SPLUNK GENERAL TERMS

Last Updated: August 12, 2021

These Splunk General Terms ("General Terms") between Splunk Inc., a Delaware
corporation, with its principal place of business at 270 Brannan Street, San
Francisco, California 94107, U.S.A ("Splunk" or "we" or "us" or "our") and you
("Customer" or "you" or "your") apply to the purchase of licenses and
subscriptions for Splunk's Offerings. By clicking on the appropriate button,
or by downloading, installing, accessing or using the Offerings, you agree to
these General Terms. If you are entering into these General Terms on behalf of
Customer, you represent that you have the authority to bind Customer. If you
do not agree to these General Terms, or if you are not authorized to accept
the General Terms on behalf of the Customer, do not download, install, access,
or use any of the Offerings.

See the General Terms Definitions Exhibit attached for definitions of
capitalized terms not defined herein.

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

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

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

(D) Trials, Evaluations, Beta and Free Licenses.
(i) Trials and Evaluations. Offerings provided for trials and evaluations are
provided at no charge, and their use will be for a limited duration.

(ii) Beta Licenses. Some Offerings and features may be available to you as a
preview, or as an alpha, beta or other pre-release version (each, a "Beta
Offering"). All rights for Beta Offerings are solely for internal testing and
evaluation.  Your use of a Beta Offering will be for the term specified by us,
and if no term is specified, then for the earlier of one year from the start
date of the Beta Offering or when that version of the Beta Offering becomes
generally available.  We may discontinue the Beta Offering at any time and may
decide not to make any of the features and functionality generally available.

(iii) Free Licenses. From time to time, we may make certain Offerings
available for full use (i.e., not subject to limited evaluation purposes) at
no charge. These free Offerings may have limited features, functions, and
other technical limitations.

(iv) Donated Offerings. Donated Offerings are free limited Offerings donated
to qualifying Nonprofits under a Splunk donation program. By procuring and
making use of a Donated Offering, you hereby represent and warrant that you
are a lawfully organized Nonprofit, and you agree to provide verification of
your nonprofit status to Splunk upon request. At Splunk's request, you agree:
(a) to publish a press release and case study on your use of the Donated
Offering; and (b) to be interviewed for the production of a Splunk customer
video that will accompany the press release and case study. Splunk will draft
and edit all content in collaboration with you and will obtain your edits and
written approval (email is sufficient) prior to publication, and such approval
will not be unreasonably withheld. You will allow Splunk to reference your
Nonprofit and leading spokespeople in press releases with your written
approval (email is sufficient). Splunk may use your name and logo on sales
presentations, websites, and other marketing collateral without your prior
approval.

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

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

2. Purchasing Through Authorized Resellers, Digital Marketplaces, and Splunk
Affiliates
(A) Authorized Resellers and Digital Marketplaces. If you purchase Offerings
through a Splunk authorized reseller or Digital Marketplace, these General
Terms will govern those Offerings. Your payment obligations for the Purchased
Offerings will be with the authorized reseller or Digital Marketplace, as
applicable, not Splunk. You will have no direct Fee payment obligations to
Splunk for those Offerings. However, in the event that you fail to pay the
Digital Marketplace for your Purchased Offerings, Splunk retains the right to
enforce your payment obligations and collect directly from you.

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

(B) Splunk Affiliate Distributors. Splunk has appointed certain Splunk
Affiliates as its non-exclusive distributors of the Offerings (each, a "Splunk
Affiliate Distributor"). Each Splunk Affiliate Distributor is authorized by
Splunk to negotiate and enter into Orders with Customers.  Where a purchase
from Splunk is offered by a Splunk Affiliate Distributor, Customer will issue
Orders, and make payments, to the Splunk Affiliate Distributor which issued
the quote for the Offering. Each Order will be deemed a separate contract
between Customer and the relevant Splunk Affiliate Distributor and will be
subject to these General Terms.  For the avoidance of doubt, Customer agrees
that: (i) the total liability of Splunk under these General Terms as set forth
in Section 22 (Limitation of Liability) states the overall combined liability
of Splunk and Splunk Affiliate Distributors; (ii) the entering into Orders by
a Splunk Affiliate Distributor will not be deemed to expand Splunk and its
Affiliates' overall responsibilities or liability under these General Terms;
and (iii) Customer will have no right to recover more than once from the same
event.

3. Your Contractors and Third-Party Providers
You may permit your authorized consultants, contractors, and agents
("Third-Party Providers") to access and use your Purchased Offerings, but only
on your behalf in connection with providing services to you, and subject to
the terms and conditions of these General Terms. Any access or use by a
Third-Party Provider will be subject to the same limitations and restrictions
that apply to you under these General Terms, and you will be responsible for
any Third-Party Provider's actions relating to their use of the Offering. The
aggregate use by you and all of your Third-Party Providers must not exceed the
Capacity purchased, and nothing in this Section is intended to or will be
deemed to increase such Capacity.

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

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

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

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

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

(F) Specific Offering Terms. Specific security controls and certifications,
data policies, service descriptions, Service Level Schedules and other terms
specific to a Hosted Service and other Offerings ("Specific Offering Terms")
are set forth here: www.splunk.com/SpecificTerms, and will apply, and be
deemed incorporated herein by reference.

5. Support and Maintenance
The specific Support Program included with a Purchased Offering will be
identified in the applicable Order. Splunk will provide the purchased level of
support and maintenance services in accordance with the terms of the Support
Exhibit attached to these General Terms.

6. Configuration and Implementation Services
Splunk offers standard services to implement and configure your Purchased
Offerings. These services are purchased under an Order and are subject to the
payment of the Fees therein and the terms of the Configuration and
Implementation Services Exhibit attached to these General Terms.

7. Data Protection for Personal Data
Splunk will follow globally recognized data protection principles and
industry-leading standards for the security of personal data.  Splunk will
comply with the requirements and obligations set forth in Splunk's Data
Protection Addendum ("DPA"), located at
https://www.splunk.com/en_us/legal/splunk-dpa.html, which includes standard
terms for the processing of personal data (including, as applicable, personal
data in a Hosted Service).

8. Security
(A) Security for Hosted Services: Standard Environment. Splunk will implement
industry leading security safeguards for the protection of Customer
Confidential Information, including Customer Content transferred to and stored
within the Hosted Services.  These safeguards include commercially reasonable
administrative, technical, and organizational measures to protect Customer
Content against destruction, loss, alteration, unauthorized disclosure, or
unauthorized access, including such things as information security policies
and procedures, security awareness training, threat and vulnerability
management, incident response and breach notification, and vendor risk
management.  Splunk's technical safeguards are further described in the Splunk
Cloud Platform Security Addendum ("SC-SA"), located at
https://www.splunk.com/en_us/legal/splunk-cloud-security-addendum.html, and
the Observability Suite Security Addendum ("OS-SA"), located at
https://www.splunk.com/en_us/legal/splunk-observability-security-addendum.html,
 as applicable, and are incorporated herein by reference.

(B) Security for Hosted Services: Premium HIPAA Environment.  For Hosted
Services Offerings provisioned in Splunk Cloud Platform's Premium HIPAA
environment (as specified in an Order), in addition to the protections under
the SC-SA and these General Terms, Splunk will comply with the requirements
and obligations set forth in Splunk Business Associate Agreement found here:
https://www.splunk.com/en_us/legal/splunk-baa.html.

(C) Additional Security for Other Hosted Services. From time to time, Splunk
may offer custom security safeguards for unique Hosted Services offerings.
Any such security safeguards will be as set forth in the applicable
Documentation and Specific Offering Terms.

(D) Security for On Premises Offerings. Splunk will implement industry leading
security safeguards for the protection of Splunk's IT systems, products,
facilities and assets, and any Customer Confidential Information accessed or
processed therein, e.g., customer account information, support tickets
("Corporate Security Controls").  Splunk's Corporate Security Controls include
such things as information security policies and procedures, security
awareness training, physical and environmental access controls, threat and
vulnerability management, incident response and breach notification, and
vendor risk management. Splunk's Corporate Security Controls are further
described in Splunk's Information Security Addendum ("ISA"), located at
https://www.splunk.com/en_us/legal/information-security-addendum.html and are
incorporated herein by reference.

(E) Product Development Security. Splunk will follow secure software
development practices and applies an industry standard, risk-based approach to
its software development lifecycle ("SDLC"), which includes, as applicable,
such things as performing security architecture reviews, open source security
scans, virus detection, dynamic application security testing, network
vulnerability scans and external penetration testing in the development
environment.  Product-specific information about the SDLC in our Offerings is
detailed more fully in the ISA.  Splunk's Product Security Portal, located at
https://www.splunk.com/en_us/product-security.html, contains detailed
information about Splunk's program for managing and communicating product
vulnerabilities.  Splunk categorizes product vulnerabilities in accordance
with the Common Vulnerability Scoring System ("Medium," "High," or "Critical")
and uses commercially reasonable efforts to remediate vulnerabilities
depending on their severity level in accordance with industry standards.

(F) Maintaining Protections. Notwithstanding anything to contrary in these
General Terms, or any policy or terms referenced herein via hyperlink (or any
update thereto), Splunk may not, during a Term materially diminish the
security protections set forth in these General Terms, any Specific Offering
Terms, or the applicable security addendum.

9. Use Restrictions
Except as expressly permitted in an Order, these General Terms or our
Documentation, you agree not to (nor allow any user or Third Party Provider
to): (a) reverse engineer (except to the extent specifically permitted by
statutory law), decompile, disassemble or otherwise attempt to discover source
code or underlying structures, ideas or algorithms of any Offering; (b)
modify, translate or create derivative works based on the Offerings; (c) use
an Offering for service bureau purposes, or for any purpose other than your
own Internal Business Purposes; (d) resell, transfer or distribute any
Offering; (e) access or use any Offering in order to monitor its availability,
performance, or functionality for competitive purposes; (f) attempt to disable
or circumvent any license key or other technological mechanisms or measures
intended to prevent, limit or control use or copying of, or access to,
Offerings; (g) separately use any of the applicable features and
functionalities of the Offerings with external applications or code not
furnished by Splunk or any data not processed by the Offering; (h) exceed the
Capacity purchased or (i) use any Offering in violation of all applicable laws
and regulations (including but not limited to any applicable privacy and
intellectual property laws).

10. Our Ethics, Compliance and Corporate Responsibility
(A) Ethics and Corporate Responsibility. Splunk is committed to acting
ethically and in compliance with applicable law, and we have policies and
guidelines in place to provide awareness of, and compliance with, the laws and
regulations that apply to our business globally. We are committed to ethical
business conduct, and we use diligent efforts to perform in accordance with
the highest global ethical principles, as described in the Splunk Code of
Conduct and Ethics found here:
https://investors.splunk.com/code-business-conduct-and-ethics-1.

(B) Anti-Corruption. We implement and maintain programs for compliance with
applicable anti-corruption and anti-bribery laws. Splunk policy prohibits the
offering or soliciting of any illegal or improper bribe, kickback, payment,
gift, or thing of value to or from any of your employees or agents in
connection with these General Terms. If we learn of any violation of the
above, we will use reasonable efforts to promptly notify you at the main
contact address provided by you to Splunk.

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

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

12. Capacity and Usage Verification
(A) Certification and Verification. At Splunk's request, you will furnish
Splunk a certification signed by your authorized representative verifying that
your use of the Purchased Offering is in accordance with these General Terms
and the applicable Order. For On-Premises Products, we may also ask you from
time to time, but not more frequently than once per calendar period, to
cooperate with us to verify usage and adherence to purchased Capacities. If
Splunk requests a verification process, you agree to provide Splunk reasonable
access to the On-Premises Product installed at your facility (or as hosted by
your Third-Party Provider). If Splunk does any verification, it will be
performed with as little interference as possible to your use of the
On-Premises Product and your business operations. Splunk will comply with your
(or your Third-Party Providers') reasonable security procedures.

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

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

14. Splunk Developer Tools and Customer Extensions
Splunk makes Splunk Developer Tools available to you so you can develop
Extensions for use with your Purchased Offerings (Extensions that you develop,
"Customer Extensions").

You have a nonexclusive, worldwide, nontransferable, nonsublicensable right,
subject to the terms of these General Terms, to use Splunk Developer Tools to
develop your Customer Extensions, including to support interoperability
between the Offering and your system or environment.  Splunk proprietary
legends or notices contained in the Splunk Developer Tools may not be removed
or altered when used in or with your Customer Extension.  You retain title to
your Customer Extensions, subject to Splunk's ownership in our Offerings and
any materials and technology provided by Splunk in connection with the Splunk
Developer Tools.  You agree to assume full responsibility for the performance
and distribution of Customer Extensions.

15. Third Party Products, Third-Party Extensions, Third-Party Content and
Unsupported Splunk Extensions
(A) Third-Party Extensions on Splunkbase. Splunk makes Extensions developed
and/or made available by a third-party on Splunkbase ("Third-Party Extension")
available for download or access as a convenience to its customers. Splunk
makes no promises or guarantees related to any Third-Party Extension,
including the accuracy, integrity, quality, or security of the Third-Party
Extension. Nothing in these General Terms or on Splunkbase will be deemed to
be a representation or warranty by Splunk with respect to any Third-Party
Extension, even if a particular Third-Party Extension is identified as
"certified" or "validated" for use with an Offering. We may, in our reasonable
discretion, block or disable access to any Third-Party Extension at any time.
Your use of a Third-Party Extension is at your own risk and may be subject to
any additional terms, conditions, and policies applicable to that Third-Party
Extension (such as license terms, terms of service, or privacy policies of the
providers of such Third-Party Extension). Third-Party Extensions may be
installed on Hosted Services pursuant to our instructions.

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

(C) Splunk As a Reseller. When you purchase third party products ("Third Party
Products") from Splunk as specified in an Order (which products shall include
third party software, but not any support which Splunk itself has contracted
to provide), the following provision applies. Splunk acts solely as a reseller
of Third Party Products, which are fulfilled by the relevant third party
vendor ("Third Party Vendor"), and the purchase and use of Third Party
Products is subject solely to the terms, conditions and policies made
available by such Third Party Vendor. Consequently, Splunk makes no
representation or warranty of any kind regarding the Third Party Products,
whether express, implied, statutory or otherwise, and specifically disclaims
all implied terms, conditions and warranties (including as to quality,
performance, availability, fitness for a particular purpose or
non-infringement) to the maximum extent permitted by applicable law. You will
bring any claim in relation to Third Party Products against the applicable
Third Party Vendor directly. In no event will Splunk be liable to you for any
claim, loss or damage arising out of the use, operation or availability of
Third Party Product (whether such liability arises in contract, negligence,
tort, or otherwise).

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

16. Your Compliance
(A) Lawful Use of Offerings. When you access and use an Offering, you are
responsible for complying with all laws, rules, and regulations applicable to
your access and use. This includes being responsible for your Customer Content
and users, for your users' compliance with these General Terms, and the
accuracy, lawful use of, and the means by which you acquired your Customer
Content. You may not transmit and/or store PHI Data, PCI Data or ITAR Data
within a Hosted Services unless you have specifically purchased a Purchased
Offering for that applicable regulated Hosted Services environment (as
identified in an Order).

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

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

(D) GovCloud Services. If you access or use any Hosted Services in the
specially isolated Amazon Web Services ("AWS") GovCloud (US) region (including
without limitation any Hosted Services that are provisioned in a FedRAMP
authorized environment), you  represent and warrant that users will only
access the Hosted Services in the AWS GovCloud (US) region if users: (i) are
"US Person(s)" as defined under ITAR (see 22 CFR part 120.15); (ii) have and
will maintain a valid Directorate of Defense Trade Controls registration, if
required by ITAR; (iii) are not subject to export control restrictions under
US export control laws and regulations (i.e., users are not denied or debarred
parties or otherwise subject to sanctions); and (iv) maintain an effective
compliance program to ensure compliance with applicable US export control laws
and regulations, including ITAR, as applicable. If you access or use any
Hosted Services in an IL5 authorized environment, you further represent and
warrant that only users who are US citizens will access the Hosted Services.
You are responsible for verifying that any user accessing Customer Content in
the Hosted Services in the AWS GovCloud (US) region is eligible to access such
Customer Content.  The Hosted Services in the AWS GovCloud (US) region may not
be used to process or store classified data.  You will be responsible for all
sanitization costs incurred by Splunk if users introduce classified data into
the Hosted Services in the AWS GovCloud (US) region. For selected FedRAMP
authorized regions, you may be required to execute additional addendums to
this agreement prior to provisioning of Hosted Services.

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

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

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

18. Payment
The payment terms below only apply when you purchase Offerings directly from
Splunk. When you purchase from an authorized reseller or Digital Marketplace,
the payment terms are between you and the authorized reseller or Digital
Marketplace. However, a breach of your payment obligations for an Offering
with a Digital Marketplace will be deemed a breach of this Section 18.

(A) Fees. You agree to pay all Fees specified in the Orders. Fees are
non-cancelable and non-refundable, except as otherwise expressly set forth in
these General Terms. Without limiting any of our other rights or remedies
herein, overdue charges may accrue interest monthly at the rate of 1.5% of the
then-outstanding unpaid balance, or the maximum rate permitted by law,
whichever is lower. Fees are due and payable either within 30 days from the
date of Splunk's invoice or as otherwise stated in the Order.

(B) Credit Cards. If you pay by credit, or debit card you: (i) will provide
Splunk or its designated third-party payment processor with valid credit or
debit card information; and (ii) hereby authorize Splunk or its designated
third-party payment processor to charge such credit or debit card for all
items listed in the applicable Order. Such charges must be paid in advance or
in accordance with any different billing frequency stated in the applicable
Order. You are responsible for providing complete and accurate billing and
contact information and notifying Splunk in a timely manner of any changes to
such information.

(C) Taxes. All Fees quoted are exclusive of applicable taxes and duties,
including any applicable sales and use tax. You are responsible for paying any
taxes or similar government assessments (including, without limitation,
value-added, sales, use or withholding taxes).  We will be solely responsible
for taxes assessable against us based on our net income, property, and
employees.

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

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

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

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

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

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

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

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

21. Term and Termination
(A) Term and Renewal. These General Terms will commence upon the Effective
Date and will remain in effect until the expiration of all applicable
Purchased Offerings, unless earlier terminated pursuant to this Section.
Termination of a specific Purchased Offering will not affect the Term of any
other Purchased Offering. Termination of these General Terms will have the
effect of terminating all Purchased Offerings. Grounds for terminating a
Purchased Offering (e.g., for non-payment), that are specific to the Purchased
Offering, will not be grounds to terminate Purchased Offerings where no breach
exists. Unless indicated otherwise in an Order, the Term of a Purchased
Offering (and these General Terms) will automatically renew for an additional
period of time equal to the length of the preceding Term, unless one party
notifies the other of its intent not to renew at least one (1) day in advance
of the expiration of the Term or then-current renewal period.

(B) Termination. Either party may terminate these General Terms, or any
Purchased Offering, by written notice to the other party in the event of a
material breach of these General Terms, or the specific terms associated with
that Purchased Offering, that is not cured within thirty (30) days of receipt
of the notice. Upon any expiration or termination of a Purchased Offering, the
rights and licenses granted to you for that Purchased Offering will
automatically terminate, and you agree to immediately (i) cease using and
accessing the Offering, (ii) return or destroy all copies of any On-Premises
Products and other Splunk materials and Splunk Confidential Information in
your possession or control, and (iii) upon our request, certify in writing the
completion of such return or destruction. Upon termination of these General
Terms or any Purchased Offering, Splunk will have no obligation to refund any
Fees or other amounts received from you during the Term. Notwithstanding any
early termination above, except for your termination for our uncured material
breach, you will still be required to pay all Fees payable under an Order.

(C) Survival. The termination or expiration of these General Terms will not
affect any provisions herein which by their nature survive termination or
expiration, including the provisions that deal with the following subject
matters: definitions, ownership of intellectual property, confidentiality,
payment obligations, effect of termination, limitation of liability, privacy,
and the "Miscellaneous" section in these General Terms.

(D) Suspension of Service. In the event of a material breach or threatened
material breach of this Agreement, Splunk may, without limiting its other
rights and remedies, suspend your use of the Hosted Service until such breach
is cured or Splunk reasonably believes there is no longer a threat, provided
that, we will give you at least five (5) days' prior notice before suspension.
Suspension of a Hosted Service will have no impact on the duration of the Term
of the Purchased Offering, or the associated Fees owed.

22. Limitation of Liability
In no event will the aggregate liability of either party, together with any of
its Affiliates, arising out of or related to any Purchased Offering exceed the
total amount paid by you for that Purchased Offering in the twelve (12) months
preceding the first incident out of which the liability arose.  However, the
foregoing limitation will not limit your obligations under the "Payment"
section above and will not be deemed to limit your rights to any service level
credits under any applicable Service Level Schedule. Furthermore, the cap
above will not be deemed to limit Splunk's right to recover amounts for your
use of an Offering in excess of the Capacity purchased or use outside of
Internal Business Purposes.

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

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

The limitation of liability herein will not apply to a party's infringement of
the other party's intellectual property rights, indemnification obligations,
or the fraud, gross negligence or willful misconduct of a party.

The foregoing disclaimers of damages will also not apply to the extent
prohibited by law. Some jurisdictions do not allow the exclusion or limitation
of certain damages. To the extent such a law applies to you, some or all of
the exclusions or limitations set forth above may not apply to you, and you
may have additional rights.

23. Indemnity
(A) Our Indemnification to You. Splunk will defend and indemnify you, and pay
all damages (including attorneys' fees and costs) awarded against you, or that
are agreed to in a settlement, to the extent a claim, demand, suit or
proceeding is made or brought against you or your Affiliates by a third party
(including those brought by a government entity) alleging that a Purchased
Offering infringes or misappropriates such third party's patent, copyright,
trademark or trade secret (a "Customer Claim"). Splunk will have no obligation
under the foregoing provision to the extent a Customer Claim arises from your
breach of these General Terms, your Customer Content, Third-Party Extension,
or the combination of the Offering with: (i) Customer Content; (ii)
Third-Party Extensions; (iii) any software other than software provided by
Splunk; or (iv) any hardware or equipment. However, Splunk will indemnify
against combination claims to the extent (y) the combined software is
necessary for the normal operation of the Purchased Offering (e.g., an
operating system), or (z) the Purchased Offering provides substantially all
the essential elements of the asserted infringement or misappropriation claim.
Splunk may in its sole discretion and at no cost to you: (1) modify any
Purchased Offering so that it no longer infringes or misappropriates a third
party right, (2) obtain a license for your continued use of the Purchased
Offering, in accordance with these General Terms, or (3) terminate the
Purchased Offering and refund to you any prepaid fees covering the unexpired
Term.

(B) Your Indemnification to Us. Unless expressly prohibited by applicable law,
you will defend and indemnify us, and pay all damages (including attorneys'
fees and costs) awarded against Splunk, or that are agreed to in a settlement,
to the extent a claim, demand, suit or proceeding is made or brought against
Splunk or its Affiliates by a third party (including those brought by a
government entity) that: (i) alleges that your Customer Content or Customer
Extensions infringes or misappropriates such third party's patent, copyright,
trademark or trade secret, or violates another right of a third party; or (ii)
alleges that your Customer Content or your use of any Offering violates
applicable law or regulation.

(C) Mutual Indemnity. Each party will defend, indemnify and pay all damages
(including attorneys' fees and costs) awarded against the other party, or that
are agreed to in a settlement to the extent that an action brought against the
other party by a third party  is based upon a claim for bodily injury
(including death) to any person, or damage to tangible property resulting from
the negligent acts or willful misconduct of the indemnifying party or its
personnel hereunder, and will pay any reasonable, direct, out-of-pocket costs,
damages and reasonable attorneys' fees attributable to such claim that are
awarded against the indemnified party (or are payable in settlement by the
indemnified party).

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

24. Updates to Offerings
Our Offerings and policies may be updated over the course of our relationship.
From time to time, Splunk may update or modify an Offering and our policies,
provided that: (a) the change and modification applies to all customers
generally, and are not targeted to any particular customer; (b) no such change
or modification will impose additional fees on you during the applicable Term
or additional restrictions on your use of the Offering, (c) no such change
will override or supersede the  allocation of risk between us under these
General Terms, including without limitation the terms under Sections 22
(Limitation of Liability) and 23 (Indemnity); (d) no such change or
modification will materially reduce the security protections or overall
functionality of the applicable Offering; and (e) any such change or
modification will apply only prospectively, and will not apply to any breach
or dispute that arose between the parties prior to the effective date of the
change or modification. In the event of any conflict between these General
Terms and the policies incorporated herein by reference, these General Terms
will control.

25. Governing Law
These General Terms will be governed by and construed in accordance with the
laws of the State of California, as if performed wholly within the state and
without giving effect to the principles of conflict of law. Any legal action
or proceeding arising under these General Terms will be brought exclusively in
the federal or state courts located in the Northern District of California and
the parties hereby consent to personal jurisdiction and venue therein. Splunk
may seek injunctive or other relief in any state, federal, or national court
of competent jurisdiction for any actual or alleged infringement of
intellectual property or other proprietary rights of Splunk, its Affiliates,
or any third party.

Neither the Uniform Computer Information Transactions Act nor the United
Nations Convention for the International Sale of Goods will apply to these
General Terms.

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

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

(B) No Future Functionality. You agree that your purchase of any Offering is
not contingent on the delivery of any future functionality or features, or
dependent on any oral or written statements made by Splunk regarding future
functionality or features.

(C) Notices. Except as otherwise specified in these General Terms, all notices
related to these General Terms will be sent in writing to the addresses set
forth in the applicable Order, or to such other address as may be specified by
either party to the other party, and will be effective upon (i) personal
delivery, (ii) the second business day after mailing, or (iii), except for
notices of termination or an indemnifiable claim ("Legal Notices"), which
shall clearly be identifiable as Legal Notices, the day of sending by email.
Billing-related notices to Customer will be addressed to the relevant billing
contact designated by Customer. All other notices to Customer will be
addressed to the relevant system administrator designated by Customer.

(D) Assignment. Neither party may assign, delegate, or transfer these General
Terms, in whole or in part, by agreement, operation of law or otherwise
without the prior written consent of the other party, however Splunk may
assign these General Terms in whole or in part to an Affiliate or in
connection with an internal reorganization or a merger, acquisition, or sale
of all or substantially all of Splunk's assets to which these General Terms
relates. Any attempt to assign these General Terms other than as permitted
herein will be null and void. Subject to the foregoing, these General Terms
will bind and inure to the benefit of the parties' permitted successors and
assigns.

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

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

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

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

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

General Terms Definitions Exhibit

"Affiliates" means a corporation, partnership or other entity controlling,
controlled by or under common control with such party, but only so long as
such control continues to exist. For purposes of this definition, "control"
means ownership, directly or indirectly, of greater than fifty percent (50%)
of the voting rights in such entity (or, in the case of a noncorporate entity,
equivalent rights).

"Capacity" means the measurement of usage of an Offering (e.g., aggregate
daily volume of data indexed, specific source type rights, number of search
and compute units, number of monitored accounts, virtual CPUs, user seats, use
cases, storage capacity, etc.) that is purchased for an Offering, as set forth
in the applicable Order. The Capacities for each of our Offerings can be found
here: https://www.splunk.com/en_us/legal/licensed-capacity.html.

"CCPA" means the California Consumer Privacy Act of 2018.

"Confidential Information" means all nonpublic information disclosed by a
party ("Disclosing Party") to the other party ("Receiving Party"), whether
orally or in writing, that is designated as "confidential" or that, given the
nature of the information or circumstances surrounding its disclosure, should
reasonably be understood to be confidential. Notwithstanding the foregoing,
"Confidential Information" does not include any information that: (i) is or
becomes generally known to the public without breach of any obligation owed to
the Disclosing Party, (ii) was known to the Receiving Party prior to its
disclosure by the Disclosing Party without breach of any obligation owed to
the Disclosing Party, (iii) is received from a third party without breach of
any obligation owed to the Disclosing Party, or (iv) was independently
developed by the Receiving Party.

"Content Subscription" means the right of Customer to receive content
applicable to an Offering (e.g., models, templates, searches, playbooks, rules
and configurations, as described in the relevant Documentation) on a periodic
basis over the applicable Term.  Content Subscriptions are purchased as an
add-on service and are identified in an Order.

"Customer Content" means any data that is ingested by or on behalf of you into
an Offering from your internal data sources.

"Delivery" means the date of Splunk's initial delivery of the license key for
the applicable Offering or, for Hosted Services, the date Splunk makes the
applicable Offering available to you for access and use.

"Digital Marketplace" means an online or electronic marketplace operated or
controlled by a third party where Splunk has authorized the marketing and
distribution of its Offerings.

"Documentation" means the online user guides, documentation and help and
training materials published on Splunk's website (such as at
https://docs.splunk.com/Documentation) or accessible through the applicable
Offering, as may be updated by Splunk from time to time.

"Enhancements" means any updates, upgrades, releases, fixes, enhancements, or
modifications to a Purchased Offering made generally commercially available by
Splunk to its customers under the terms and conditions in the Support Exhibit.

"Extension" means any separately downloadable or accessible suite,
configuration file, add-on, technical add-on, plug-in, example module,
command, function, playbook, content or application that extends the features
or functionality of the applicable Offering.

"Fees" means the fees that are applicable to an Offering, as identified in the
Order.

"GDPR" means the General Data Protection Regulation (Regulation (EU) 2016/679
of the European Parliament and of the Council of 27 April 2016 on the
protection of natural persons with regard to the processing of personal data
and on the free movement of such data) as updated, amended or replaced from
time to time.

"HIPAA" means the Health Insurance Portability and Accountability Act of 1996,
as amended, and supplemented by the Health Information Technology for Economic
and Clinical Health Act.

"Hosted Service" means a technology service hosted by or on behalf of Splunk
and provided to you.

"Internal Business Purpose" means your use of an Offering for your own
internal business operations, based on the analysis, monitoring or processing
of your data from your systems, networks, and devices. Such use does not
include use on a service bureau basis or otherwise to provide services to, or
process data for, any third party, or otherwise use to monitor or service the
systems, networks and devices of third parties.

"ITAR Data" means information protected by the International Traffic in Arms
Regulations.
"Nonprofit" means a U.S. Federal 501(c)(3), tax-exempt, nonprofit corporation
or association (or other nonprofit entity organized in accordance with the
laws of where your nonprofit entity is registered) that has qualified for a
free, donated Offering in connection with a Splunk donation program.

"Offerings" means the products, services, and other offerings that Splunk
makes generally available, including without limitation On-Premises Products,
Hosted Services, Support Programs, Content Subscriptions and Configuration and
Implementation Services.

"On-Premises Product" means the Splunk software that is delivered to you and
deployed and operated by you or on your behalf on hardware designated by you,
and any Enhancements made available to you by Splunk.

"Open Source Software" means software that is licensed under a license
approved by the Open Source Initiative or similar freeware license, with terms
requiring that such software code be (i) disclosed or distributed in source
code or object code form, (ii) licensed for the purpose of making derivative
works, and/or (iii) redistributed under the same license terms.

"Orders" means Splunk's quote or ordering document (including online order
form) accepted by you via your purchase order or other ordering document
submitted to Splunk (directly or indirectly through an authorized reseller or
Digital Marketplace) to order Offerings, which references the Offering,
Capacity, pricing and other applicable terms set forth in an applicable Splunk
quote or ordering document. Orders do not include the terms of any preprinted
terms on your purchase order or other terms on a purchase order that are
additional or inconsistent with the terms of these General Terms.

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

"PHI Data" means any protected health data, as defined under HIPAA.

"Purchased Offerings" means the services, subscriptions and licenses to
Offerings that are acquired by you under Orders, whether directly or through
an authorized reseller or Digital Marketplace.

"Service Level Schedule" means a Splunk policy that applies to the
availability and uptime of a Hosted Service and which, if applicable, offers
service credits as set forth therein.

"Splunkbase" means Splunk's online directory of or platform for Extensions,
currently located at https://splunkbase.splunk.com and any and all successors,
replacements, new versions, derivatives, updates and upgrades and any other
similar platform(s) owned and/or controlled by Splunk.

"Splunk Developer Tool" means the standard application programming interface,
configurations, software development kits, libraries, command line interface
tools, other tooling (including scaffolding and data generation tools),
integrated development environment plug-ins or extensions, code examples,
tutorials, reference guides and other related materials identified and
provided by Splunk to facilitate or enable the creation of Extensions or
otherwise support interoperability between the Software and your system or
environment.

"Splunk Extensions" means Extensions made available through Splunkbase that
are identified on Splunkbase as built by Splunk (and not by any third party).

"Support Programs" are the Support Programs offered by Splunk and identified
here: https://www.splunk.com/en_us/support-and-services/support-programs.html.

"Term" means the duration of your subscription or license to the applicable
Offering that starts and ends on the date listed on the applicable Order. If
no start date is specified in an Order, the start date will be the Delivery
date of the Offering.

"Third-Party Content" means information, data, technology, or materials made
available to you by any third party that you license and add to a Hosted
Service or direct Splunk to install in connection with a Hosted Service.
Third-Party Content includes but is not limited to, Third-Party Extensions,
web-based or offline software applications, data service or content that are
provided by third parties.

"Usage Data" means data generated from the usage, configuration, deployment,
access, and performance of an Offering. For example, this may include such
things as information about your operating environment, such as your network
and systems architecture, or sessions, such as page loads and session views,
duration, or interactions, errors, number of searches, source types and format
(e.g., json, xml, csv), ingest volume, number of active and licensed users, or
search concurrency. Usage Data does not include Customer Content.

Support Exhibit to Splunk General Terms

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

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

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

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

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

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

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

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

7. Authorized Support Contacts
You are entitled to have a certain number of Support Contacts under each
Support Program. "Support Contacts" means the individual(s) specified by you
that are authorized to submit support cases.

The number of Support Contacts will be based on the Capacity of the Offering
purchased, and the applicable Support Program. The number of Support Contacts
will be set forth in customer's entitlement information on the Splunk support
portal.

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

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

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

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

Configuration and Implementation Services
Exhibit to Splunk General Terms

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

Capitalized terms below are defined in the General Terms, this Exhibit or in
the Definition Exhibit attached to this Exhibit.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Commercial General Liability Insurance with a limit of not less than
$1,000,000 per occurrence and a general aggregate limit of not less than
$2,000,000.
(ii) Business Auto Insurance with a limit of not less than $1,000,000 combined
single limit.  Such Insurance will cover liability arising out of "hired and
non-owned" automobiles.
(iii) Worker's Compensation Insurance as required by workers' compensation,
occupational disease and occupational health and safety laws, statutes, and
regulations.
(iv) Technology Errors & Omissions Insurance with a limit of not less than
$3,000,000 per occurrence and general aggregate.
(v) Umbrella/Excess Insurance with a limit of not less than $3,000,000 per
occurrence and general aggregate.

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

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

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

Configuration and Implementation Services Definitions Exhibit

"C&I Services" means the services outlined in the Statement of Work.

"C&I Services Materials" means the materials and other deliverables that are
provided to you as part of the C&I Services, and any materials, technology,
know-how and other innovations of any kind that we or our Personnel may create
or reduce to practice in the course of performing the C&I Services, including
without limitation all improvements or modifications to our proprietary
technology, and all Intellectual Property Rights therein.

"Customer Materials" means the data, information, and materials you provide to
us in connection with your use of the C&I Services.

"Fees" means the fees that are applicable to the C&I Services, as identified
in the Statement of Work.

"Intellectual Property Rights" means all worldwide intellectual property
rights, including copyrights and other rights in works of authorship; rights
in trademarks, trade names, and other designations of source or origin; rights
in trade secrets and confidential information; and patents and patent
applications.

"Personnel" means any employee, consultant, contractor, or subcontractor of
Splunk.

"Splunk Preexisting IP" means, with respect to any C&I Services Materials, all
associated Splunk technology and all Intellectual Property Rights created or
acquired: (a) prior to the date of the Statement of Work that includes such
C&I Services Materials, or (b) after the date of such Statement of Work but
independently of the C&I Services provided under such Statement of Work.

"Statement of Work" means the statements of work and/or any and all applicable
Orders, that describe the specific services to be performed by Splunk,
including any materials and deliverables to be delivered by Splunk.
