SPLUNK SOFTWARE LICENSE AGREEMENT

THIS SPLUNK SOFTWARE LICENSE AGREEMENT ("AGREEMENT") GOVERNS THE LICENSING,
INSTALLATION AND USE OF SPLUNK SOFTWARE. BY DOWNLOADING AND/OR INSTALLING SPLUNK
SOFTWARE: (A) YOU ARE INDICATING THAT YOU HAVE READ AND UNDERSTAND THIS
AGREEMENT, AND AGREE TO BE LEGALLY BOUND BY IT ON BEHALF OF THE COMPANY,
GOVERNMENT, OR OTHER ENTITY FOR WHICH YOU ARE ACTING (FOR EXAMPLE, AS AN
EMPLOYEE OR GOVERNMENT OFFICIAL) OR, IF THERE IS NO COMPANY, GOVERNMENT OR OTHER
ENTITY FOR WHICH YOU ARE ACTING, ON BEHALF OF YOURSELF AS AN INDIVIDUAL; AND (B)
YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ACT ON BEHALF OF AND
BIND SUCH COMPANY, GOVERNMENT OR OTHER ENTITY (IF ANY). WITHOUT LIMITING THE
FOREGOING, YOU (AND YOUR ENTITY, IF ANY) ACKNOWLEDGE THAT BY SUBMITTING AN ORDER
FOR THE SPLUNK SOFTWARE, YOU (AND YOUR ENTITY (IF ANY)) HAVE AGREED TO BE BOUND
BY THIS AGREEMENT. As used in this Agreement, "Splunk," refers to Splunk Inc., a
Delaware corporation, with its principal place of business at 270 Brannan
Street, San Francisco, California 94107, U.S.A.; and "Customer" refers to the
company, government, or other entity on whose behalf you have entered into this
Agreement or, if there is no such entity, you as an individual.

1.	DEFINITIONS. Capitalized terms used but not otherwise defined in this
Agreement have the meanings set forth in Exhibit A.

2.	LICENSE GRANTS
    2.1	Purchased Software. Subject to Customer's compliance with this Agreement,
including Customer's timely payment of all License Fees, Splunk grants to
Customer a nonexclusive, worldwide, nontransferable, nonsublicensable license
during the applicable Term to install and use the Purchased Software within the
Licensed Capacity solely for Customer's Internal Business Purposes.
    2.2	Evaluation Software. If the applicable Order specifies that any Software
is provided under an evaluation license or a free trial license, then subject to
Customer's compliance with this Agreement, Splunk grants to Customer a
nonexclusive, worldwide, nontransferable, nonsublicensable license during the
applicable Term to install and use the Evaluation Software within the Licensed
Capacity solely for evaluating whether Customer wishes to purchase a commercial
license for such Software. Notwithstanding anything to the contrary in this
Agreement, Splunk does not provide maintenance and support (Section 7), warranty
(Section 10), or indemnification (Section 13) with respect to Evaluation
Software.
    2.3	Test and Development Software.  If the applicable Order specifies that
any Software is provided under a test and development license, then subject to
Customer's compliance with this Agreement, Splunk grants to Customer a
nonexclusive, worldwide, nontransferable, nonsublicensable license during the
applicable Term to install and use the Test and Development Software within the
Licensed Capacity in a non-production system used for software product migration
testing, software product pre-production staging, testing new data sources,
types or use cases, or other non-production use. In no way should the Test and
Development Software be used for any revenue generation, commercial activity or
other productive business or purpose.  Notwithstanding anything to the contrary
in this Agreement, Splunk does not provide warranty (Section 10), or
indemnification (Section 13) with respect to the Test and Development Software.
    2.4	Free Software. Splunk may make certain Software available for license
without charge, and such Free Software may have limited features, functions, or
other limitations of any kind. Subject to Customer's compliance with this
Agreement, Splunk grants to Customer a nonexclusive, worldwide, nontransferable,
nonsublicensable license during the applicable Term to install and use the Free
Software within the Licensed Capacity solely for Customer's Internal Business
Purposes. Notwithstanding anything to the contrary in this Agreement, Splunk
does not provide maintenance and support (Section 7), warranty (Section 10), or
indemnification (Section 13) with respect to Free Software.
    2.5	Content Subscription.  When the applicable Order specifies a Content
Subscription service as elected by Customer, Splunk will deliver or otherwise
make available the applicable Content Subscription service to Customer during
the subscription period, and subject to Customer's compliance with this
Agreement (including Customer's timely payment of all applicable Content
Subscription Fees), Splunk grants to such Customer a nonexclusive, worldwide,
nontransferable, nonsublicensable license during the applicable subscription
period to install and use the subscribed content solely in connection with the
designated Purchased Software and solely for Customer's Internal Business
Purposes.  Such content will be treated as Purchased Software under this
Agreement except that Section 10 (Warranty) will not apply.
    2.6	Splunk Extensions. Subject to Customer's compliance with this Agreement,
including Customer's timely payment of all License Fees (if any), Splunk grants
to Customer a nonexclusive, worldwide, nontransferable, nonsublicensable license
to use Splunk Extensions solely in connection with applicable Software that
Customer has licensed from Splunk, subject to the same limitations and
restrictions (including with respect to Term and Licensed Capacity) that apply
to the Software with which the Splunk Extensions are used. Notwithstanding the
foregoing, if any Splunk Extension is provided to Customer under a separate
license agreement that grants Customer more permissive or broader rights with
respect to such Splunk Extension (e.g., a separate license agreement that is
provided to Customer as part of the download process for such Splunk Extension),
then that separate license agreement, and not this Agreement, will govern
Customer's installation and use of such Splunk Extension (but, for clarity, this
Agreement will apply to all other Splunk Extensions).
    2.7	Customer Extensions. Subject to Customer's compliance with this
Agreement, Splunk grants to Customer a nonexclusive, worldwide, nontransferable,
nonsublicensable license (a) to copy, modify and use the Splunk Developer Tools
solely to develop Extensions for use with the designated Software or Splunk
Extension ("Customer Extensions"), including to support interoperability between
the Software or Splunk Extension and Customer's system or environment and (b) to
distribute the Customer Extensions exclusively for the use with the designated
Software or Splunk Extension.  The foregoing license is 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 the Customer
Extension; and (y) Customer may not make any statement that Customer Extension
is certified (unless it is duly certified by Splunk through the Splunk App
Certification Program) or that its performance is guaranteed by Splunk. 
Customer retains title to the Customer Extensions, subject to Splunk's ownership
set forth in Section 5.  If Customer allows end users of Customer Extensions to
modify or distribute the Customer Extensions, Customer shall limit such
modification or distribution to use with the designated Software or Splunk
Extension only, and will flow down the conditions in (x) and (y) above to end
users of Customer Extensions.  Customer agrees to assume full responsibility for
the performance and distribution of Customer Extensions.
    2.8	Open Source Software. Customer acknowledges that certain Software may
contain Open Source Software.  Open Source Software may be identified in the end
user documentation or in a list of the Open Source Software provided to Customer
upon Customer's written request.  Any Open Source Software that is delivered to
Customer as part of Purchased Software, and which may not be taken out of the
Purchased Software or used separately from the Purchased Software is covered by
the warranty, support and indemnification provisions applicable to Purchased
Software. Customer acknowledges that specific terms required by the respective
licensor of the Open Source Software may apply to the use of Open Source
Software, which terms shall be included in the documentation; however, these
terms will not: (a) impose any additional restrictions on Customer's use of the
Software, or (b) negate or amend Splunk's responsibilities with respect to
Purchased Software.

3.	LICENSE RESTRICTIONS. Unless otherwise expressly permitted by Splunk,
Customer will not and Customer has no right to: (a) copy any Splunk Materials
(except as required to run the Software and for reasonable backup purposes); (b)
modify, adapt, or create derivative works of any Splunk Materials; (c) rent,
lease, loan, resell, transfer, sublicense, distribute, disclose or otherwise
provide any Splunk Materials to any third party; (d) decompile, disassemble or
reverse-engineer any Splunk Materials, or determine or attempt to determine any
source code, algorithms, methods or techniques embodied in any Splunk Materials,
except to the extent expressly permitted by applicable law notwithstanding a
contractual prohibition to the contrary; (e) access or use any Disabled
Materials; (f) provide to any third party the results of any benchmark tests or
other evaluation of any Splunk Materials without Splunk's prior written consent;
(g) 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, any Splunk Materials (including in order to gain access to any
Disabled Materials); (h) remove or obscure any copyright, trademark, patent, or
other proprietary notices, legends or symbols from any Splunk Materials; (i)
exceed the Licensed Capacity or violate other license limitations identified in
Exhibit B or elsewhere in this Agreement; (j) separately use any of the
applicable features and functionalities of the Splunk Materials with external
applications or code not furnished by Splunk or any data not processed by the
Software, except otherwise specifically permitted in the Documentation; (k)
misuse the Software or use the Software for any illegal, harmful, fraudulent, or
offensive purposes; (l) otherwise access or use any Splunk Materials except as
expressly authorized in this Agreement; or (m) encourage or assist any third
party to do any of the foregoing. Customer acknowledges that the Software may be
configured to display warnings, reduce available functionality, and/or cease
functioning if unauthorized or improper use is detected, including if the Term
expires or the Licensed Capacity is reached or exceeded.

4.	SERVICE PROVIDERS. Customer may permit its authorized consultants,
contractors, and agents ("Service Providers") to access and use the Software
solely on Customer's behalf in connection with providing services to Customer,
subject to the terms and conditions of this Agreement. Any such access or use by
a Service Provider will be subject to the same limitations and restrictions that
apply to Customer under this Agreement, and Customer will be jointly and
severally liable for any Service Provider's actions relating to or use of the
Software. For avoidance of doubt, the aggregate use by Customer and all of its
Service Providers must not exceed the Licensed Capacity and nothing in this
Section 4 is intended to or will be deemed to increase any Licensed Capacity.

5.	OWNERSHIP. Splunk, its suppliers and/or licensors own all worldwide right,
title and interest in and to the Splunk Materials, including all related
Intellectual Property Rights. Except for the licenses expressly granted to
Customer in Section 2, Customer will not acquire or claim any right, title or
interest in or to any Splunk Materials or related Intellectual Property Rights,
whether by implication, operation of law or otherwise. Notwithstanding anything
to the contrary, the Software is licensed, not sold, to Customer. To the extent
that Customer provides any Feedback, Customer grants to Splunk a perpetual,
irrevocable, worldwide, nonexclusive, transferable, sublicensable, royalty-free,
fully paid-up right and license to use and commercially exploit the Feedback in
any manner Splunk deems fit.

6.	LICENSE AND SUBSCRIPTION FEES. Customer will pay all license fees set
forth in the Order (the "License Fees") for the Software delivered to Customer
no later than thirty (30) days after the date of Splunk's applicable invoice. 
Customer will also pay all content subscription fees as may be applicable to the
Purchased Software, as identified in the Order (the "Content Subscription Fees",
collectively together with License Fees, the "Fees"). Without limitation of
Splunk's other termination rights, if Customer fails to pay the Fees when due,
then Splunk may terminate this Agreement and all licenses granted hereunder by
notice to Customer. All Fees are non-refundable once paid. Any fees and payment
terms for Splunk Extensions not included in the Order will be as set forth on
the download page for such Splunk Extensions.

7.	MAINTENANCE AND SUPPORT. If Customer has purchased support and maintenance
for the Purchased Software as set forth in the Order (the "Support Services"),
then Splunk will provide the level of support and maintenance included in the
Order in accordance with the terms and conditions set forth in Exhibit C.

8.	CONFIGURATION SERVICES. Subject to Customer's payment of applicable fees,
Splunk will provide the deployment, usage assistance, configuration, and/or
training services (if any) set forth in the Order (the "Professional Services")
in accordance with Splunk's standard professional services terms and conditions
provided at
https://www.splunk.com/en_us/legal/professional-services-agreement.html, which
terms and conditions are hereby incorporated by reference and made a part of
this Agreement.

9.	SOFTWARE VERIFICATION AND AUDIT. At Splunk's request, Customer will
furnish Splunk with a certification signed by Customer's authorized
representative verifying that the Software is being used in accordance with this
Agreement and the applicable Order. Also, if Customer has purchased an offering
that requires usage reporting as identified in the Order, Customer agrees to
provide such reporting pursuant to the requirements set forth by Splunk. Upon at
least ten (10) days' prior written notice to Customer, Splunk may audit
Customer's (and its Service Providers') use of the Software to ensure that
Customer (and such Service Providers) are in compliance with this Agreement and
the applicable Order. Any such audit will be conducted during regular business
hours at Customer's (and/or its Service Providers) facilities, will not
unreasonably interfere with Customer's (or its Service Providers') business and
will comply with Customer's (or its Service Providers') reasonable security
procedures. Customer will (and will ensure that its Service Providers) provide
Splunk with reasonable access to all relevant records and facilities reasonably
necessary to conduct the audit. If an audit reveals that Customer (and/or any
Service Provider) has exceeded the Licensed Capacity or the scope of Customer's
license grant during the period audited, then Splunk will invoice Customer, and
Customer will promptly pay Splunk any underpaid Fees based on Splunk's price
list in effect at the time the audit is completed. If the excess usage exceeds
ten percent (10%) of the Licensed Capacity, then Customer will also pay Splunk's
reasonable costs of conducting the audit. Customer will ensure that its Service
Providers provide Splunk with the access described in this Section 9. This
Section 9 will survive expiration or termination of this Agreement for a period
of three (3) years.

10.	WARRANTY. Splunk warrants that for a period of thirty (30) days from the
Delivery of Purchased Software, the Purchased Software will substantially
perform the material functions described in Splunk's user documentation for such
Purchased Software, when used in accordance with the user documentation. The
sole liability of Splunk (and its Affiliates and suppliers/licensors), and
Customer's sole remedy, for any failure of the Purchased Software to conform to
the foregoing warranty, is for Splunk to do one of the following (at Splunk's
sole option and discretion): (a) modify, or provide an Enhancement for, the
Purchased Software so that it conforms to the foregoing warranty, (b) replace
Customer's copy of the Purchased Software with a copy that conforms to the
foregoing warranty, or (c) terminate the license with respect to the
non-conforming Purchased Software and refund the License Fees paid by Customer
for such non-conforming Purchased Software.  All warranty claims must be made by
written notice from Customer to Splunk on or before the expiration of the
warranty period, as detailed in Section 23.2 below.

11.	WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10 ABOVE,
THE SPLUNK MATERIALS, OPEN SOURCE SOFTWARE, THIRD PARTY CONTENT, SUPPORT
SERVICES AND PROFESSIONAL SERVICES ARE PROVIDED "AS IS" WITH NO WARRANTIES
WHATSOEVER, EXPRESS OR IMPLIED. TO THE FULL EXTENT PERMITTED BY LAW, SPLUNK AND
ITS SUPPLIERS AND LICENSORS DISCLAIM ALL WARRANTIES OTHER THAN AS EXPRESSLY SET
FORTH IN SECTION 10, 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. WITHOUT LIMITATION OF THE GENERALITY OF THE FOREGOING, SPLUNK DOES NOT
WARRANT THAT USE OF THE SOFTWARE OR SPLUNK MATERIALS WILL BE UNINTERRUPTED,
ERROR FREE OR SECURE, OR THAT ALL DEFECTS WILL BE CORRECTED.

12.	LIMITATION OF LIABILITY. TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW
AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR
LIMITATION OF LIABILITY: (A) SPLUNK AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS, PARTNERS (INCLUDING AUTHORIZED PARTNERS AS DEFINED
IN SECTION 21 BELOW) AND LICENSORS (THE "SPLUNK ENTITIES") WILL NOT BE LIABLE
FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES
(INCLUDING ANY DAMAGES ARISING FROM LOSS OF USE, LOSS OF DATA, LOST PROFITS,
LOST REVENUE, BUSINESS INTERRUPTION, OR COSTS OF PROCURING SUBSTITUTE SOFTWARE
OR SERVICES) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER
HEREOF; AND (B) SPLUNK ENTITIES' TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF WILL NOT EXCEED THE
AMOUNTS PAID BY CUSTOMER TO SPLUNK FOR THE PURCHASED SOFTWARE IN THE TWELVE (12)
MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY, IN EACH OF THE
FOREGOING CASES (A) AND (B), REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM
CONTRACT, INDEMNIFICATION, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT
LIABILITY OR OTHERWISE, AND REGARDLESS OF WHETHER SPLUNK HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH LOSS OR DAMAGE. IN ADDITION, CUSTOMER, AND NOT SPLUNK, IS
SOLELY RESPONSIBLE FOR THE ACCURACY, QUALITY AND SECURITY OF CUSTOMER'S DATA AND
FOR MAINTAINING A BACKUP OF ALL SUCH DATA, AND FOR ENSURING THE SECURITY AND
INTEGRITY OF CUSTOMER'S (AND ITS SERVICE PROVIDER'S) DATA, COMPUTERS, NETWORKS
AND SYSTEMS (INCLUDING WITH RESPECT TO PROTECTING AGAINST VIRUSES AND MALWARE).

13.	INDEMNITY. Splunk will defend Customer against any claim, demand, suit or
proceeding brought against Customer by a third party alleging that Purchased
Software infringes or misappropriates such third party's Intellectual Property
Rights ("Claim"), and Splunk will pay all damages finally awarded against
Customer by a court of competent jurisdiction as a result of such Claim, subject
to the other terms and conditions of this Agreement. Notwithstanding the
foregoing, Splunk has no obligation to indemnify Customer with respect to: (a)
use of the Purchased Software in a manner that is not permitted under the
Agreement or that is inconsistent with Splunk's applicable user documentation;
(b) modifications to the Splunk Materials made by anyone other than Splunk; (c)
the combination of Software with hardware or software not made by Splunk, or
with third-party services, processes or materials where the infringement or
misappropriation would not occur but for such combination; (d) Customer's
continued use of the Purchased Software or other allegedly infringing activity
after receiving notice of the alleged infringement; or (e) any version of the
Purchased Software that is no longer supported by Splunk ((a) through (e),
collectively, "Excluded Matters"). If an applicable Claim is made or appears
likely to be made, Splunk may, at its option and expense, modify the affected
Purchased Software so that it is noninfringing, or replace it with substantially
functionally equivalent software. If Splunk determines that neither is
reasonably feasible, Splunk may terminate Customer's applicable license and
refund Customer a pro rata refund of the Fees previously paid by Customer, which
will be calculated using the remainder of the license term (beginning with the
date of Splunk's receipt of notice of the applicable Claim), or if the Purchased
Software is licensed under a perpetual license, a refund of Fees previously paid
by Customer, less straight-line depreciation on a three-year basis from the
Delivery of the applicable Software. The obligations set forth in this Section
constitute Customer's sole and exclusive remedy, and Splunk's entire liability,
with respect to any Claims that the Purchased Software infringes any third
party's Intellectual Property Rights. Customer will defend Splunk against any
claim brought against Splunk by a third party arising out of or relating to any
Excluded Matter or any Customer Extension, and Customer will pay all damages
finally awarded against Splunk by a court of competent jurisdiction as a result
of such claim. Each party's indemnity obligations set forth in this Section 13
are conditioned upon the party seeking indemnification (x) providing prompt
written notice to the other party of the applicable claim; (y) giving the
indemnifying party sole control of the defense and/or settlement of the
applicable claim, except that: (i) the indemnified party may participate in the
defense with counsel of its choice at its own expense, and (ii) the indemnifying
party will not agree to any settlement that imposes a material obligation on the
indemnified party without the indemnified party's prior written consent (not to
be unreasonably withheld or delayed), and (z) providing reasonable cooperation
and assistance in the defense and negotiations.

14.	CONFIDENTIAL INFORMATION.
    14.1	Confidential Information. "Confidential Information" means any technical
or business information, ideas, materials, know-how or other subject matter that
is disclosed by one party to the other party that: (a) if disclosed in writing,
is marked "confidential" or "proprietary" at the time of such disclosure; (b) if
disclosed orally, is identified as "confidential" or "proprietary" at the time
of such disclosure, and is summarized in a writing sent by the disclosing party
to the receiving party within thirty (30) days after any such disclosure; or (c)
under the circumstances, a person exercising reasonable business judgment would
understand to be confidential or proprietary. Confidential Information of Splunk
will include the Splunk Materials (including any license keys).
    14.2	Use and Disclosure Restrictions. The party receiving Confidential
Information ("Recipient") agrees: (a) to maintain the Confidential Information
of the party disclosing such information (the "Discloser") in strict confidence;
(b) not to disclose such Confidential Information to any third parties; and (c)
not to use any such Confidential Information for any purpose other than to
exercise its rights or perform its obligations under this Agreement. Recipient
will treat Confidential Information of the Discloser with the same degree of
care as it accords to its own Confidential Information, but in no event with
less than reasonable care. Recipient may disclose the Confidential Information
of Discloser to its directors, officers, employees, and subcontractors
(collectively, "Representatives"), who have a bona fide need to know such
Confidential Information, provided that each such Representative is bound by a
legal obligation as protective of the other party's Confidential Information as
those set forth herein. Recipient's obligations under this Section 14 will
continue in effect for a period of three (3) years from the date of last
disclosure of Confidential Information by Discloser, except that Customer's
obligations under this Section 14 will continue in effect in perpetuity with
respect to Splunk Materials.
    14.3	Exclusions. The obligations of Recipient under Section 14.1 will not
apply to any Confidential Information that: (a) is now or thereafter becomes
generally known or available to the public, through no act or omission on the
part of Recipient (or any of its Representatives, Affiliates, or agents) or any
third party subject to any use or disclosure restrictions with respect to such
Confidential Information; (b) was known by or lawfully in the possession of
Recipient, prior to receiving such information from Discloser, without
restriction as to use or disclosure; (c) is rightfully acquired by Recipient
from a third party who has the right to disclose it and who provides it without
restriction as to use or disclosure; or (d) is independently developed by
Recipient without access, use or reference to any Confidential Information of
Discloser.
    14.4	Required Disclosures. The provisions of Section 14.1 will not restrict
Recipient from disclosing Discloser's Confidential Information to the extent
required by any law enforcement agencies or regulators or compelled by a court
or administrative agency of competent jurisdiction, provided that, to the extent
permissible under law, Recipient uses reasonable efforts to give Discloser
advance notice of such required disclosure as appropriate in order to enable
Discloser to prevent or limit disclosure.
    14.5	Return or Destruction of Confidential Information. Upon termination of
the Agreement or support and maintenance, Recipient will promptly return to
Discloser or, at Discloser's option, destroy all tangible items and embodiments
containing or consisting of Discloser's Confidential Information and all copies
thereof and provide written certification of such destruction or return by an
authorized person.
    14.6	Injunctive Relief. Recipient agrees that, due to the unique nature of
the Confidential Information, the unauthorized disclosure or use of the
Confidential Information will cause irreparable harm and significant injury to
Discloser, the extent of which will be difficult to ascertain and for which
there will be no adequate remedy at law. Accordingly, Recipient agrees that
Discloser, in addition to any other available remedies, will have the right to
an immediate injunction and other equitable relief enjoining any breach or
threatened breach of this Section 14, without the necessity of posting any bond
or other security. Recipient will notify Discloser in writing immediately upon
Recipient's becoming aware of any such breach or threatened breach.

15.	TERM. This Agreement will commence upon Splunk's first Delivery of the
Software specified in the Order (or, Splunk's other initial delivery of the
Software to Customer) and will remain in effect until the expiration of the
applicable Software license term, unless earlier terminated pursuant to Section
16 (the "Term"). For the avoidance of doubt, termination of a license term shall
not affect the term of any other licenses applicable to other Splunk products
and services that Customer has purchased. Further, termination of a Content
Subscription shall not affect the term of the base license applicable to the
Software that Customer has purchased.
    15.1	Purchased Software, etc. Unless otherwise indicated in the Order, the
Term for Purchased Software, Free Software, Splunk Extensions and Splunk
Developer Tools, if applicable, will continue indefinitely, unless and until
terminated pursuant to Section 16. If the Order indicates a Term of a specific
duration for any of the foregoing, the licenses granted to Customer for such
Purchased Software or Free Software will terminate automatically upon expiration
of such Term. Upon expiration of any Term, the applicable Software will stop
working automatically.
    15.2	Evaluation Software. If Customer is granted a license for Evaluation
Software, then the Term for such Evaluation Software will be specified in the
Order or with the license key. If no such term is specified, the Term for
Evaluation Software is thirty (30) days from the date the license key is
delivered. Any license keys provided for Evaluation Software will automatically
expire and cause the Evaluation Software to become non-operational at the end of
the Term. If Customer wishes to use the Evaluation Software after the Term
expires, then Customer must obtain the applicable paid license.

16.	TERMINATION. Either party may terminate this Agreement by written notice
to the other party if the other party materially breaches this Agreement and
does not cure the breach within thirty (30) days of receiving written notice of
the breach pursuant to Section 23.2 below. In addition, Splunk may immediately
terminate this Agreement (in whole or in part, including with respect to any
Term) by written notice to Customer (a) if Customer materially breaches Section
3, and (b) as set forth in Section 6. Splunk may also terminate Customer's
license to any Evaluation Software at any time with or without cause by notice
to Customer. If Customer is the Government, then termination terms and
conditions will be governed by 48 C.F.R. Section 52.212-4. Upon any expiration
or termination of this Agreement, the rights and licenses granted to Customer
hereunder will automatically terminate, and Customer agrees to cease immediately
using the Splunk Materials and to return or destroy all copies of the Splunk
Materials and other Splunk Confidential Information in Customer's possession or
control, and certify in writing the completion of such return or destruction in
accordance with Section14.5. Upon termination of this Agreement, Splunk will
have no obligation to refund any Fees or other amounts received from Customer
during the Term, and notwithstanding any early termination above, Customer shall
still be required to pay all Fees payable under an Order (i.e., no such early
termination shall relieve Customer of its obligations to pay all Fees payable
under an Order) unless otherwise provided in this Agreement. Termination of
Support and Maintenance Terms and Conditions due to Splunk's breach is provided
in Section 3.2 of Exhibit C. Section 1 (Definitions), Section 5 (Ownership),
Section 9 (Software Verification and Audit), Section 11 (Warranty Disclaimer),
Section 12 (Limitation of Liability), Section 13 (Indemnity), Section 14
(Confidentiality), Section 16 (Termination) and Sections 17 (Export) through 23
(General) will survive any expiration or termination of this Agreement.

17.	EXPORT. Customer will comply fully with all relevant export laws and
regulations of the United States and any other country ("Export Laws") where
Customer uses any of the Splunk Materials. Customer certifies that Customer 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. Customer
further certifies that Customer will not export, re-export, ship, transfer or
otherwise use the Splunk Materials in any country subject to an embargo or other
sanction by the United States, and that Customer will not use the Splunk
Materials for any purpose prohibited by the Export Laws, including, but not
limited to, nuclear, chemical, missile or biological weapons related end uses.

18.	GOVERNMENT END USER RIGHTS. Customer acknowledges that all Splunk
Materials were developed entirely at private expense and that no part of the
Splunk Materials was first produced in the performance of a government contract.
Customer agrees that all Splunk Materials and any derivatives thereof are
"Commercial Items" as defined in 48 C.F.R. Section 2.101, and if Customer is the
Government, then such use, duplication, reproduction, release, modification,
disclosure or transfer of this commercial product and data, is restricted in
accordance with 48 C.F.R. Section 12.211, 48 C.F.R. Section 12.212, 48 C.F.R.
Section 227.7102-2, and 48 C.F.R. Section 227.7202, as applicable. Consistent
with 48 C.F.R. Section 12.211, 48 C.F.R. Section 12.212, 48 C.F.R. Section
227.7102-1 through 48 C.F.R. Section 227.7102-3, and 48 C.F.R. Sections
227.7202-1 through 227.7202-4, as applicable, the Splunk Materials are licensed
to Government end users (a) only as Commercial Items and (b) with only those
rights as are granted to all other users pursuant to this Agreement and any
related agreement(s), as applicable. Accordingly, Customer will have no rights
in the Splunk Materials except as expressly agreed to in writing by Customer and
Splunk.

19.	PUBLICITY. Customer agrees that Splunk may publish a brief description of
Customer's deployment of the Software and identify Customer as a Splunk customer
on any of Splunk's websites, client lists, press releases, and/or other
marketing materials.

20.	THIRD PARTY CONTENT DISCLAIMER. Certain Extensions and other materials
available for download on Splunkbase are developed and/or provided by third
parties ("Third-Party Content"). Splunk makes such Third-Party Content available
for download on Splunkbase as a convenience to its customers, but Splunk neither
controls nor endorses, nor is Splunk responsible for, any Third-Party Content,
including the accuracy, integrity, quality, legality, usefulness or safety of
Third-Party Content. Certain Third-Party Content may, among other things, be
inaccurate, nonfunctional, infringing or dangerous. Nothing in this Agreement or
on Splunkbase will be deemed to be a representation or warranty by Splunk with
respect to any Third-Party Content, even if a particular Extension or other item
of Third-Party Content is identified as "certified" for use with Software.
Splunk has no obligation to monitor Third-Party Content, and Splunk may block or
disable access to any Third-Party Content at any time. In addition, the
availability of any Third-Party Content through Splunkbase does not imply
Splunk's endorsement of, or affiliation with, any provider of such Third-Party
Content, nor does such availability create any legal relationship between
Customer and any such provider. Customer's use of Third-Party Content is at
Customer's own risk and may be subject to any additional terms, conditions and
policies applicable to such Third-Party Content (such as license terms, terms of
service or privacy policies of the providers of such Third-Party Content).

21.	AUTHORIZED PARTNERS. If Customer acquired the Software through an
authorized reseller, partner or OEM of Splunk ("Authorized Partner") then,
notwithstanding anything to the contrary in this Agreement: (a) Customer's use
of the Software is subject to any additional terms in the agreement provided by
the Authorized Partner; (b) Customer agrees to pay the Authorized Partner the
Fees and other applicable fees, and Customer will have no direct Fee payment
obligations to Splunk for such Software; (c) Customer's agreement with the
Authorized Partner is between Customer and the Authorized Partner and is not
binding on Splunk; and (d) Splunk may terminate this Agreement (including
Customer's right to use the Software) if Splunk does not receive payment for
Customer's use of the Software from the Authorized Partner or if Customer
breaches any term of this Agreement. If Customer's warranty and support terms
stated in its agreement with the Authorized Partner are different from those set
forth in this Agreement, then such different terms are solely between Customer
and the Authorized Partner and Splunk will have no obligations to Customer under
this Agreement with respect to such different terms. Except as set forth in the
preceding sentence, if there is any conflict or inconsistency between this
Agreement and Customer's agreement with Authorized Partner, then this Agreement
will control (and will resolve such inconsistency) as between Splunk and
Customer.

22.	CHOICE OF LAW AND DISPUTES. Unless Customer is the Government, this
Agreement 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 conflicts of law principles of any jurisdiction or the United
Nations Convention on Contracts for the International Sale of Goods, the
application of which is expressly excluded. Any legal action or proceeding
arising under this Agreement will be brought exclusively in the federal or state
courts located in San Francisco, California, and the parties hereby consent to
personal jurisdiction and venue therein (except that Splunk may seek injunctive
relief to prevent improper or unauthorized use or disclosure of any Splunk
Materials in any court of competent jurisdiction). If Customer is the
Government, this Agreement will be governed by and interpreted in accordance
with the Contract Disputes Act of 1978, as amended (41 U.S.C. Sections
7101-7109). Failure of the parties to reach agreement on any request for
equitable adjustment, claim, appeal, or action arising under or relating to this
Agreement will be a dispute to be resolved in accordance with the clause at 48
C.F.R Section 52.233-1, which is incorporated in this Agreement by reference.

23.	GENERAL.
    23.1	Purchase Order. Customer's issuance of a purchase order constitutes
acceptance of this Agreement notwithstanding anything to the contrary in such
purchase order. If any purchase order contains any terms or conditions that are
different from or additional to the terms and conditions set forth in this
Agreement, then Splunk expressly rejects such different or additional terms and
conditions, and 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.
    23.2	Notices. All notices required or permitted under this Agreement will be
in writing and delivered in person, by confirmed facsimile transmission, by
overnight delivery service, or by registered or certified mail, postage prepaid
with return receipt requested, and in each instance will be deemed given upon
receipt. All communications will be sent 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 in accordance with this Section.
    23.3	Assignment. Customer may not assign, delegate or transfer this
Agreement, in whole or in part, by agreement, operation of law or otherwise
without the prior written consent of Splunk. Splunk may assign this Agreement 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 this Agreement relates. Splunk may also assign its
rights to receive payment due as a result of performance of this Agreement to a
bank, trust company, or other financing institution, including any federal
lending agency in accordance with the Assignment of Claims Act (31 U.S.C.
Section 3727) and may assign this Agreement in accordance with the provisions at
48 C.F.R Section 42.12, as applicable. Any attempt to assign this Agreement
other than as permitted herein will be null and void. Subject to the foregoing,
this Agreement will bind and inure to the benefit of the parties' permitted
successors and assigns.
    23.4	Rights and Remedies. Except as otherwise expressly set forth in this
Agreement, the rights and remedies of either party as set forth in this
Agreement are not exclusive and are in addition to any other rights and remedies
now or hereafter provided by law or at equity.
    23.5	Waiver; Severability. The waiver by either party of a breach of or a
default under this Agreement will not be effective unless in writing. The
failure by either party to enforce any provisions of this Agreement 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 this Agreement invalid or unenforceable, the
remaining provisions of the Agreement 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.
    23.6	Interpretation. For purposes of interpreting this Agreement, (a) unless
the context otherwise requires, the singular includes the plural, and the plural
includes the singular; (b) unless otherwise specifically stated, the words
"herein," "hereof," and "hereunder" and other words of similar import refer to
this Agreement as a whole and not to any particular section or paragraph; (c)
the words "include" and "including" will not be construed as terms of
limitation, and will therefore mean "including but not limited to" and
"including without limitation"; (d) unless otherwise specifically stated, the
words "writing" or "written" mean preserved or presented in retrievable or
reproducible form, whether electronic (including email but excluding voice mail)
or hard copy; (e) the captions and section and paragraph headings used in this
Agreement are inserted for convenience only and will not affect the meaning or
interpretation of this Agreement; and (f) the references herein to the parties
will refer to their permitted successors and assigns.
    23.7	Operational Metrics and Usage Data. The Software may be configured to
allow Splunk to collect and process technical and related information about
Customer's use of the Software (which may include, without limitation, ingest
volume, search concurrency, number of unique user logins, Internet protocol
addresses, page views, session duration, and other similar data) and certain
aggregated, anonymized information about the Software environment (such as
hardware identification, operating system, application version), performance,
configuration and other usage information. Splunk uses this information to
support and troubleshoot issues, provide updates, automate invoices, analyze
trends and improve Splunk's products or services. Participation in the
collection and processing of such data by Splunk is voluntary (except for
certain Free or Evaluation Software, which may require Customer's participation
in an in-product analytics program as a condition of receiving access to and
using such Software) and instructions on how to disable these in-product
collection features are set forth in Splunk's end user documentation.  Splunk
collects and processes the information it collects subject to Splunk's Privacy
Policy, which can be found at
https://www.splunk.com/en_us/legal/privacy/privacy-policy.html and is hereby
incorporated by reference and made a part of this Agreement.
    23.8	Integration; Entire Agreement. This Agreement along with any additional
terms incorporated herein by reference, including the Order and the Exhibits
hereto, 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. Any waiver, modification or amendment of any provision of
this Agreement will be effective only if in writing and signed by duly
authorized representatives of both parties. Any terms and conditions contained
or referenced by either party in a quote, purchase order, acceptance, invoice or
any similar document purporting to modify the terms and conditions contained in
this Agreement will be disregarded and have no effect unless otherwise expressly
agreed to by the parties in accordance with the preceding sentence.

EXHIBIT A
DEFINITIONS
1.	"Affiliate," with respect to a party, 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).
2.	"Authorized Partner" has the meaning set forth in Section 21.
3.	"Claim" has the meaning set forth in Section 13.
4.	"Confidential Information" has the meaning set forth in Section 14.1.
5.	"Content Subscription" means certain entitlement for Customer to receive a
collection of updated contents applicable to the Purchased Software (such as
models, rules and configurations, as further described in the relevant end user
documentation for the Purchased Software) on a periodic basis for the duration
of the subscription period.  This can be purchased as an add-on service to the
term license or perpetual license to the applicable Purchased Software as
identified in the Order.
6.	"Content Subscription Fees" has the meaning set forth in Section 6.
7.	"Customer Extensions" has the meaning set forth in Section 2.7.
8.	"Delivery" means the date of Splunk's initial delivery of the license key
for the applicable Software or otherwise making the applicable Software
available for download by Customer.
9.	"Disabled Materials" means certain materials (including programs, modules
or components, functionality, features, documentation, content or other
materials) that may be contained in or provided with the Software as part of the
delivery mechanism used by Splunk, but that are disabled or hidden in Customer's
setting, because Customer either: (a) does not have the relevant license or
license key, or (b) has not paid the applicable Fees, for those materials.
10.	"Enhancements" means any updates, upgrades, releases, fixes, enhancements
or modifications to the Purchased Software made generally commercially available
by Splunk to its support customers under the terms and conditions set forth in
Exhibit C.
11.	"Evaluation Software" means Software that is specified in an Order as
provided under an evaluation license or a free trial license.
12.	"Excluded Matters" has the meaning set forth in Section 13.
13.	"Extension" means any separately downloadable 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
Software.
14.	"Feedback" means all suggestions for improvement or enhancement,
recommendations, comments, opinions, code, input, ideas, reports, information,
know-how or other feedback provided by Customer (whether in oral, electronic or
written form) to Splunk in connection with Splunk's Software.  Feedback does not
include any data, results or output created or generated by Customer using the
Software, unless specifically submitted or communicated by Customer to Splunk as
part of the Feedback.
15.	 "Free Software" means Software that is specified in an Order as provided
to Customer without charge (other than Evaluation Software).
16.	"Government" means an agency, department, or instrumentality of the
United States government.
17.	"Intellectual Property Rights" means all patent, copyright, trademark,
and trade secret rights and other intellectual property and proprietary rights,
whether registered or unregistered.
18.	"Internal Business Purpose" means Customer's use for its own internal
business operations on Customer's systems, networks and devices with Customer's
data. Such use does not include use by Customer on a service bureau basis or
otherwise to provide services to, or process data for, any third party.
19.	"Licensed Capacity" means the maximum usage of the Software (e.g.,
aggregate daily volume of data indexed, based on source types, number of Nodes,
number of monitored accounts, number of users, storage capacity, search and
compute units, etc.) that is permitted under the type of license included in the
applicable Order. The Licensed Capacity associated with each Purchased Software
is set forth in Exhibit B.
20.	"License Fees" has the meaning set forth in Section 6.
21.	"Open Source Software" means software or similar subject matter that is
distributed under an open source license such as (by way of example only) the
GNU General Public License, GNU Lesser General Public License, Apache License,
Mozilla Public License, BSD License, MIT License, Common Public License, any
derivative of any of the foregoing licenses, or any other license approved as an
open source license by the Open Source Initiative.
22.	"Order" means Splunk's quote, statement of work, or ordering document
(including online order form) accepted by Customer or Customer's purchase order
or other ordering document submitted to Splunk (directly or indirectly through
an Authorized Partner) to order Splunk Materials or services, which references
the products, services, pricing and other applicable terms set forth in an
applicable Splunk quote or ordering document.
23.	"Professional Services" has the meaning set forth in Section 8.
24.	"Purchased Software" means Software that is licensed to Customer and for
which Customer has paid a License Fee to Splunk, whether directly or through an
Authorized Partner.
25.	 "Service Providers" has the meaning set forth in Section 4.
26.	"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
thereto.
27.	"Splunk Developer Tool" means the standard application programming
interface or configuration and related materials identified and provided by
Splunk for and with the applicable Software to enable the creation of Extensions
or otherwise support interoperability between the Software and Customer's system
or environment.
28.	"Splunk Extensions" means Extensions made available through Splunkbase
that are identified on Splunkbase as published by Splunk (and not by any third
party).
29.	"Splunk Materials" mean the Software, Software license keys, Splunk
Developer Tools, Splunk Extensions and end user documentation relating to the
foregoing.
30.	"Software" means the software products listed in an Order and any
Enhancements thereto made available to Customer by Splunk.
31.	 "Support Services" has the meaning set forth in Section 7.
32.	"Term" has the meaning set forth in Section 15.
33.	"Test and Development Software" means Software that is specified in an
Order as provided under a test and development license.
34.	"Third-Party Content" has the meaning set forth in Section 20.

EXHIBIT B
LICENSED CAPACITY
The Licensed Capacity and other license limitations associated with each
Purchased Software can be found here:
https://www.splunk.com/en_us/legal/licensed-capacity.html

EXHIBIT C
SPLUNK INC.
SUPPORT AND MAINTENANCE TERMS AND CONDITIONS
Customer agrees that the following terms and conditions ("Terms and Conditions")
will govern the delivery of any support and/or maintenance services by Splunk
("Support") listed on an Order entered into pursuant to the Software License
Agreement (the "Agreement") to which these Terms and Conditions are attached and
made a part thereof. Subject to Customer's termination rights set forth in the
Agreement, ordering any Support from Splunk or any Authorized Partner indicates
Customer's acceptance of these Terms and Conditions. These Terms and Conditions
are effective upon receipt and confirmation of acceptance of Customer's purchase
order by Splunk or an Authorized Partner (the "Effective Date").

1.	DEFINITIONS. Unless otherwise defined in these Terms and Conditions,
capitalized terms have the meanings set forth in the Agreement.

2.	SUPPORT AND MAINTENANCE.
    2.1	Services. Subject to Customer's timely payment of the applicable annual
Support fees set forth in the Order (the "Support Fees"), Splunk will provide
the level of Support identified in the Order in accordance with the Support
descriptions set forth below. No other maintenance or support for the Software
is included.
    2.2	Support Fees. Support Fees will be due and payable in accordance with the
Order. Splunk will notify (electronically or otherwise) Customer of the
then-current annual Support Fee for Customer's level of Support in each notice
of term renewal. Support Fees are non-refundable once paid.
    2.3	Exclusions. Splunk will have no obligation of any kind to provide Support
for issues caused by or arising out of any of the following (each, a
"Licensee-Generated Error"): (i) modifications to the Software not made by
Splunk; (ii) use of the Software other than as authorized in the Agreement or as
provided in the documentation for the Software; (iii) damage to the machine on
which the Software is installed; (iv) Customer's continued failure to use the
Software without reference to the documentation; (v) versions of the Software
other than the Supported Version (defined in SectionError! Reference source not
found.); (vi) third-party products not expressly supported by Splunk and
described in the documentation; or (vii) conflicts related to replacing or
installing hardware, drivers, and software that are not expressly supported by
Splunk and described in the documentation. If Splunk determines that support for
an issue caused by a Licensee-Generated Error, Splunk will notify Customer as
soon as reasonably possible under the circumstances. If Customer agrees that
Splunk should provide support for the Licensee-Generated Error via a confirming
email, then Splunk will have the right to invoice Customer at Splunk's
then-current time and materials rates for any such support provided by Splunk.
    2.4	Support for Splunk Extensions. Subject to Customer's payment of the
applicable annual Support Fees, if Customer are a licensee of a Splunk Extension
supported by Splunk, Splunk will provide an Initial Response and Acknowledgement
in accordance with P3 terms as described in the Support Programs (as defined
below). Updates for the Software will be provided when made available. No other
sections in these Terms and Conditions apply to Splunk Extensions.
    2.5	Restrictions. Support is delivered only in English unless Customer is in
a location where Splunk has made localized Support available.
    2.6	Support Descriptions.
        2.6.1	Splunk Support. Customer's Order will identify the level of Support
Customer purchases for the applicable Purchased Software. A summary of the
different support programs and levels are described here:
http://www.splunk.com/en_us/support-and-services/support-programs.html ("Support
Programs"). Support cases are handled based on case priority levels as described
in the Support Programs. When submitting a case, Customer will select the
priority for initial response by logging the case online, in accordance with the
priority guidelines set forth in the Support Programs. When the case is
received, Splunk Support may change the priority if the issue does not conform
to the criteria for the selected priority and will provide Customer with notice
(electronic or otherwise) of such change.
        2.6.2	Authorized Support Contacts. Support will be provided solely to the
authorized individual(s) specified by Customer that Splunk will communicate with
that individual(s) when providing Support ("Support Contacts"). Splunk strongly
recommends that Customer's support contact(s) be trained on the Purchased
Software. Customer's Order will indicate a maximum number of authorized Support
Contacts for Customer's license level. Customer will be asked to designate
Customer's authorized support contacts, including their primary email address
and Splunk.com login ID, following Splunk's acknowledgment of Customer's Order.
        2.6.3	Defect Resolution. Should Splunk in its sole judgment determine that
there is a defect in the Purchased Software, it will, at its sole option, repair
that defect in the version of the Software that Customer is currently using or
instruct Customer to install a newer version of the Software with that defect
repaired. Splunk reserves the right to provide Customer with a workaround in
lieu of fixing a defect should it in its sole judgment determine that it is more
effective to do so.
        2.6.4	Support Hours. Support is provided via telephone, email and web portal.
Support will be delivered by a member of Splunk's technical support team during
the regional hours of operation listed in the Support Programs page.
        2.6.5	Customer's Obligation to Assist. Should Customer report a purported
defect in the Purchased Software to Splunk, Splunk may require Customer to
provide them with the following information: (a) a general description of the
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. Customer's failure to provide this information may prevent Splunk
from identifying and fixing that purported defect.
        2.6.6	Software Upgrades and Software Support Policy. When available, Splunk
provides updates, upgrades, maintenance releases and reset keys only to Splunk
Support customers pursuant to Splunk's Support Policy provided at:
https://www.splunk.com/en_us/legal/splunk-software-support-policy.html ("Support
Policy"). Software comes with a three-digit number version. The first digit
represents the major release (i.e., upgrade), the second digit identifies the
minor releases (i.e., updates) and the third digit identifies the maintenance
releases. With a new major version, the number to the left of the decimal is
changed and for minor releases, the number to the right of the decimal point is
increased. Subject to the foregoing, Splunk provides Support for the duration
specified in the Support Policy following the initial release date of each
respective major or minor version.  The current version and the releases within
the support period will be "Supported Versions".
    2.7	Changes in Support and Software. Subject to the  Support Policy, Customer
acknowledges that Splunk has the right to discontinue the manufacture and
development of any Software and the Support for any Software, including the
distribution of older Software versions, at any time in its sole discretion,
provided that Splunk agrees not to discontinue Support for the Software during
the current annual term of these Terms and Conditions, subject to the
termination provisions herein. Splunk reserves the right to alter Support from
time to time, using reasonable discretion but in no event will such alterations
result in (i) diminished support from the level of Support set forth herein;
(ii) materially diminished obligations for Splunk; (iii) materially diminished
Customer's rights; or (iv) higher Support Fees during the then-current term.
Splunk will provide Customer with thirty (30) days' prior written notice
(delivered electronically or otherwise) of any permitted material changes to the
Support contemplated herein.

3.	TERM AND TERMINATION.
    3.1	Term. These Terms and Conditions will commence on the Delivery date and,
unless terminated earlier in accordance with the terms of the Agreement, for a
period of one (1) year (or for term purchased if different than one year)
thereafter (the "Initial Term"). These Terms and Conditions  will automatically
renew for additional one (1)-year terms (or for term purchased if different than
one year) (each, a "Renewal Term," and the Initial Term, collectively with any
and all Renewal Terms, will be referred to as the "Support Term"), unless either
party provides the other (or if purchased through an Authorized Partner,
Customer provides the Authorized Partner) with written notice of its intent not
to renew these Terms and Conditions at least thirty (30) days prior to the end
of the then-current Initial Term or Renewal Term. Customer must purchase and/or
renew Support for all of the licenses for a particular Software product. If the
Support Term lapses, Customer may seek to re-activate Support by submitting a
purchase order that includes fees for the lapsed period plus a reinstatement
fee.
    3.2	Termination. Either party may terminate these Terms and Conditions by
written notice to the other party if the other party materially breaches this
Agreement or these Terms and Conditions and does not cure the breach within
thirty (30) days of receiving notice of the breach. If Customer terminates the
Agreement for Splunk's uncured material breach of these Terms and Conditions,
then Splunk will refund any unused prepaid fees to Customer as Customer's sole
and exclusive remedy.

4.	FORCE MAJEURE. Splunk will not be responsible for any failure or delay in
its performance under these Terms and Conditions due to causes beyond its
reasonable control, including, but not limited to, labor disputes, strikes,
lockouts, shortages of or inability to obtain labor, energy, raw materials or
supplies, war, acts of terror, riot, acts of God or governmental action.


Splunk Software License Agreement 04.24.2018

