SPLUNK GENERAL TERMS

Last Updated: September 4, 2024

These Splunk General Terms (“General Terms”) between Splunk LLC, a Delaware corporation, with its principal place of business at 250 Brannan Street, San Francisco, California 94107, USA (“Splunk” or “we” or “us” or “our”) and you (“Customer” or “you” or “your”) govern your acquisition, access to, and use of Splunk’s Offerings, regardless of how accessed or acquired, whether directly from us or from another Approved Source. By clicking on the appropriate button, or by downloading, installing, accessing, or using any Offering, you agree to these General Terms. If you are entering into these General Terms on behalf of Customer, you represent that you have the authority to bind Customer. If you do not agree to these General Terms, or if you are not authorized to accept the General Terms on behalf of Customer, do not download, install, access, or use any Offering. The “Effective Date” of these General Terms is: (i) the date of Delivery; or (ii) the date you access or use the Offering in any way, whichever is earlier. Capitalized terms are defined in the Definitions section below.

• Your Use Rights. We grant you a non-exclusive, worldwide, non-transferable and non-sublicensable right, subject to your compliance with these General Terms and payment of applicable Fees, to use acquired Offerings only for your Internal Business Purpose during the Term, up to the Capacity, and, if applicable, in accordance with the Order (“Use Rights”). You have the right to make a reasonable number of copies of On-Premises Products for archival and back-up purposes.
  
• Limits on Your Use Rights. Except as expressly permitted in the Order, these General Terms or Documentation, your Use Rights exclude the right to, and you agree not to (nor allow any user or Third Party Provider to): (i) reverse engineer, decompile, disassemble or otherwise attempt to discover source code or underlying structures, ideas, protocols or algorithms of, or used by, any Offering; (ii) modify, translate or create derivative works based on any Offering; (iii) use an Offering to ingest, process, monitor, analyze or service the devices, systems, networks or application data of any third party; (iv) resell, sublicense, rent the use of, transfer or distribute any Offering; (v) access or use an Offering to analyze, test, characterize, inspect, or monitor its availability, performance, or functionality for competitive purposes; (vi) access or use an Offering to develop, test, troubleshoot, support, or market any software or service that competes with any Offering, or that integrates, interoperates with, or constitutes an extension of any Offering and that you use or intend to use for a commercial purpose; (vii) access or use any Offering in order to analyze, test, characterize, inspect, or monitor its source code or underlying structures, ideas, protocols, or algorithms it contains or uses; (viii) 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; (ix) separately use any of the applicable features and functionalities of the Offerings with external applications or code not furnished by us or any data not processed by the Offering; (x) exceed the Capacity; or (xi) use any Offering in violation of any applicable laws and regulations (including but not limited to any applicable data protection and intellectual property laws). For clarity, each of the foregoing subsections imposes a separate and independent limit on your Use Rights.
  
• Splunk Extensions. Your Use Rights in Splunk Extensions are limited to your use solely in connection with the applicable Offering and subject to the same terms and conditions for that Offering, unless a Splunk Extension is expressly provided under an Open Source Software license that provides broader rights in that Splunk Extension than the Use Rights you have in the underlying Offering. Despite anything to the contrary in these General Terms, and unless otherwise required by law, Splunk Extensions (excluding Splunk Extensions designated by us as premium) are provided “AS-IS” without any indemnification or warranties. Support and service levels for Splunk Extensions are as set out in the Support Terms.
  
• Trial, Beta, Test and Similar Offerings

  • Trials and Evaluations. We may make certain Trial Offerings available to you under these General Terms. After the Term for the Trial Offering expires, you may continue to use that Offering only subject to payment of applicable Fees.

  • Beta Offerings. We may make certain Beta Offerings available to you under these General Terms. Your Use Rights in any Beta Offering are further limited to your use solely for internal testing and evaluation of that Beta Offering during the period specified with the Beta Offering, and if no period is specified, then for the earlier of one year from the Beta Offering start date or when that version of the Beta Offering becomes generally available. We may discontinue a Beta Offering at any time and may decide not to make a Beta Offering or any of its features or functionality generally available.

  • Test and Development Offerings. For Offerings identified as “Test and Development” on the Order, your Use Rights are further limited to your use of those Offerings on a non-production system for non-production uses only, including product migration testing or pre-production staging, or testing new data sources, types, or use cases.

  • Free Offerings. We may make certain Offerings available for full use (i.e., not subject to limited evaluation purposes) at no charge under these General Terms. These free Offerings may have limited features, functions, and other technical Use Rights limitations.

  • Limitations and Termination. Despite anything to the contrary in these General Terms, and unless otherwise stated in the Order or required by law, Trial Offerings, Beta Offerings, Test and Development and any free Offerings are provided "AS-IS" without any indemnification, warranties, maintenance, support or service level commitments. Unless otherwise stated in the Order, we reserve the right to terminate any Offering in this section 1.4 at any time without prior notice and without any liability.

• Specific Offering Terms. Specific security controls and certifications, data policies, service descriptions, Service Level Schedules and other terms specific to Offerings (“Specific Offering Terms”) are at http://www.splunk.com/SpecificTerms (which are incorporated by reference). We may change the Specific Offering Terms at any time and without notice, provided these changes will only apply to the Offerings ordered or renewed after the date of the change.
  
• Interoperability Requirements. If required by law, we will promptly provide the information you request to achieve interoperability between applicable Offerings and another independently created program on terms that reasonably protect our proprietary interests.
  

• Splunk Affiliate Distributors. We have appointed certain Splunk Affiliates as our non-exclusive distributors of the Offerings (each, a “Splunk Affiliate Distributor”). Each Splunk Affiliate Distributor is authorized by us to negotiate and enter into Orders with customers. Where a purchase is offered by a Splunk Affiliate Distributor, you will order from, and make payments to, that Splunk Affiliate Distributor. Each Order will be deemed a separate contract between you and the relevant Splunk Affiliate Distributor and will be subject to these General Terms. You agree that: (i) Splunk’s total liability under these General Terms as set out in section 20 (Limitation of Liability) states the overall combined liability of Splunk and our Splunk Affiliate Distributors; (ii) entering into Orders by a Splunk Affiliate Distributor will not be deemed to expand Splunk and its Affiliates’ overall responsibilities or liability under these General Terms; and (iii) you will have no right to recover more than once from the same event. We agree that: (a) the Splunk Affiliate Distributor will be liable for the performance of the Order; and (b) to the extent that any obligations of the Order are to be performed by us, the Splunk Affiliate Distributor will be responsible for, and ensure our compliance with, the terms of the Order.


• Approved Sources. These General Terms will govern any Offering that you acquire through any Approved Source. Your payment obligations (if any) will be with the Approved Source through whom you acquired the Offering. However, a breach of your payment obligations with any Approved Source for any Offering will be deemed to be a material breach of these General Terms between you and Splunk. In addition, if you fail to pay a Digital Marketplace for an Offering, we retain the right to enforce your payment obligations and collect directly from you. Any terms agreed between you and an Approved Source (other than us or a Splunk Affiliate Distributor) that are in addition to these General Terms are solely between you and that Approved Source. No agreement between you and that Approved Source is binding on us or will have any force or effect with respect to the rights in, or the operation, use or provision of, any Offering.
  

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

• Service Levels. When you purchase Hosted Services, we will make the applicable Hosted Services available to you during the Term in accordance with these General Terms. The Service Level Schedule in the Specific Offering Terms and associated remedies will apply to the availability and uptime of the applicable Hosted Service. If applicable, service credits will be available for downtime in accordance with the Service Level Schedule.
• 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 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 promptly if you believe that an unauthorized third party may be using your accounts or if your account information is lost or stolen.
• Return of Customer Content. You may retrieve and remove Customer Content from the Hosted Services at any time during the Term. We will also make the Customer Content available for your retrieval for 30 days after termination of your subscription. After those 30 days, we will delete all remaining Customer Content without undue delay, unless legally prohibited. If you require assistance in connection with migration of Customer Content, we may require a mutually agreed upon fee for it.

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

• Security Program. We have implemented and will maintain an industry standard security program to protect our Offerings, IT systems, facilities and assets, and any Customer Confidential Information accessed or processed therein, including Customer Content in a Hosted Service and customer account information. Our Hosted Service security controls include commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Content against destruction, loss, alteration, unauthorized disclosure, or unauthorized access, such as threat and vulnerability management, incident response and breach notification procedures, disaster recovery plans, open source security scans, virus detection, industry-standard secure software development practices, and internal and external penetration testing in the development environment. Our general corporate security controls include information security policies and procedures, security awareness training, physical and environmental access controls, and vendor risk management.
• Security Exhibits. The specific security measures applicable to certain Offerings are described in the security exhibits at https://www.splunk.com/en_us/legal/splunk-security-addenda.html.
• Maintaining Protections. Despite anything to the contrary in these General Terms or any policy or terms referenced in these General Terms via hyperlink, we may update Security Exhibits from time to time, provided those updates do not materially diminish the overall security protections set out in these General Terms, applicable Specific Offering Terms or Security Exhibits.

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

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

• Compliance. We will comply with the laws and regulations applicable to our business and the provision of the Offerings to our customers generally, and without regard to your particular use of the Offering.
  
• Ethics and Corporate Responsibility. We are committed to acting ethically and in compliance with applicable law, and we have policies and guidelines in place 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 use diligent efforts to perform in accordance with the highest global ethical principles, as described in the Splunk Code of Business Conduct and Ethics at https://www.splunk.com/en_us/pdfs/legal/code-of-business-conduct-and-ethics.pdf.
  
• Anti-Corruption. We implement and maintain programs for compliance with applicable anti-corruption and anti-bribery laws. Our policy prohibits offering or soliciting 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 that you have provided to us.
• Export. We certify that we are not on any of the relevant U.S. or EU 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 at https://www.splunk.com/en_us/legal/export-controls.html.
• Environmental, Social and Governance. Our positions and commitments on environmental, social and governance aspects of our business, including our Global Impact Reports and ESG Position Statement, are in our ESG Resource Center at https://www.splunk.com/en_us/global-impact/esg-resources.html.

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

• Certification and Verification. Upon our request, you will provide us with a certification signed by your authorized representative verifying that your use of the Offering is in accordance with these General Terms and any applicable Order. For On-Premises Products, we may also ask you from time to time, but not more frequently than once every 12 months, to cooperate with us to verify usage and adherence to the Capacity. If we request such a verification, you agree to provide us reasonable access to the On-Premises Product installed at your facility (or as hosted by your Third-Party Provider). If we do any verification, it will be performed with as little interference as possible to your use of the On-Premises Product and your business operations. We will comply with your (or your Third-Party Providers’) reasonable security procedures.
  
• Overages. If a verification or usage report reveals that you have exceeded the Capacity or Use Rights, 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. Except where you have paid the applicable Approved Source for such additional Capacity or Use Rights, we will have the right to directly invoice you for overages, regardless of whether you acquired the Offering from us or another Approved Source.
  

Certain Offerings may contain Open Source Software. In the applicable Documentation, we make available a list of Open Source Software and applicable licenses incorporated in our On-Premises Products to the extent required by the respective Open Source Software licenses. Any Open Source Software that is delivered as part of your Offering and which may not be removed or used separately from the Offering is covered by the warranty, support and indemnification provisions applicable to the Offering, but only to the extent that Open Source Software is used as intended with the Offering. Some of the Open Source Software may have additional terms that apply to the use of the Offering (e.g., the obligation for us to provide attribution of the specific licensor), and those terms will be included in the Documentation. However, those terms will not: (i) impose any additional restrictions on your use of the Offering; or (ii) negate or amend our responsibilities with respect to the Offering.

• Third Party Extensions on Splunkbase. We may make Third Party Extensions available from Splunkbase. We do not represent, warrant or guarantee the accuracy, integrity, quality, or security of any Third Party Extension, even if that Third Party Extension is identified as “certified” or “validated” for use with the Offering. Your use of a Third Party Extension may be subject to additional terms, conditions or policies. We may block or disable access to a Third Party Extension at any time.
  
• Third Party Content. Hosted Services may contain features that enable interoperation with Third Party Content that you choose to add to a Hosted Service. You may be required to: (i) separately obtain access to Third Party Content from its provider; and (ii) grant us access to your accounts with those providers. By choosing to enable such interoperation by allowing us to enable access to Third Party Content, you: (a) certify that you are authorized to do so; and (b) authorize us to allow that provider to access Customer Content as necessary for interoperation. We are not responsible or liable for disclosure, modification or deletion of Customer Content resulting from such interoperation, nor are we liable for damages or downtime or other impact on the Hosted Service, resulting directly or indirectly from your use of or reliance on Third Party Content, sites or resources.
  
• Splunk as a Reseller. When you purchase third party products ("Third Party Products") from us as specified in an Order (which products will include third party software, but not any support which we have contracted to provide), the following applies. We act solely as a reseller of Third Party Products, which are fulfilled by the relevant third party vendor, and purchase and use of Third Party Products is subject solely to the terms, conditions and policies made available by that third party vendor. Consequently, we make no representation or warranty of any kind regarding the Third Party Products, whether express, implied, statutory or otherwise, and specifically disclaim all implied terms, conditions and warranties (including as to quality, performance, availability, fitness for a particular purpose or non-infringement) to the maximum extent permitted by applicable law. You will bring any claim in relation to Third Party Products against the applicable third party vendor directly. In no event will we be liable to you for any claim, loss or damage arising out of the use, operation or availability of any Third Party Product (whether such liability arises in contract, negligence, tort, or otherwise).
  

• 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, without limitation, being responsible for your Customer Content and users, their compliance with these General Terms, how you acquired your Customer Content, and the accuracy and lawful use of your Customer Content.
  
• PHI, PCI Data and ITAR Data. You may not transmit or store PHI, PCI Data or ITAR Data within a Hosted Services unless you have specifically acquired an Offering for that applicable regulated Hosted Services environment.
  
• Registration. You agree to provide accurate and complete information when you register for and use an Offering and agree to keep this information current. Each person who uses an 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. We may require additional information for certain Offerings (e.g., technical information necessary for your connection to a Hosted Service), and you will provide this information as we reasonably request. You are responsible for securing, protecting, and maintaining the confidentiality of your account usernames, passwords and access tokens.
  
• Export Compliance. You will comply with all applicable export laws and regulations of the United States (which apply irrespective of the use location of the Offerings) 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.
  
• Acceptable Use. For any Hosted Services, you will also abide by our Hosted Services Acceptable Use Policy at https://www.splunk.com/view/SP-CAAAMB6.
  
• GovCloud Services. This section 14.6 will apply to you if you access or use any Hosted Services in the specially isolated AWS GovCloud (U.S.) region (including without limitation any Hosted Services that are provisioned in a FedRAMP authorized environment within the AWS GovCloud (U.S.) region)). You hereby represent and warrant that: (i) you are a “U.S. Person” as defined under ITAR (see 22 CFR part 120.62); (ii) you have and will maintain a valid Directorate of Defense Trade Controls registration, if required by ITAR; (iii) you and your end users are not subject to export control restrictions under U.S. export control laws and regulations (i.e., users are not denied or debarred parties or otherwise subject to sanctions); (iv) you will maintain an effective compliance program to ensure compliance with applicable U.S. export control laws and regulations, including ITAR, as applicable; and (v) you will maintain effective access controls as described in the Specific Offering Terms for the applicable Hosted Services. You are responsible for verifying that any user accessing Customer Content in the Hosted Services in the AWS GovCloud (U.S.) region is eligible to access such Customer Content. The Hosted Services in the AWS GovCloud (U.S.) region may not be used to process or store classified data. You will be responsible for all sanitization costs incurred by us if users introduce classified data into the Hosted Services in the AWS GovCloud (U.S.) region. You may be required to execute additional addenda to these General Terms before provisioning of selected Hosted Services.
  

• Confidential Information. Each party will protect the Confidential Information of the other. Accordingly, receiving party agrees to: (i) protect 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 to only 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, agents, or Affiliates, each of which has 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 set out here.
  
• Compelled Disclosure of Confidential Information. Despite the provisions above, receiving party may disclose Confidential Information of disclosing party if it is compelled by law enforcement agencies or regulators to do so, provided receiving party gives disclosing party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at disclosing party's cost, if disclosing party wishes to contest the disclosure. If receiving party is compelled to disclose disclosing party’s Confidential Information as part of a civil proceeding to which disclosing party is a party, and disclosing party is not contesting the disclosure, disclosing party will reimburse receiving party for its reasonable cost of compiling and providing secure access to such Confidential Information.
  

• Payment Terms. The payment terms in this section 16 only apply when you purchase Offerings directly from us.
  
• Fees. You agree to pay all Fees specified in the Orders. Fees are non-cancelable and non-refundable, except as otherwise expressly stated in these General Terms. Without limiting any of our other rights or remedies, 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 our invoice or as otherwise stated in the Order.
  
• Credit Cards. For e-commerce transactions, if you choose to pay by credit or debit card, then you: (i) will provide us or our designated third party payment processor with valid credit or debit card information; and (ii) authorize us or our 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 us in a timely manner of any changes to such information.
  
• Taxes.Fees 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.
  

• Relationship to Applicable Law. You may have legal rights in your country that prohibit or restrict the limitations set out in this section 17, which applies only to the extent permitted under applicable law.
  
• General Corporate Warranty. Each party warrants that it has the legal power and authority to enter into these General Terms.
  
• Hosted Services Warranty. We warrant that during the Term: (i) we will not materially decrease the overall functionality of the Hosted Services; and (ii) the Hosted Services will perform materially in accordance with the Documentation. For any breach of these warranties, our entire liability, and your sole remedy, will be for us to: (a) modify or correct the Hosted Service so that it conforms to the foregoing warranty; or (b) if we determine that (a) is not commercially, technically or operationally reasonable, terminate the non-conforming Hosted Service, and refund to you any prepaid but unused Fees for the remainder of the Term.
  
• On-Premises Product Warranty. We warrant that for a period of 90 days from its Delivery, the On-Premises Product will substantially perform the material functions described in the Documentation, when used in accordance with the Documentation. For any breach of this warranty, our entire liability, and your sole remedy, will be for us to: (i) modify, or provide an Enhancement for, the On-Premises Product so that it conforms to the foregoing warranty; (ii) replace your copy of the On-Premises Product with a copy that conforms to the foregoing warranty; or (iii) if we determine that (i) or (ii) is not commercially, technically or operationally reasonable, terminate the Offering with respect to the non-conforming On-Premises Product and refund to you the Fees paid for such non-conforming On-Premises Product.
  
• Disclaimer of Implied Warranties. Except as expressly set out above, and to the extent allowed by law, the Offerings are provided “AS IS” with no other warranties or representations whatsoever express or implied. We and our suppliers and licensors disclaim all warranties and representations not expressly set out above, 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. We do not warrant that use of Offerings will be uninterrupted, error free or secure, or that all defects will be corrected.
  

• Offerings. As between you and us, we own and reserve all right, title, and interest in and to the Offerings 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 out in these General Terms.
  
• 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 and as set out in the Specific Offering Terms. Subject to section 18.1, you own any reporting results that you or your Third Party Providers may derive from Customer Content through the use of the Offerings.
  
• Feedback. You have no obligation to provide us with any Feedback, unless otherwise stated in the Order. If you provide any Feedback, you grant to us 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.
  

• Term and Renewal These General Terms will start on the Effective Date and remain in effect until all your Offerings have expired, unless earlier terminated pursuant to this section 19. Termination of a specific Offering will not affect any other Offering. Terminating these General Terms will have the effect of terminating all Offerings. Grounds for terminating an Offering, that are specific to that Offering, will not be grounds for terminating Offerings where no breach exists. Unless indicated otherwise in the Order, the Term of an Offering that you acquired through an Order, along with 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 1 day before the expiration of the then current Term.
  
• Termination. Either party may terminate these General Terms, or any 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 Offering, that is not cured within 30 days of receipt of the notice. Upon any expiration or termination of an Offering, the Use Rights granted to you for that 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-Premises 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. Unless stated otherwise in these General Terms, upon termination of these General Terms or any Offering, we will have no obligation to refund any Fees or other amounts received from you during the Term. Despite any early termination above, and except for your termination of an Offering for our uncured material breach, you will still be required to pay all Fees payable under the Order.
  
• Refund Upon Termination for our Breach. If an Offering is terminated by you for our uncured material breach, we will refund you any prepaid but unused Fees covering the remainder of the Term after the effective date of termination.
  
• Survival. The termination or expiration of these General Terms will not affect any provisions 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.
  
• Suspension of Service. In the event of a material breach or threatened material breach of these General Terms, upon at least 5 days’ notice, we may, without limiting our other rights and remedies, suspend your use of the Hosted Service until such breach is cured or we reasonably believe there is no longer a threat. Suspension of a Hosted Service will have no impact on the duration of the Term of the Offering, or the associated Fees owed.
  

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

In no event will either party or its Affiliates have any liability arising out of or related to these General Terms for any lost profits, revenues, goodwill, or indirect, special, incidental, consequential, cover, business interruption or punitive damages.

The limitations above apply whether the action is in contract or tort and regardless of the theory of liability, even if a party or its Affiliates have been advised of the possibility of such damages or if a party’s or its Affiliates’ remedy otherwise fails of its essential purpose.

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

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

• Our Indemnification to You. We will defend and indemnify you, and pay all damages (including reasonable 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 a government entity) alleging that your use of an Offering infringes or misappropriates such third party’s patent, copyright, trademark or trade secret (a “Customer Claim”). We 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 us; or (iv) any hardware or equipment. However, we will indemnify against combination claims to the extent: (a) the combined software is necessary for the normal operation of the Offering (e.g., an operating system); or (b) the Offering provides substantially all the essential elements of the asserted infringement or misappropriation claim. We may in our sole discretion and at no cost to you: (1) modify an Offering so that it no longer infringes or misappropriates a third party right; (2) obtain a license for your continued use of the Offering, in accordance with these General Terms; or (3) terminate the Offering and refund to you any prepaid fees covering the unexpired Term.
  
• Your Indemnification to Us. Unless expressly prohibited by applicable law, you will defend and indemnify us, and pay all damages (including reasonable attorneys’ fees and costs) awarded against us, or that are agreed to in a settlement, to the extent a claim, demand, suit or proceeding is made or brought against us or our Affiliates by a third party (including those brought by a government entity) that: (i) alleges that your Customer Content 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.
  
• Mutual Indemnity. Each party will defend, indemnify, and pay all damages (including reasonable attorneys’ fees and costs) awarded against the other party, or that are agreed to in a settlement to the extent that an action brought against the other party by a third party is based upon a claim for bodily 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. Each party 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).
  
• Process for Indemnification. The indemnification obligations above are subject to the party seeking indemnification: (i) providing the other party with prompt written notice of the specific claim; (ii) giving 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 its prior consent, which will not be unreasonably withheld or delayed); and (iii) giving the indemnifying party all reasonable assistance, at such party’s expense.
  

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

These General Terms will be governed by and construed in accordance with the laws of the State of California, as if performed wholly within the state and without giving effect to the principles of conflict of law. Any legal action or proceeding arising under these General Terms will be brought exclusively in the federal or state courts located in the Northern District of California and the parties consent to that venue and personal jurisdiction. We may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged: (i) breach of confidentiality obligations; (ii) infringement of intellectual property or other proprietary rights of Splunk, our Affiliates or any third party; or (iii) violations of the Use Rights limits in section 1.2. You agree that such breach, infringement or violation likely causes irreparable harm. Neither the Uniform Computer Information Transactions Act nor the United Nations Convention for the International Sale of Goods will apply to these General Terms.

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

• Different Terms. We expressly reject terms or conditions in any Customer purchase order or other similar document that are different from or additional to these General Terms. Such different or additional terms and conditions will not become a part of the agreement between the parties despite any subsequent acknowledgement, invoice or license key that we may issue.
  
• No Future Functionality; Discontinuation. 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 us regarding future functionality or features. You acknowledge and agree that, subject to our Support Policy and commitment during the Term, we may in our sole discretion discontinue the manufacture, development, sale, or support of any Offering, at any time and without any liability.
  
• Notices. Except as otherwise specified in these General Terms, all notices related to these General Terms will be sent in writing to the addresses in the Order, or to such other address as may be specified by either party to the other. Notices will be effective upon: (i) personal delivery; (ii) the second business day after mailing; or (iii) if sent by email, the day of sending. However, any notices relating to termination or an indemnifiable claim must be clearly marked as a legal notice, and must not be sent by email. Billing-related notices to you will be addressed to your relevant designated billing contact. All other notices to you will be addressed to your relevant designated system administrator.
  
• 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, we 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 our assets to which these General Terms relates. Any attempt to assign these General Terms other than as permitted in these General Terms will be void. Subject to the foregoing, these General Terms will bind and inure to the benefit of the parties’ permitted successors and assigns.
  
• U.S. Government Use Terms. This section 25.5 applies to you only if you are a U.S. federal government agency. We provide 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 us 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.
  
• Waiver; Severability. The waiver by either party of a breach of or a default under any of these General Terms will not be effective unless in writing. Either party’s failure 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 any provision of these General Terms is deemed by a court or other tribunal of competent jurisdiction to be invalid or unenforceable, the rest 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.
  
• Integration; Entire Agreement. These General Terms, along with any additional terms incorporated by reference, constitute the complete agreement between the parties regarding the subject of these General Terms, and replace and supersede all previous agreements, communications and understandings, whether written or oral, relating to their subject matter. Except as otherwise expressly set out in these General Terms, any waiver 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.
  
• No Reliance. In acquiring and using an Offering, you agree that you have had the opportunity to conduct independent due diligence with respect to that Offering, are relying on that due diligence as well as these General Terms and any additional terms incorporated by reference, and are expressly not relying on any other terms, agreements, communications, or understandings, whether written or oral, relating to their subject matter.
  
• 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.
  
• Independent Contractors; No Third Party Beneficiaries. The parties are independent contractors. These General Terms do 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.
  
• Donated Offerings. Donated Offerings are free limited Offerings donated to qualifying Nonprofits under a Splunk donation program. By procuring and making use of a Donated Offering, you represent and warrant that you are a Nonprofit, and you agree to provide verification of your nonprofit status to us upon request. At our request, you agree to: (i) publish a press release and case study on your use of the Donated Offering; and (ii) be interviewed for the production of a Splunk customer video that will accompany the press release and case study. We will draft and edit all content in collaboration with you and obtain your edits and written approval before publication (such approval not to be unreasonably withheld). You will allow us to reference your Nonprofit and leading spokespeople in press releases with your written approval. We may use your name and logo on sales presentations, websites, and other marketing collateral without your prior approval. An email is sufficient to confirm your approval under this section.