SPLUNK INC.

SOFTWARE LICENSE AGREEMENT

THIS SPLUNK SOFTWARE LICENSE AGREEMENT (THE "AGREEMENT") GOVERNS ALL SOFTWARE
PROVIDED BY SPLUNK INC. ("SPLUNK") INCLUDING FREE SPLUNK SOFTWARE ("FREE
SOFTWARE") AND SOFTWARE PURCHASED THROUGH SPLUNK'S ONLINE STORE OR OTHER
CHANNELS ("PURCHASED SOFTWARE"), COLLECTIVELY THE SPLUNK SOFTWARE ("SOFTWARE")
AND ANY AND ALL UPDATES, UPGRADES, AND MODIFICATIONS THERETO. CONFIRMATION OF
YOUR ORDERS ("ORDER CONFIRMATION") WILL BE DEEMED INCORPORATED INTO AND MADE
PART OF THIS AGREEMENT.

YOU WILL BE REQUIRED TO INDICATE YOUR AGREEMENT TO THESE TERMS AND CONDITIONS IN
ORDER TO DOWNLOAD THE SOFTWARE AND REGISTER WITH SPLUNK IN ORDER TO OBTAIN
LICENSE KEYS NECESSARY TO COMPLETE THE INSTALLATION PROCESS FOR PURCHASED
SOFTWARE.  BY CLICKING ON THE "YES" BUTTON, DOWNLOADING OR INSTALLING THE
SOFTWARE, OR USING ANY MEDIA THAT CONTAINS THE SOFTWARE, YOU ARE CONSENTING TO
BE BOUND BY THIS AGREEMENT. 

IF YOU AGREE TO THESE TERMS ON BEHALF OF A BUSINESS, YOU REPRESENT AND WARRANT
THAT YOU HAVE AUTHORITY TO BIND THAT BUSINESS TO THIS AGREEMENT, AND YOUR
AGREEMENT TO THESE TERMS WILL BE TREATED AS THE AGREEMENT OF THE BUSINESS.  IN
THAT EVENT, "YOU" AND "YOUR" REFER HEREIN TO THAT BUSINESS.  
 
 "Splunk Developer API" means the documentation and functionality enabling the
 creation of extensions to the Software. "Example Modules" means the source code
 and binary form of examples that use the Splunk Developer API. 

 PURCHASED SOFTWARE TERM. Unless earlier terminated, this Agreement will be in
 effect perpetually for any Purchased Software. "Term" means the period in which
 the Agreement is in effect.

 PURCHASED SOFTWARE FREE TRIAL. Notwithstanding the foregoing, if the applicable
 Order Confirmation is limited to a free trial license, then the Term will be
 limited to the free trial period specified in the Order Confirmation, this
 Agreement and any license rights granted hereunder will automatically terminate
 at the end of the free trial period, and there will be no Renewal Term. Any
 license keys provided for a free trial will automatically expire and may cause
 the Software to become non-operational at the end of the free trial period.
 Provisions in this Agreement regarding License Fees, Maintenance and Support,
 and Warranty will not apply to free trials.

 PURCHASED SOFTWARE LICENSE. Subject to your compliance with the terms and
 conditions of this Agreement, including your payment of the license fees set
 forth in each Order Confirmation (the "License Fees"), Splunk grants you a
 nonexclusive, nontransferable, revocable, limited license during the Term to
 use the Software for which you have paid the applicable License Fees as set
 forth in your Order Confirmation(s), only for your internal business purposes
 (which shall include use by consultants, accountants, auditors and attorneys
 hired to perform services for you) and only subject to the following
 conditions: you may use each Splunk Server with an Enterprise license to index
 no more than the peak daily volume of uncompressed data for which you have paid
 the applicable License Fees as set forth in your Order Confirmation (the
 "Maximum Peak Daily Volume"). The Software will be configured to display
 warnings and/or cease indexing data when the Maximum Peak Daily Volume is
 reached.

 FREE SOFTWARE LICENSE. Subject to the terms and conditions of this Agreement,
 Splunk grants to You a non-exclusive, worldwide, fully-paid up copyright
 license to use, copy, and distribute the Free Splunk Software in binary form
 only and only subject to the following conditions: (i) to index no more than
 500MB of peak daily volume of uncompressed data (the 'Maximum Peak Daily
 Volume'). The Software will be configured to display warnings, reduce available
 functionality, and/or cease indexing data when the Maximum Peak Daily Volume is
 reached. Splunk further grants to You a non-exclusive, worldwide, fully-paid up
 copyright license to use the Splunk Developer API and Example Modules included
 with the Free Software to develop extensions for the Free Software by adding
 your own source code and recompiling (collectively, "Your Extensions"). You
 agree to assume full responsibility for the performance of the Free Software
 modified in this way, and shall indemnify, hold harmless, and defend Splunk
 (including all of its officers, employees, directors, subsidiaries,
 representatives, affiliates and agents) and Splunk's suppliers from and against
 any claims or lawsuits, including attorney's fees and expenses, that arise or
 result from Your distribution of the Free Software and/or Your Extensions
 pursuant to this Agreement. You retain title to and copyright for Your
 Extensions, subject to Splunk's title to and copyright for the Free Software,
 the Splunk Developer API, and the Example Modules as specified in Ownership and
 Copyrights, below. You agree that You will include this Agreement with any copy
 of the Free Software made or distributed by You, and that you will not charge
 any fee or receive any other consideration in exchange for any distribution of
 or rights to use Your Extensions. If you want to make any commercial use of
 Your Extensions you must first enter into a separate agreement with Splunk for
 such purpose.

 PURCHASED SOFTWARE RESTRICTIONS. You agree not to (i) use the Software except
 as expressly authorized in this Agreement and your Order Confirmation; (ii)
 copy the Software (except as required to run the Software and for reasonable
 backup purposes); (iii) modify, adapt, or create derivative works of the
 Software; (iv) rent, lease, loan, resell, transfer, sublicense (including but
 not limited to offering any of the functionality of the Software on a service
 provider, hosted, cloud, software as a service, managed service or time sharing
 basis) or distribute the Software to any third party; (v) decompile,
 disassemble or reverse-engineer the Software or otherwise attempt to derive the
 Software source code; (vi) disclose to any third party the results of any
 benchmark tests or other evaluation of the Software, or (vii) authorize any
 third parties to do any of the above.

 FREE SOFTWARE RESTRICTIONS.  You shall not (i) decompile, disassemble or
 reverse engineer or otherwise attempt to discover the source code of the Free
 Software without the express written authorization of Splunk; (ii) modify,
 adapt, or create derivative works of the Free Software; (iii) rent, lease,
 loan, assign, transfer, resell, sublicense or otherwise commercially exploit in
 any way the Free Software, the Splunk Developer API, Example Module (including
 but not limited to offering the functionality of the Free Software on an
 applications service provider, hosted, cloud, software as a service or time
 sharing basis) or distribute the Free Software to any third party; (iv) use
 the Free Software in order create competitive software products or
 applications, create an application or software product using similar ideas,
 features, functions or graphics of the Free Software: (v) decompile,
 disassemble or reverse-engineer the Software or otherwise attempt to derive the
 Software source code (vi) copy any ideas, features, functions or graphics of
 the Free Software; (vii) disclose to any third party the results of any
 benchmark tests or other evaluation of the Software; or (viii) authorize any
 third parties to do any of the above. You have no rights to the Free Software
 unless specifically granted to you by Splunk in this Agreement.

 OWNERSHIP. Splunk and/or its licensors own all worldwide right, title and
 interest in and to the Software, including all worldwide intellectual property
 rights therein. You will not delete or in any manner alter the copyright,
 trademark, and other proprietary rights notices appearing in or on the Software
 as provided. All right, title, and interest in and to all copies the Splunk
 Developer API, and the Example Modules remains with Splunk and/or its
 licensors. The Software, Splunk Developer API, and Example Modules are
 copyrighted and protected by the laws of the United States and other countries,
 and international treaty provisions. You may not remove any copyright notices
 from the Software, the Splunk Developer API, or the Example Modules.

 PURCHASED SOFTWARE LICENSE AND FEES. In order to access and use the Software,
 you are required to pay to Splunk the License Fees in accordance with your
 Order Confirmation. The License Fees will be due and payable in accordance with
 the terms set forth in your Order Confirmation. Any failure to pay the License
 Fees in accordance with an Order Confirmation  will result in automatic
 revocation and termination of this Agreement and all rights and licenses
 granted hereunder. All License Fees are non-refundable once paid. 

 MAINTENANCE AND SUPPORT. Subject to your payment of the applicable annual
 maintenance and support fees set forth in your Order Confirmation (the "Support
 Fees"), Splunk will provide the level of support for the Purchased Software
 identified in your Order Confirmation in accordance with the support
 descriptions set forth on Splunk's website at www.splunk.com. Splunk is not
 obligated to support, update or upgrade the Free Software.

 PURCHASED SOFTWARE VERIFICATION AND AUDIT. At Splunk's written request, you
 will furnish Splunk with a certification signed by an officer of your company
 verifying that the Software is being used in accordance with the terms and
 conditions of this Agreement and the applicable Order Confirmations. Upon at
 least ten (10) days prior written notice, Splunk may audit your use of the
 Software to ensure that you are in compliance with the terms of this Agreement
 and the applicable Orders. Any such audit will be conducted during regular
 business hours at your facilities, will not unreasonably interfere with your
 business activities and will be in compliance with your reasonable security
 procedures. You will provide Splunk with access to the relevant records and
 facilities. If an audit reveals that you have exceeded the daily peak volume
 during the period audited, then Splunk will invoice you, and you will promptly
 pay Splunk any underpaid fees based on Splunk's price list in effect at the
 time the audit is completed. If the daily peak volume usage exceeds ten percent
 (10%) of the licensed usage, then you will also pay Splunk's reasonable costs
 of conducting the audit.

 PURCHASED SOFTWARE WARRANTY. Splunk warrants that for a period of thirty (30)
 days after your registration of the Software with Splunk, the Software will
 substantially achieve any material function described in documentation for the
 Software published by Splunk. As Splunk's sole liability and your sole remedy
 for any failure of the Software to conform to this warranty, Splunk will repair
 or replace (at Splunk's option) your copy of the Software.

 WARRANTY DISCLAIMER. EXCEPT AS SET FORTH ABOVE, SPLUNK DISCLAIMS ANY AND ALL
 WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED
 WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
 NONINFRINGEMENT, QUIET ENJOYMENT AND WARRANTIES ARISING OUT OF COURSE OF
 DEALING OR USAGE OF TRADE. Splunk does not warrant (i) that the Software,
 developer’s API'S or example modules will meet your requirements, (ii) that the
 Software will operate in the combinations that you may select, (iii) that the
 Software will serve the purposes intended by you, or (iv) that the operation of
 the Software will be error free or uninterrupted or that any Software errors
 will be corrected. 

 LIMITATION OF LIABILITY. SPLUNK'S TOTAL CUMULATIVE LIABILITY TO YOU, FROM ALL
 CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT
 EXCEED THE AMOUNTS PAID BY YOU TO SPLUNK IN THE TWELVE MONTHS PRIOR TO THE
 EVENT GIVING RISE TO SUCH LIABILITY. IN NO EVENT WILL SPLUNK BE LIABLE TO YOU
 FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES
 (INCLUDING LOSS OF USE, DATA, OR PROFITS, BUSINESS INTERRUPTION, OR COSTS OF
 PROCURING SUBSTITUTE SOFTWARE) ARISING OUT OF OR IN CONNECTION WITH THIS
 AGREEMENT OR THE USE OR PERFORMANCE OF THE SOFTWARE, WHETHER SUCH LIABILITY
 ARISES FROM CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY
 OR OTHERWISE, AND WHETHER OR NOT SPLUNK HAS BEEN ADVISED OF THE POSSIBILITY OF
 SUCH LOSS OR DAMAGE. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL
 SURVIVE AND APPLY EVEN IF ANY REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL
 PURPOSE. WITHOUT LIMITING THE FOREGOING, SPLUNK WILL HAVE NO LIABILITY OR
 RESPONSIBILITY FOR ANY BUSINESS INTERRUPTION OR LOSS OF DATA ARISING FROM THE
 AUTOMATIC TERMINATION OF THE LICENSE RIGHTS GRANTED HEREIN AND ANY ASSOCIATED
 CESSATION OF THE SOFTWARE FUNCTIONS. BECAUSE SOME STATES OR JURISDICTIONS DO
 NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE
 ABOVE LIMITATION MAY NOT APPLY TO YOU.

 PURCHASED SOFTWARE INDEMNITY. Splunk will defend, indemnify and hold you
 harmless from and against any loss, damage, liability or cost (including
 reasonable attorneys' fees) resulting from any third party claim that the
 Purchased Software infringes or violates any third party's patent, copyright or
 trademark rights; provided that you promptly notify Splunk in writing of any
 and all such claims. In the event of any loss, damage, liability or cost for
 which Splunk is obligated to indemnify you hereunder, Splunk shall have sole
 control of the defense and all related settlement negotiations, and you shall
 reasonably cooperate with Splunk in the defense and/or settlement thereof at
 Splunk's expense; provided that you may participate in such defense using your
 own counsel, at your own expense.

 TERMINATION. You may terminate this Agreement at any time by destroying or
 returning to Splunk all copies of the Software, including any documentation, in
 your possession and control, and providing to Splunk a written statement signed
 by an authorized representative of your company notifying Splunk that you are
 terminating the Agreement and certifying such destruction or return. Upon
 thirty days notice, Splunk may terminate this Agreement (and your license
 rights) upon notice in the event that you breach any provision of this
 Agreement and have not cured the breach during such notice period. Upon any
 expiration or termination of this Agreement, the rights and licenses granted
 hereunder will automatically terminate, and you agree to immediately cease
 using the Software and to return or destroy all copies of the Software in your
 possession or control. In the event of termination of this Agreement, Splunk
 will have no obligation to refund any License Fees, Support Fees, or other fees
 received from you during the Term. All provisions of this Agreement related to
 disclaimers of warranties, limitation of liability, remedies, damages, or
 Splunk's proprietary rights shall survive termination.

 SEVERABILITY. All rights and remedies, whether conferred hereunder or by any
 other instrument or law, will be cumulative and may be exercised singularly or
 concurrently. Failure by either Splunk or You to enforce any term will not be
 deemed a waiver of future enforcement of that or any other term. The terms and
 conditions stated herein are declared to be severable. Should any term(s) or
 condition(s) of this Agreement be held to be invalid or unenforceable the
 validity, construction and enforceability of the remaining terms and conditions
 of this Agreement shall not be affected.

 EXPORT. You agree to comply fully with all relevant export laws and regulations
 of the United States ("Export Laws") to ensure that the Software is not (i)
 exported or re-exported directly or indirectly in violation of Export Laws; or
 (ii) intended to be used for any purposes prohibited by the Export Laws,
 including but not limited to nuclear, chemical, or biological weapons
 proliferation.

 GOVERNMENT RESTRICTED RIGHTS. The Software shall be classified as "commercial
 computer software" as defined in the applicable provisions of the Federal
 Acquisition Regulation (the "FAR") and supplements thereto, including the
 Department of Defense (DoD) FAR Supplement (the "DFARS"). The parties
 acknowledge that the Software was developed entirely at private expense and
 that no part of the Software was first produced in the performance of a
 Government contract. If the Software is supplied for use by DoD, the Software
 is delivered subject to the terms of this Agreement and in accordance with
 DFARS 227.7202-1(a) and 227.7202-3(a) (1995), with restricted rights in
 accordance with DFARS 252.227-7013(c)(1)(ii) (OCT 1988), as applicable. If the
 Software is supplied for use by a Federal agency other than DoD, the Software
 is restricted computer software delivered subject to the terms of this
 Agreement and FAR 12.212(a) (1995); (ii) FAR 52.227-19; or FAR 52.227-14(ALT
 III), as applicable.

 PUBLICITY.  You agree that Splunk may identify you as a Splunk customer on
 Splunk websites, client lists, press releases, and/or other marketing.  You
 also agree that Splunk may publish a brief description highlighting your
 deployment of the Software.

 GENERAL. This Agreement shall 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 this Agreement 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. If
 any portion hereof is found to be void or unenforceable, the remaining
 provisions of this Agreement shall remain in full force and effect. Neither
 party may assign this Agreement, in whole or in part, except in connection with
 an internal reorganization or a sale of the business with which this Agreement
 is associated without Splunk's prior written consent, and any attempt to assign
 this Agreement other than as permitted above will be null and void. This
 Agreement is intended for the sole and exclusive benefit of the parties and is
 not intended to benefit any third party. Only the parties to this Agreement may
 enforce it. This Agreement and any Order Confirmations constitute the complete
 and exclusive understanding and agreement between the parties regarding their
 subject matter and supersede all prior or contemporaneous agreements or
 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.

 EACH PARTY SIGNING BELOW REPRESENTS AND WARRANTS THAT THEY HAVE THE AUTHORITY
 TO BIND THAT BUSINESS TO THIS AGREEMENT, AND THEIR AGREEMENT TO THESE TERMS
 WILL BE TREATED AS THE AGREEMENT OF THE BUSINESS.  IN THAT EVENT, "YOU" AND
 "YOUR" REFER HEREIN TO THAT BUSINESS.  

