THIS PROGRAM, TOOL, PLUG-IN, ADD-ON, APPLICATION, LIBRARY, CONTENT, DATA, SOLUTION, SERVICE OR OTHER ITEM OR MATERIAL ("ILLUMIO MATERIAL") OF ILLUMIO, INC. (“ILLUMIO”) IS PROVIDED ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS LICENSE AGREEMENT ("AGREEMENT").
- License. Subject to the terms and conditions of this Agreement, Illumio grants to you a limited, non-exclusive, nontransferable, non-sublicensable license to use the Illumio Material, in executable form only, internally in connection with the specific applicable Splunk Inc. software product or service with which it was designed to operate (“Splunk Product”). You may use the Illumio Material only if you are an authorized user of the applicable Splunk Product. This Agreement does not modify or alter the terms of the license agreement delivered with the Splunk Product; and you acknowledge that Splunk Inc. is a third-party beneficiary of this Agreement and that upon your acceptance of the terms of this Agreement, Splunk Inc. will have the right to enforce the Agreement against you as a third-party beneficiary thereof.
- Proprietary Rights. You acknowledge and agree that the Illumio Material is a proprietary product of Illumio, protected under copyright laws and international treaties. You further acknowledge and agree that all right, title and interest in and to the Illumio Material and any derivatives thereof are and shall remain with Illumio. All intellectual property rights (including, without limitation, copyrights, trade secrets, trademarks, etc.) evidenced by, embodied in or otherwise attached, connected or related to, the Illumio Material, including any revisions, corrections, modifications, enhancements, updates and upgrades thereof (to the extent provided by Illumio), are and shall be owned solely by Illumio.
- Termination. The License is effective until terminated by you or Illumio. Your rights under the License will terminate automatically without notice from Illumio if you fail to comply with any term(s) of this Agreement. Upon termination, you shall cease all use of the Illumio Material and destroy all copies, full or partial, of the Illumio Material.
- Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ILLUMIO MATERIAL IS PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND. ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE ILLUMIO MATERIAL, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT. ILLUMIO SPECIFICALLY DOES NOT WARRANT THAT THE ILLUMIO MATERIAL WILL MEET YOUR REQUIREMENTS; WILL OPERATE IN ALL THE COMBINATIONS WHICH MAY BE SELECTED FOR USE BY YOU; THAT THE OPERATION OF THE ILLUMIO MATERIAL WILL BE ERROR-FREE OR UNINTERRUPTED, ACCURATE, USEFUL, RELIABLE, OR COMPLETE; OR THAT ALL ERRORS OR DEFECTS IN THE ILLUMIO MATERIAL WILL BE CORRECTED. NEITHER SPLUNK INC. NOR ILLUMIO SHALL BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OR INABILITY TO USE THE ILLUMIO MATERIAL. YOU USE THE ILLUMIO MATERIAL AT YOUR OWN RISK.
- Liability Limitations. UNDER NO CIRCUMSTANCES WILL ILLUMIO BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, FOR LOSS OF PROFITS, USE, REVENUE, OR DATA OR FOR BUSINESS INTERRUPTION (REGARDLESS OF THE LEGAL THEORY FOR SEEKING SUCH DAMAGES OR OTHER LIABILITY) ARISING OUT OF OR IN CONNECTION WITH USE OF THE ILLUMIO MATERIAL, WHETHER OR NOT ILLUMIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, THE LIABILITY OF ILLUMIO ARISING OUT OF OR RELATING TO THE ILLUMIO MATERIAL WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY YOU (IF ANY) FOR SUCH ILLUMIO MATERIAL.
- Miscellaneous. The Agreement will be governed by and construed in accordance with the laws of the State of California (and, to the extent controlling, the federal laws of the United States, without reference to the conflicts-of-laws rules thereof). The UN Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act shall not apply to this Agreement. This Agreement constitutes the entire agreement between Illumio and you with respect to the Illumio Material and may not be modified except by a written instrument executed by you and an authorized representative of Illumio.