Splunk AppDynamics Limited License Agreement

The following terms will govern Your use of the Evaluation Software and Services and will apply to features marked as “beta”, “limited preview”, “early access”, or “early preview” within such Evaluation Software and Services:

If we grant You Use Rights in software on a trial, evaluation, beta or other free-of-charge basis (“Evaluation Software and Services”):

(a) You may only use the Evaluation Software and Services on a temporary basis for the period limited by the license key or specified by us in writing. If there is no period identified, such use is limited to 30 days after the Evaluation Software and Services are made available to You;

(b) If You fail to stop using and/or return the Evaluation Software and Services or the equipment on which it is authorized for use by the end of the trial period, You may be invoiced for its list price and agree to pay such invoice;

(c) We, at our discretion, may stop providing the Evaluation Software and Services at any time, at which point You will no longer have access to any related data, information, and files and must immediately cease using the Evaluation Software and Services;

(d) We will own any feedback You provide in connection with Your use of the Evaluation Software and Services and may use such feedback as a part of our business operations;

(e) We process, use, and protect data in connection with Your use of the Evaluation Software and Services in accordance with applicable privacy and data protection laws, and as described in more detail at Cisco’s Security and Trust Center at https://trustportal.cisco.com; and

(f) The Evaluation Software and Services may not have been subject to our usual testing and quality assurance processes and may contain bugs, errors, or other issues. Unless agreed in writing by us, You will not put Evaluation Software and Services into production use. We provide the Evaluation Software and Services “AS-IS” without support or any express or implied warranty or indemnity for any problems or issues, and we will have no liability relating to Your use of the Evaluation Software and Services.

The following terms will govern Your use of the software if we grant You Use Rights in (i) end of life’d Splunk AppDynamics software and/or (ii) any Splunk AppDynamics software in conjunction with end of life’d third party software, including but not limited to end-of-life’d operating systems (as applicable, the “EOL Software”) (collectively, the “Use Case”):

This Limited License Agreement (“Agreement”) contains the exclusive terms and conditions between us and You with respect to the Use Case.

By accessing the EOL software for the Use Case, You consent to be bound by and are becoming a party to (1) the terms and conditions of this Agreement, and (2) the applicable General Terms and any applicable Product Specific Terms (the "General Terms") or any custom terms specifically negotiated by You and us applicable to the Splunk AppDynamics software (“Custom Terms”).

1. Term and User Restrictions. For the period of time authorized by us, not to exceed one year unless otherwise mutually agreed between the parties in writing (the “Term”), You may deploy the EOL Software, internally within Your organization. We may terminate the Term upon notice to You at any time. We reserve the right to change the EOL Software at any time, for any reason and without notice or compensation to you. This Agreement is not a guarantee of future product features and should not be relied upon in making any purchasing decisions. You will not reverse assemble, reverse compile or reverse engineer the EOL Software, or otherwise attempt to discover any such EOL Software source code or underlying Confidential Information (as defined below). This Agreement will commence on the date that you first access the EOL Software and will continue for the Term. Sections 4-6 of this Agreement will survive any expiration or termination of this Agreement.

2. Use with Third Party Software. You understand that if the EOL Software is intended to be used with the third party software, you may be required to have an active license to such third party software in order to use the EOL Software, and that such use is subject to the third party software’s usage terms. If you discover that use of the EOL Software violates third party software usage terms, you will stop your use of the EOL Software and promptly notify us. Irrespective of any such third party software usage terms, You understand that we do not commit to provide any availability, support, or maintenance for the EOL Software provided for the Use Case, and may, in our sole discretion, elect to withhold EOL Software. You understand that the EOL Software and its compatibility with third party Software does not signify an endorsement or any type of relationship between us and the third- party, and that the third-party company may not have reviewed or approved the EOL Software.

3. Older or End-of-Life'd Versions. The software you are receiving may be an older or end-of-life'd version of an agent or artifact or may be running in conjunction with an EOL Software. You understand that access of such software is provided on an as-is basis, and use of such software is at your own risk. You understand that software or EOL Software may contain bugs or other security vulnerabilities and You agree that we will not have maintenance and support obligations relating to such EOL Software or software. You understand that the version of the software you receive for the Use Case is not a generally available product and the provision of this specific version of the software does not override our End-of-Life policy for third party components.

4. WARRANTY DISCLAIMER. You acknowledge that the EOL Software is provided “AS IS” and your use of the EOL Software (i) standalone or (ii) on or in combination with other EOL Software voids any warranty in your terms with us with respect to the Use Case. WE DISCLAIM ALL WARRANTIES RELATING TO THE SOFTWARE, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

5. Limitation of Remedies and Damages. WE WILL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA OR, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SOFTWARE OR TECHNOLOGY, OR FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS, OR (B) ANY OTHER AMOUNTS THAT EXCEED $5,000.

6. Equitable Relief; Miscellaneous. You acknowledge and agree that due to the unique nature of the Confidential Information, there can be no adequate remedy at law for any breach of Your obligations hereunder, that any such breach may result in irreparable harm to us, and therefore, that upon any such breach or threat thereof, we will be entitled to injunctions and other appropriate equitable relief in addition to whatever remedies it may have at law, without any obligation to post a bond. In the event that any of the provisions of this Agreement will be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement constitutes the entire agreement between the parties pertaining to the Use Case, and any and all written or oral agreements previously existing between the parties with respect to the Use Case are expressly cancelled. For the avoidance of doubt, solely with respect to the software, this Agreement supersedes click-through agreements that may be presented to You. Neither the rights nor the obligations arising under this Agreement are assignable or transferable by You, and any such attempted assignment or transfer will be void. This Agreement will be governed by the laws of the State of California without regard to the conflicts of laws provisions therein.