content.  The Hosted 
    Services in the AWS GovCloud (US) region may not be used to 
    process or store classified data.   You will be responsible for all 
    sanitization costs incurred by Splunk if users introduce classified 
    data into the Hosted Services in the AWS GovCloud (US) region. 

(E) Acceptable Use. Without limiting any terms under these General 
    Terms, you will also abide by our Hosted Services acceptable use 
    policy: https://www.splunk.com/view/SP-CAAAMB6.
 
17. Confidentiality

(A) Confidential Information. Each party will protect the Confidential 
    Information of the other. Accordingly, Receiving Party agrees to: (i) 
    protect the Disclosing Party's Confidential Information using the 
    same degree of care (but in no event less than reasonable care) 
    that it uses to protect its own Confidential Information of a similar 
    nature; (ii) limit use of Disclosing Party's Confidential Information 
    for purposes consistent with these General Terms, and (iii) use 
    commercially reasonable efforts to limit access to Disclosing Party's 
    Confidential Information to its employees, contractors and agents or 
    those of its Affiliates who have a bona fide need to access such 
    Confidential Information for purposes consistent with these General 
    Terms and who are subject to confidentiality obligations no less 
    stringent than those herein. 

(B) Compelled Disclosure of Confidential Information. 
    Notwithstanding the foregoing terms, the Receiving Party may 
    disclose Confidential Information of the Disclosing Party if it is 
    compelled by law enforcement agencies or regulators to do so, 
    provided the Receiving Party gives the Disclosing Party prior notice 
    of such compelled disclosure (to the extent legally permitted) and 
    reasonable assistance, at the Disclosing Party's cost, if the 
    Disclosing Party wishes to contest the disclosure. If the Receiving 
    Party is compelled to disclose the Disclosing Party's Confidential 
    Information as part of a civil proceeding to which the Disclosing 
    Party is a Party, and the Disclosing Party is not contesting the 
    disclosure, the Disclosing Party will reimburse the Receiving Party 
    for its reasonable cost of compiling and providing secure access to 
    such Confidential Information.

18. Payment

The payment terms below only apply when you purchase Offerings 
directly from Splunk. When you purchase from an authorized reseller, 
the payment terms are between you and the authorized reseller. 

(A) Fees. You agree to pay all Fees specified in the Orders. Fees are 
    non-cancelable and non-refundable, except as otherwise expressly 
    set forth in these General Terms. Without limiting any of our other 
    rights or remedies herein, overdue charges may accrue interest 
    monthly at the rate of 1.5% of the then-outstanding unpaid balance, 
    or the maximum rate permitted by law, whichever is lower. Fees are 
    due and payable either within 30 days from the date of Splunk's 
    invoice or as otherwise stated in the Order. 
	
(B) Credit Cards. If you pay by credit or debit card, you: (i) will provide 
    Splunk or its designated third-party payment processor with valid 
    credit or debit card information; and (i) hereby authorize Splunk or 
    its designated third-party payment processor to charge such credit 
    or debit card for all items listed in the applicable Order. Such 
    charges must be paid in advance or in accordance with any 
    different billing frequency stated in the applicable Order. You are 
    responsible for providing complete and accurate billing and contact 
    information and notifying Splunk in a timely manner of any changes 
    to such information.
	
(C) Taxes. All Fees quoted are exclusive of applicable taxes and 
    duties, including any applicable sales and use tax. You are 
    responsible for paying any taxes or similar government 
    assessments (including, without limitation, value-added, sales, use 
    or withholding taxes).  We will be solely responsible for taxes 
    assessable against us based on our net income, property and 
    employees


19. Splunk's Warranties 

(A) Relationship to Applicable Law. We will not seek to limit our 
    liability, or any of your warranties, rights and remedies, to the extent 
    the limits are not permitted by applicable law (e.g., warranties, 
    remedies or liabilities that cannot be excluded by applicable law). 

(B) General Corporate Warranty. Splunk warrants that it has the legal 
    power and authority to enter into these General Terms.

(C) Hosted Services Warranty.  Splunk warrants that during the 
    applicable Term: (i) Splunk will not materially decrease the overall 
    functionality of the Hosted Services; and (ii) the Hosted Services 
    will perform materially in accordance with the applicable 
    Documentation.  Our sole and exclusive liability, and your sole and 
    exclusive remedy for any breach of these warranties, will be your 
    right to terminate the applicable Hosted Services Purchased 
    Offering, and we will refund to you any prepaid but unused Fees for 
    the remainder of the Term.

(D) On-Premise Product Warranty. Splunk warrants that for a period 
    of ninety (90) days from the Delivery of an On-Premise Product, the 
    On-Premise Product will substantially perform the material 
    functions described in the applicable Documentation for such On-
    Premise Product, when used in accordance with the applicable 
    Documentation. Splunk's sole liability, and your sole remedy, for 
    any failure of the On-Premise Product to conform to the foregoing 
    warranty, is for Splunk to do one of the following (at Splunk's sole 
    option and discretion) (i) modify, or provide an Enhancement for, 
    the On-Premise Product so that it conforms to the foregoing 
    warranty, (ii) replace your copy of the On-Premise Product with a 
    copy that conforms to the foregoing warranty, or (iii) terminate the 
    Purchased Offering with respect to the non-conforming On-Premise 
    Product and refund the Fees paid by you for such non-conforming 
    On-Premise Product.

(E) Disclaimer of Implied Warranties.  Except as expressly set 
    forth above, the Offerings are provided "as is" with no 
    warranties or representations whatsoever, express or implied.   
    Splunk and its suppliers and licensors disclaim all warranties 
    and representations, including any implied warranties of 
    merchantability, satisfactory quality, fitness for a particular 
    purpose, noninfringement, or quiet enjoyment, and any 
    warranties arising out of course of dealing or trade usage. 
    Splunk does not warrant that use of Offerings will be 
    uninterrupted, error free or secure, or that all defects will be 
    corrected.

20. Ownership

(A) Offerings. As between you and Splunk, Splunk owns and reserves 
    all right, title, and interest in and to the Offerings, developer tools 
    and other Splunk materials, including all intellectual property rights 
    therein. We retain rights in anything delivered or developed by us or 
    on our behalf under these General Terms. No rights are granted to 
    you other than as expressly set forth in these General Terms.

(B) Customer Content. You own and reserve all right, title and interest 
    in your Customer Content. By sending Customer Content to a 
    Hosted Service, you grant us a worldwide, royalty free, non-
    exclusive license to access and use the Customer Content for 
    purposes of providing you the Hosted Service.

(C) Feedback. You have no obligation to provide us with ideas for 
    improvement, suggestions or other feedback (collectively, 
    "Feedback") in connection with an Offering, unless otherwise 
    expressly set forth in the applicable Order. If, however, you provide 
    any Feedback, you hereby grant to Splunk a non-exclusive, 
    transferable, irrevocable, worldwide, royalty-free license (with rights 
    to sublicense) to make, use, sell, offer to sell, reproduce, modify, 
    distribute, make available, publicly display and perform, disclose 
    and otherwise commercially exploit the Feedback.

21. Term and Termination

(A) Term and Renewal. These General Terms will commence upon 
    the Effective Date and will remain in effect until the expiration of all 
    applicable Purchased Offerings, unless earlier terminated pursuant 
    to this Section. Termination of a specific Purchased Offering will not 
    affect the Term of any other Purchased Offering. Termination of 
    these General Terms will have the effect of terminating all 
    Purchased Offerings. Grounds for terminating a Purchased Offering 
    (e.g., for non-payment), that are specific to the Purchased Offering, 
    will not be grounds to terminate Purchased Offerings where no 
    breach exists. Unless indicated otherwise in an Order, the Term of 
    a Purchased Offering (and these General Terms) will automatically 
    renew for an additional period of time equal to the length of the 
    preceding Term, unless one party notifies the other of its intent not 
    to renew at least one (1) day in advance of the expiration of the 
    Term or then-current renewal period. 
	
(B) Termination. Either party may terminate these General Terms, or 
    any Purchased Offering, by written notice to the other party in the 
    event of a material breach of these General Terms, or the specific 
    terms associated with that Purchased Offering, that is not cured 
    within thirty (30) days of receipt of the notice. Upon any expiration 
    or termination of a Purchased Offering, the rights and licenses 
    granted to you for that Purchased Offering will automatically 
    terminate, and you agree to immediately (i) cease using and 
    accessing the Offering, (ii) return or destroy all copies of any On-
    Premise Products and other Splunk materials and Splunk 
    Confidential Information in your possession or control, and, (iii) 
    upon our request, certify in writing the completion of such return or 
    destruction. Upon termination of these General Terms or any 
    Purchased Offering, Splunk will have no obligation to refund any 
    Fees or other amounts received from you during the Term. 
    Notwithstanding any early termination above, except for your 
    termination of our uncured material breach, you will still be required 
    to pay all Fees payable under an Order. 
	
(C) Survival. The termination or expiration of these General Terms will 
    not affect any provisions herein which by their nature survive 
    termination or expiration, including the provisions that deal with the 
    following subject matters: definitions, ownership of intellectual 
    property, confidentiality, payment obligations, effect of termination, 
    limitation of liability, privacy, and the "Miscellaneous" section in 
    these General Terms.
	
(D) Suspension of Service.   In the event of a material breach or 
    threatened material breach of this Agreement, Splunk may, without 
    limiting its other rights and remedies, suspend your use of the 
    Hosted Service until such breach is cured or Splunk reasonably 
    believes there is no longer a threat, provided that we will give you 
    at least five (5) days' prior notice before suspension. Suspension of 
    a Hosted Services will have no impact on the duration of the Term 
    of the Purchased Offering or the associated Fees owed.

22. Limitation of Liability 

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.  For the avoidance of doubt, 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.

23. Indemnity

(A) Our Indemnification to You. Splunk will defend and indemnify 
    you, and pay all damages (including attorneys' fees and costs) 
    awarded against you, or that are agreed to in a settlement, to the 
    extent a claim, demand, suit or proceeding is made or brought 
    against you or your Affiliates by a third party (including those 
    brought by the government) alleging that a Purchased Offering 
    infringes or misappropriates such third party's patent, copyright, 
    trademark or trade secret (a "Customer Claim"). Splunk will have 
    no obligation under the foregoing provision to the extent a 
    Customer Claim arises from your breach of these General Terms, 
    your Customer Content, Third Party Extension, or the combination 
    of the Offering with: (i) Customer Content; (ii) Third Party 
    Extensions; (iii) any software other than software provided by 
    Splunk; or (iv) any hardware or equipment. However, Splunk will 
    indemnify against combination claims to the extent (y) the 
    combined software is necessary for the normal operation of the 
    Purchased Offering (e.g., an operating system), or (z) the 
    Purchased Offering provides substantially all the essential elements 
    of the asserted infringement or misappropriation claim. Splunk may 
    in its sole discretion and at no cost to you: (1) modify any 
    Purchased Offering so that it no longer infringes or misappropriates 
    a third party right, (2) obtain a license for your continued use of the 
    Purchased Offering, in accordance with these General Terms, or 
    (3) terminate the Purchased Offering and refund to you any prepaid 
    fees covering the unexpired Term. 
	
(B) Your Indemnification to Us. Unless expressly prohibited by 
    applicable law, you will defend and indemnify us, and pay all 
    damages (including attorneys' fees and costs) awarded against 
    Splunk, or that are agreed to in a settlement, to the extent a claim, 
    demand, suit or proceeding is made or brought against Splunk or 
    its Affiliates by a third party (including those brought by a 
    government entity) that: (i) alleges that your Customer Content or 
    Customer Extensions infringes or misappropriates such third party's 
    patent, copyright, trademark or trade secret, or violates another 
    right of a third party; or (ii) alleges that your Customer Content or 
    your use of any Offering violates applicable law or regulation.
	
(C) Mutual Indemnity. Each party will defend (or settle), indemnify and 
    hold harmless at its expense, any action brought against the other 
    party by a third party to the extent that it is based upon a claim for 
    bodily injury, personal injury (including death) to any person, or 
    damage to tangible property resulting from the negligent acts or 
    willful misconduct of the indemnifying party or its personnel 
    hereunder, and will pay any reasonable, direct, out-of-pocket costs, 
    damages and reasonable attorneys' fees attributable to such claim 
    that are awarded against the indemnified party (or are payable in 
    settlement by the indemnified party).

(D) Process for Indemnification. The indemnification obligations 
    above are subject to the party seeking indemnification to: (i) provide 
    the other party with prompt written notice of the specific claim; (ii) 
    give the indemnifying party sole control of the defense and 
    settlement of the claim (except that the indemnifying party may not 
    settle any claim that requires any action or forbearance on the 
    indemnified party's part without their prior consent, which will not 
    unreasonably withhold or delay); and (iii) gives the indemnifying 
    party all reasonable assistance, at such party's expense. 

24. Updates to Offerings

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, or alter our liability or the allocation of risk between us 
under these General Terms; (c) no such change or modification will 
materially reduce the security protections or overall functionality of the 
applicable Offering; and (d) 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. 

25. 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 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.

26. Use of Customer Name

You agree that we may add your name to our customer list and identify 
you as a Splunk customer on Splunk's websites. Any further public use 
of your name in connection with Splunk marketing activities (e.g., press 
releases) will require your prior approval. 

27. Miscellaneous

(A) Different Terms. Splunk expressly rejects terms or conditions in 
    any Customer purchase order or other similar document that are 
    different from or additional to the terms and conditions set forth in 
    these General Terms. Such different or additional terms and 
    conditions will not become a part of the agreement between the 
    parties notwithstanding any subsequent acknowledgement, invoice 
    or license key that Splunk may issue. 

(B) No Future Functionality. You agree that your purchase of any 
    Offering is not contingent on the delivery of any future functionality 
    or features, or dependent on any oral or written statements made 
    by Splunk regarding future functionality or features.
    
(C) Notices. Except as otherwise specified in these General Terms, all 
    notices related to these General Terms will be sent in writing to the 
    addresses set forth in the applicable Order, or to such other 
    address as may be specified by either party to the other party, and 
    will be effective upon (i) personal delivery, (ii) the second business 
    day after mailing, or (c), except for notices of termination or an 
    indemnifiable claim ("Legal Notices"), which shall clearly be 
    identifiable as Legal Notices, the day of sending by email. Billing-
    related notices to Customer will be addressed to the relevant billing 
    contact designated by Customer. All other notices to Customer will 
    be addressed to the relevant system administrator designated by 
    Customer.
	
(D) Assignment. Neither party may assign, delegate or transfer these 
    General Terms, in whole or in part, by agreement, operation of law 
    or otherwise without the prior written consent of the other party, 
    however Splunk may assign these General Terms in whole or in 
    part to an Affiliate or in connection with an internal reorganization or 
    a merger, acquisition, or sale of all or substantially all of Splunk's 
    assets to which these General Terms relates. Any attempt to assign 
    these General Terms other than as permitted herein will be null and 
    void. Subject to the foregoing, these General Terms will bind and 
    inure to the benefit of the parties' permitted successors and 
    assigns. 

(E) U.S. Government Use Terms. Splunk provides Offerings for U.S. 
    federal government end use solely in accordance with the following: 
    Government technical data and rights related to Offerings include 
    only those rights customarily provided to the public as defined in 
    these General Terms. This customary commercial license is 
    provided in accordance with FAR 12.211 (Technical Data) and FAR 
    12.212 (Computer Software) and, for Department of Defense 
    transactions, DFARS 252.227-7015 (Technical Data-Commercial 
    Items) and DFARS 227.7202-3 (Rights in Commercial Computer 
    Software or Commercial Computer Software Documentation). If a 
    government agency has a need for rights not conveyed under these 
    terms, it must negotiate with Splunk to determine if there are 
    acceptable terms for transferring such rights, and a mutually 
    acceptable written addendum specifically conveying such rights 
    must be included in any applicable contract or agreement.

(F) Waiver; Severability. The waiver by either party of a breach of or a 
    default under these General Terms will not be effective unless in 
    writing. The failure by either party to enforce any provisions of 
    these General Terms will not constitute a waiver of any other right 
    hereunder or of any subsequent enforcement of that or any other 
    provisions. If a court of competent jurisdiction holds any provision of 
    these General Terms invalid or unenforceable, the remaining 
    provisions of these General Terms will remain in full force and 
    effect, and the provision affected will be construed so as to be 
    enforceable to the maximum extent permissible by law. 

(G) Integration; Entire Agreement. These General Terms along with 
    any additional terms incorporated herein by reference, constitute 
    the complete and exclusive understanding and agreement between 
    the parties and supersedes any and all prior or contemporaneous 
    agreements, communications and understandings, written or oral, 
    relating to their subject matter. Except as otherwise expressly set 
    forth herein, any waiver, modification or amendment of any 
    provision of these General Terms will be effective only if in writing 
    and signed by duly authorized representatives of both parties.  

(H) Force Majeure. Neither party or its Affiliates, subsidiaries, officers, 
    directors, employees, agents, partners and licensors will (except for 
    the obligation to make any payments) be liable for any delay or 
    failure to perform any obligation under these General Terms where 
    the delay or failure results from any cause beyond their reasonable 
    control, including, without limitation, acts of God, labor disputes or 
    other industrial disturbances, electrical, telecommunications, or 
    other utility failures, earthquake, storms or other elements of 
    nature, blockades, embargoes, riots, acts or orders of government, 
    acts of terrorism, or war.

(I) Independent Contractors; No Third Party Beneficiaries. The 
    parties are independent contractors. These General Terms does 
    not create a partnership, franchise, joint venture, agency, fiduciary 
    or employment relationship between the parties. There are no third-
    party beneficiaries of these General Terms. Neither party has the 
    authority to bind or act on behalf of the other party in any capacity 
    or circumstance whether by contract or otherwise. 

	
General Terms Definitions Exhibit

"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.

"Documentation" means the online user guides, documentation and 
help and training materials published on Splunk's website (such as at 
http://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, 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, net-works and devices. 
Such use does not include use on a service bureau basis or otherwise 
to provide services to, or process data for, any third party, or otherwise 
use to monitor or service the systems, networks and devices of third 
parties.

"ITAR Data" means information protected by the International Traffic in 
Arms Regulations.

"Offerings" means the products, services and other offerings that 
Splunk makes generally available, including without limitation On-
Premise 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) redistribute 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) 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. 

"PC&I Data" means credit card information within the scope of the 
Payment Card Industry Data Security Standard.

"PHI" 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.

"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: http://www.splunk.com/en_us/support-and-
services/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.  
 
Support Exhibit to Splunk General Terms

This Support Exhibit forms a part of the Splunk General Terms and 
governs your purchase, and Splunk's provision of Support Services.

1. Support Programs

Support Programs purchased as part of a Purchased Offering will be 
identified in your applicable Order. Splunk will provide you the level of 
Support Services described under the purchased Support Program, 
subject to your payment of applicable Fees. "Support Programs" are 
the Support Programs offered by Splunk and identified here: 
http://www.splunk.com/en_us/support-and-services/support-
programs.html.

2. Support Services

"Support Services" include technical support for your Purchased 
Offerings, and, when available, the provision of Enhancements for your 
Purchased Offerings, subject to the Support Policy described below. 
Technical support under a Support Program is available via email or 
web portal, and certain Support Programs also make support available 
via telephone. Support Services will be delivered by a member of 
Splunk's technical support team during the regional hours of operation 
applicable under the Support Program. Support Services are delivered 
in English unless you are in a location where we have made localized 
Support Services available.

3. Support Policy 

Our Support Policy, provided here: 
https://www.splunk.com/en_us/legal/splunk-software-support-policy.html 
("Support Policy") describes the duration of our Support Services for 
certain Splunk On-Premise Products and other policies associated with 
our Support Services. 

As we release new versions for our Offerings, we discontinue Support 
Services for certain older versions.  Our Support Policy sets forth the 
schedule for the duration of support, and end of support, for Offering 
versions.  The current versions of our Offerings that are supported 
under our Support Policy, and will be our "Supported Versions" herein. 
For the avoidance of doubt, the Support Policy may not apply to Hosted 
Services, and the product and services version we make available as 
our Hosted Services will be deemed Supported Versions herein.

4. Case Priority

Each Support Program offers different support levels for your case 
priority levels. When submitting a case, you will select the priority for 
initial response by logging the case online, in accordance with the 
priority guidelines set forth under your Support Program. When the case 
is received, we may in good faith change the priority if the issue does 
not conform to the criteria for the selected priority. When that happens, 
we will provide you with notice (electronic or otherwise) of such change.

5. Exclusions

We will have no obligation to provide support for issues caused by any 
of the following (each, a "Customer Generated Error"): (i) 
modifications to an Offering not made by Splunk; (ii) use of an Offering 
other than as authorized in the Agreement or as provided in the 
applicable Documentation; (iii) damage to the machine on which an On-
Premise Product is installed; (iv) use of a version of an Offering other 
than the Supported Version; (vi) third-party products that are not 
expressly noted in the Documentation as supported by Splunk; or (vi) 
conflicts related to replacing or installing hardware, drivers, and 
software that are not expressly supported by Splunk and described in 
the applicable Documentation. If we determine that support requested 
by you is for an issue caused by a Customer Generated Error, we will 
notify you of that fact as soon as reasonably possible under the 
circumstances. If you agree that we should provide support for the 
Customer Generated Error via a confirming email, then we will have the 
right to invoice you at our then-current time and materials rates for any 
such support provided by us.

6. Support for Splunk Extensions

Only Splunk Extensions that are labeled as "Splunk Supported" on 
Splunkbase, or other Splunk-branded marketplace, are eligible for 
support, and this support is limited. For those labeled Splunk Supported, 
we will provide an initial response and acknowledgement in accordance 
with the P3 terms that are applicable in the applicable Support Program.  
Enhancements for Splunk Extensions labeled as Splunk Supported 
when made available. No other terms of a Support Program will apply to 
a Splunk Application. For those labeled as "Not Supported," Splunk will 
have no support obligations.

7. Authorized Support Contacts

You are entitled to have a certain number of Support Contacts under 
each Support Program. "Support Contacts" means the individual(s) 
specified by you that are authorized to submit support cases.
The number of Support Contacts will be based on the Capacity of the 
Offering purchased, and the applicable Support Program. The number 
of Support Contacts will be set forth in customer's entitlement 
information on the Splunk support portal. 

We only take support requests from, and communicate with, your 
Support Contacts in connection with support cases. We strongly 
recommend that your Support Contact(s) are trained on the applicable 
Offering. In order to designate Support Contacts, you must provide the 
individual's primary email address and Splunk.com login ID.

8. Defect Resolution

Should we determine that an Offering has a defect, we will, at our sole 
option, repair the defect in the version of the Offering that you are then 
currently using or instruct you to install a newer version of the Offering 
with that defect repaired. We reserve the right to provide you with a 
workaround in lieu of fixing a defect should we in our sole judgment 
determine that it is more effective to do so.

9. Your Assistance

Should you report a purported defect or error in an Offering, we may 
require you to provide us with the following information: (a) a general 
description of your operating environment; (b) a list of all hardware 
components, operating systems and networks; (c) a reproducible test 
case; and (d) any log files, trace and systems files. Your failure to 
provide this information may prevent us from identifying and fixing that 
purported defect.

10. Changes to Support Programs

You acknowledge that, subject to the Support Policy, and subject to any 
commitment we have under an Order with you, we have the right to 
discontinue the manufacture, development, sale or support of any 
Offering, at any time, in our sole discretion. We further reserve the right 
to alter Support Programs from time to time, using reasonable 
discretion, but in no event will such alterations, during the Term of any 
Order, result in diminished Support Services from the level of your 
applicable purchased Support Program. 
 
Configuration and Implementation 
Services Exhibit to Splunk General 
Terms

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.

1. Services and Statements of Work

We will perform the C&I Services for you that are set forth in the 
applicable Statements of Work.  You will pay the Fees under each 
Statement of Work in accordance with these General Terms, or 
otherwise as we may expressly agree in the applicable Statement of 
Work.

In each Statement of Work, we will designate our primary point of 
contact for you for all matters relating to the applicable C&I Services 
(which we may change from time to time upon notice).

2. Our Personnel

Qualifications. The Personnel we assign to perform the C&I Services 
will be qualified, skilled, experienced and otherwise fit for the 
performance of the C&I Services. If you, in your reasonable judgement, 
determine that Personnel assigned to your project are unfit, we will in 
good faith discuss alternatives, and we will replace Personnel as 
reasonably necessary. You acknowledge that any replacement may 
cause delay in the performance of the C&I Services. 

Personnel Conduct. Our Personnel are subject to our Splunk Code of 
Conduct and Ethics https://investors.splunk.com/code-business-
conduct-and-ethics-1, which includes, without limitation, an obligation to 
comply with our policies on protecting customer information, prohibitions 
on illegal drugs and any impaired job performance, avoiding conflicts of 
interest, and acting ethically at all times. We also background check our 
employees, per the Section below.

Use of Subcontractors. We reserve the right to use subcontractors in 
performance of the C&I Services, provided: (a) any subcontractor we 
use meets the requirements herein and conditions of these General 
Terms and the Statement of Work; (b) we will be responsible for the 
subcontractor's compliance with the terms herein and the Statement of 
Work; and (c) upon your request or inquiry, we will identify any 
subcontractor that we are using, or plan to use, for C&I Services, and 
will cooperate in good faith to provide you with all relevant information 
regarding such subcontractors. 

No Employee Benefits. We acknowledge and agree that our Personnel 
are not eligible for or entitled to receive any compensation, benefits, or 
other incidents of employment that you make available to your 
employees.  We are solely responsible for all employment related taxes, 
expenses, withholdings, and other similar statutory obligations arising 
out of the relationship between us and our Personnel and the 
performance of C&I Services by such Personnel.

3. Our Background Checks, Security and 
Compliance Obligations

Compliance with Your Security Program. While on your premises, 
our Personnel will comply with your security practices and procedures 
generally prescribed by you for onsite visitors and service providers. 
However, any requirement that is in addition to the compliance 
requirements set forth in this Schedule (e.g., background checks that 
are different from the background checks described herein) must be 
expressly set forth in a Statement of Work. We agree to discuss in good 
faith any condition or requirement you may have for our Personnel that 
are different from standard policies, however any additional requirement 
may delay C&I Services, and must be vetted and implemented by 
mutual agreement of the parties and expressly set forth in a Statement 
of Work.  Splunk does not guarantee that it will be able to meet any 
additional requested requirements.  

Our Security Practices. We implement and follow an enterprise 
security program, with the policies, plans, and procedures set forth here 
www.splunk.com/prof-serv-isa. Our Personnel will be subject to the data 
protection and confidentiality obligations set forth in these General 
Terms with respect to any of your data that we may have access to in 
connection with the C&I Services.

Background Checks. For U.S.-based projects, we will not assign an 
employee to perform C&I Services under a Statement of Work unless 
we have run the following background check on the employee:  Criminal 
Felony & Misdemeanor; SSN Validation; Federal Criminal; SSN Trace; 
Employment Report - Three (3) Employers; Education Report - One (1) 
Institution; Global Sanctions & Enforcement; Prohibited Parties; 
Widescreen Plus National Criminal Search. You acknowledge that such 
background checks may not be permitted or customary outside the 
United States.

Permissions for Access. In the event you require any Personnel to 
sign any waivers, releases, or other documents as a condition to gain 
access to your premises for performance of the C&I Services ("Access 
Documents"),  you agree: (a) that Personnel who will be required to 
sign Access Documents will sign on behalf of Splunk; (b) that any 
additional or conflicting terms in Access Documents with these General 
Terms will have no effect; and (c) you will pursue any claims for breach 
of any terms in the Access Documents against Splunk and not the 
individual signing.

4. Your Materials

We will have no rights in or to any Customer Materials, however you 
grant us the right to use Customer Materials in order to provide the C&I 
Services. Nothing in these General Terms will deemed to transfer to us 
any ownership of Customer Materials.    

5. C&I Services Materials and Customizations 
Unique to You

C&I Services Materials.  The C&I Services we perform (e.g., 
configuration of our Offerings), and the C&I Services Materials we offer, 
create, and deliver to you in connection with the C&I Services, are 
generally applicable to our business, and therefore we require the right 
to be able to re-use the C&I Services Materials we create for one 
customer in connection with all of our customers.  For the avoidance of 
doubt, our use of the C&I Services Materials created for you in 
connection with C&I Services will comply with our ongoing obligations 
and restrictions with respect to your Customer Materials and your 
Confidential Information, and we will not identify you in any way in 
connection with our further use of such C&I Services Materials.  

Customer Owned Work Product.  However, in the unlikely event that 
the parties agree that C&I Services Materials for a project are custom 
work product unique to your business, and not applicable to other 
customers generally, we will transfer ownership to those agreed C&I 
Services Materials to you under the applicable Statement of Work. C&I 
Services Materials must be expressly identified as "Customer Owned 
Work Product" under a Statement of Work for ownership to pass to 
you. Subject to payment of applicable Fees under the Statement of 
Work, we hereby assign to you all rights, title and interest (including all 
Intellectual Property Rights therein) in and to all C&I Services Materials 
identified as Customer Owned Work Product (but excluding all Pre-
Existing Splunk IP incorporated into the Customer Owned Work 
Product).  At your request and expense, we will assist and cooperate 
with you in all reasonable respects and will execute documents, and 
take such further acts reasonably requested by you to enable you to 
acquire, transfer, maintain, perfect and enforce your ownership rights in 
such Customer Owned Work Product. 

Our Ownership.  Subject to your ownership rights in Customer Owned 
Work Product and Customer Materials, we will own all rights in and to all 
C&I Services Materials.  

License Rights. For those C&I Services Materials that are not 
Customer Owned Work Product, you will have the right to access and 
use those C&I Services Materials in connection with your applicable 
Offerings, and those rights will be of the same scope and duration as 
your rights to the underlying Offering.

6. C&I Services Warranty

We warrant that the C&I Services will be performed in a good and 
workmanlike manner consistent with applicable industry standards.  
This warranty will be in effect for a period of thirty (30) days from the 
completion of any C&I Services.  As your sole and exclusive remedy 
and our entire liability for any breach of the foregoing warranty, we will, 
at our option and expense, promptly re-perform any C&I Services that 
fail to meet this warranty or refund to you the fees paid for the non-
conforming C&I Services.

7. Your Cooperation

You acknowledge that your timely provision of (and our access to) your 
facilities, equipment, assistance, cooperation, data, information and 
materials from your officers, agents and employees (the "Cooperation") 
is essential to Splunk's performance of the C&I Services.  We will not be 
liable for any delay or deficiency in performing the C&I Services if you 
do not provide the necessary Cooperation.  As part of the Cooperation, 
you will (1) designate a project manager or technical lead to liaise with 
us while we perform the C&I Services; (2)  allocate and engage 
additional resources as may be required to assist us in performing the 
C&I Services; and (3) making available to us any data, information and 
any other materials reasonably required by us to perform the C&I 
Services, including any data, information or materials specifically 
identified in the Statement of Work.  

8. Insurance

Throughout any period of C&I Services we perform for you, we will 
maintain insurance policies in the types and amounts described below 
at our own expense: 

Commercial General Liability Insurance with a limit of not less than 
$1,000,000 per occurrence and a general aggregate limit of not less 
than $2,000,000.

Business Auto Insurance with a limit of not less than $1,000,000 per 
accident.  Such Insurance will cover liability arising out of "hired and 
non-owned" automobiles.

Worker's Compensation Insurance as required by workers' 
compensation, occupational disease and occupational health and safety 
laws, statutes and regulations.

Technology Errors & Omissions Insurance with a limit of not less than 
$3,000,000.

Umbrella/Excess Insurance with a limit of not less than $3,000,000.

9. Change Order Process

You may submit written requests to us to change the scope of C&I 
Services described in a Statement of Work (each such request, a 
"Change Order Request").  If we elect to consider a Change Order 
Request, then we will promptly notify you if we believe that the Change 
Order Request requires an adjustment to the fees or to the schedule for 
the performance of the C&I Services.  In such event, the parties will 
negotiate in good faith a reasonable and equitable adjustment to the 
fees and/or schedule, as applicable.  We will continue to perform C&I 
Services pursuant to the existing Statement of Work and will have no 
obligation to perform any Change Order Request unless and until the 
parties have agreed in writing to such an equitable adjustment.

10. Expenses

Unless otherwise specified in the Statement of Work, we will not charge 
you for our expenses we incur in connection with a Statement of Work. 
Our daily C&I Services rates are inclusive of any expenses. In the event 
the parties agree that expenses are reimbursable under a Statement of 
Work, we will mutually agree on any travel policy and any required 
documentation for re-imbursement.  

11. Prepaid C&I Services

Unless otherwise expressly stated in a Statement of Work, all prepaid 
C&I Services must be redeemed within twelve (12) months from the 
date of purchase/invoice. At the end of the twelve (12) month term, any 
remaining pre-paid unused C&I Services will expire; no refunds will be 
provided for any remaining pre-paid unused C&I Services. Unless 
otherwise specifically stated in a Statement of Work, Education is 
invoiced and payable in advance.

 
Configuration and Implementation 
Services Definitions 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, tradenames, and other designations of source or 
origin; rights in trade secrets and confidential information; and patents 
and patent applications.  

"Offerings" means the products, services and other offerings that 
Splunk makes generally available for purchase and use.

"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) to order C&I Services. 

"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 all 
applicable Orders that describe the specific services to be performed by 
Splunk, including any materials and deliverables to be delivered by 
Splunk.  


SPLUNK GENERAL TERMS (v1.2020)          
          

