SPLUNK SOFTWARE LICENSE AGREEMENT

HIS 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 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 non-infringing, 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 or
services made available for download or access 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" or "validated" 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 and other Splunk
Extensions 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 or other
programs as designated by Splunk, 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 via 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 and any other similar platform(s) owned and/or controlled by Splunk.

27. "Splunk Developer Tool" means the standard application programming
interface, configurations, software development kits, libraries, command line
interface tools, other tooling (including scaffolding and data generation
tools), integrated development environment plug-ins or extensions, code
examples, tutorials, reference guides and other related materials identified
and provided by Splunk to facilitate or enable the creation of Extensions or
otherwise support interoperability between the Software and 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 Section2.6.6); (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, for support
and maintenance services purchased for perpetual licenses, 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.  When Customer accepts a term license in an Order that
also terminates the Customer's perpetual licenses of a Software ("Prior
Software"), all rights granted with respect to the Prior Software are
terminated upon the effective date of the Order, unless otherwise specified on
the Order.  There will be no refund of any Fees previously paid with respect
to the Prior Software.  Customer will certify in writing within thirty (30)
business days of the date of a request from Splunk, the destruction of all of
the Prior Software including all Software copies and related license keys
thereof.

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 10.01.2018