PLEASE READ THIS SERVICE LICENSE AGREEMENT ("AGREEMENT") CAREFULLY BEFORE USING THE "SUMO LOGIC FREE" SERVICE DESCRIBED http://www.sumologic.com/product/sumo-logic-free/ (the "service") OFFERED BY SUMO LOGIC, INC. ("Sumo Logic"). THIS AGREEMENT SHALL GOVERN THE SERVICE AND ANY ORDER FORM SUBMITTED BY CUSTOMER AND ACCEPTED BY SUMO LOGIC. BY CLICKING THE "ACCEPT" BUTTON OR BY USING THE SERVICE IN ANY MANNER, YOU OR THE ENTITY YOU REPRESENT ("CUSTOMER") AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY AND A PARTY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. USE OF the SERVICE IS EXPRESSLY CONDITIONED UPON CUSTOMER’S ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS. IF CUSTOMER DOES NOT UNCONDITIONALLY AGREE TO ALL THE TERMS AND CONDITIONS OF THE AGREEMENT, NAVIGATE AWAY FROM THIS PAGE AND CUSTOMER WILL HAVE NO RIGHT TO USE THE SERVICE. BY CLICKING THE "ACCEPT" BUTTON, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND CUSTOMER.
1.1 Subject to the terms and conditions of this Agreement, Sumo Logic will use commercially reasonable efforts to provide Customer with access to the Services through the internet. The Service is subject to modification, restriction, or suspension from time to time at Sumo Logic's sole discretion, for any purpose deemed appropriate by Sumo Logic. Further, Customer's use of the Service is subject to certain usage caps, as described from time-to-time http://www.sumologic.com/product/sumo-logic-free/.
1.2 Sumo Logic reserves the right, in its sole discretion, to modify this Agreement at any time by posting a notice on its website, or by sending Customer a notice. Customer shall be responsible for reviewing and becoming familiar with any such modifications. Use of the Service following such notification constitutes Customer's acceptance of the terms and conditions of this Agreement as modified.
2.1 Access to the Service may require the Customer to install certain software applications. Customer will not, and will not permit any third party to: reverse engineer (except to the extent statutory law expressly prohibits or limits restrictions on reverse engineering, but only to the extent required by such statute), decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Service or any software, documentation or data related to the Service ("Software"); modify, translate, or create derivative works based on the Service or Software; use the Service or Software for timesharing or service bureau purposes or for any purpose other than its own internal business purposes; or use the Service or Software other than in accordance with this Agreement and in compliance with all applicable laws and regulations (including but not limited to any European privacy laws) and intellectual property.
2.2 Customer will cooperate with Sumo Logic in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as Sumo Logic may reasonably request. Customer will establish a username and password (or any other means required by Sumo Logic) for verifying that only designated employees of Customer have access to any administrative functions of the Service. Customer will be responsible for maintaining the security of Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account with or without Customer's knowledge or consent.
2.3 Customer will designate an employee who will be responsible for all matters relating to this Agreement ("Primary Contact"). Customer may change the individual designated as Primary Contact at any time by providing written notice to Sumo Logic.
3.1 Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose information relating to the Disclosing Party's technology or business (hereinafter referred to as "Proprietary Information" of the Disclosing Party).
3.2 The Receiving Party agrees: (i) not to divulge to any third person any such Proprietary Information, (ii) to give access to such Proprietary Information solely to those employees with a need to have access thereto for purposes of this Agreement, and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. In any event, Sumo Logic may collect data with respect to and report on aggregate measures of the Service's performance and other measures to enhance the performance of the Service.
3.3 Customer acknowledges that Sumo Logic does not wish to receive any Proprietary Information from Customer that is not necessary for Sumo Logic to perform its obligations under this Agreement, and, unless the parties specifically agree otherwise, Sumo Logic may reasonably presume that any unrelated information received from Customer is not confidential or Proprietary Information.
3.4 Both Parties will have the right to disclose the existence but not the terms and conditions of this Agreement, unless such disclosure is approved in writing by both Parties prior to such disclosure, or is included in a filing required to be made by a Party with a governmental authority (provided such party will use reasonable efforts to obtain confidential treatment or a protective order) or is made on a confidential basis as reasonably necessary to potential investors or acquirers.
4.1 Except as expressly set forth herein, Sumo Logic alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Service or the Software or any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service and/or the Software, which are hereby assigned to Sumo Logic. Customer will not copy, distribute, reproduce or use any of the foregoing except as expressly permitted under this Agreement.
4.2 Customer is hereby granted a limited, non-exclusive, nontransferable, revocable right to use the Software for its internal purposes only solely for the Term of the Agreement. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Service or Software, or any intellectual property rights.
5.1 Customer is responsible for withholding, filing, and reporting all taxes, duties, and other governmental assessments associates with its activity in connection with the Service.
6.1 This Agreement shall remain in full force and effect while Customer uses the Service in strict accordance with the terms, conditions, and limitations of this Agreement. Customer may terminate use of the Service at any time. Sumo Logic may terminate or suspend Customer's access to the Service or any portion or feature thereof at any time, for any reason (or for no reason), and without warning, which may result in the forfeiture and destruction of all information associated with Customer's account. Sumo Logic may also terminate or suspend the Service immediately, without prior notice or liability, if Customer breaches any of the terms or conditions of this Agreement. Upon termination of this Agreement, Customer's right to use the Service will immediately cease..
6.2 The following Sections shall survive any termination of this Agreement: Section 2 "Restrictions", Section 3 "Confidentiality", Section 4.1 "Intellectual Property Rights", Section 5 "Taxes", Section 8 "Warranty Disclaimers", Section 9 "Limitations of Liability", Section 10 "Indemnification", Section 11.1 "U.S. Government Matters", Section 12 "Miscellaneous".
7.1 Sumo Logic offers email-based support. Customer may contact the support desk at SUPPORT.SUMOLOGIC.COM. Sumo Logic does not make any promises regarding how quickly it will respond to a request for support, or that it will be able to fix any problems Customer may be having. Any suggestions by Sumo Logic regarding use of the Service shall not be construed as a warranty.
7.2 Sumo Logic may create a support account within the Customer’s organization on Sumo Logic Service in order to provide customer support, troubleshoot, and configure the service on behalf of the customer as necessary.
8.1 THE SERVICE AND ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED "AS-IS," WITHOUT ANY WARRANTIES OF ANY KIND. SUMO LOGIC HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
9.1 IN NO EVENT WILL SUMO LOGIC BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICE OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT, THE DELAY OR INABILITY TO USE THE SERVICE OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OR CORRUPTION OF DATA, ERROR OR OMISSION IN THE SERVICE, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SUMO LOGIC HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
9.2 THE TOTAL LIABILITY OF SUMO LOGIC, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, ONE HUNDRED AND FIFTY U.S. DOLLARS ($150).
10.1 Customer shall defend, indemnify, and hold harmless Sumo Logic, its affiliates, and each of its, and its affiliates, employees, contractors, directors, supplier snd representatives, from and against any liabilities, losses, claims, and expenses, including reasonable attorneys' fees, arising from Customer's actions in connection with any unauthorized use of the Service or Software, including any claim that such actions violate any applicable law or third party right.
11.1 Notwithstanding anything else, Customer may not provide to Sumo Logic or any other person (whether through the Service or any other means), or export or re-export, or allow the export or re-export of the Service, any data or information, or any software or anything related thereto or any direct product thereof (collectively "Controlled Subject Matter"), in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. Without limiting the foregoing Customer acknowledges and agrees that the Controlled Subject Matter will not be used or transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. Use of the Service is representation and warranty that the user is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. The Controlled Subject Matter may use or include encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations.
11.2 As defined in FAR section 2.101, any software and documentation provided by Sumo Logic are "commercial items" and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be "commercial computer software" and "commercial computer software documentation." Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Sumo Logic's prior written consent. Sumo Logic may transfer and assign any of its rights and obligations under this Agreement freely and without consent. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Sumo Logic in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid. Sumo Logic will not be liable for any loss resulting from a cause over which it does not have direct control. This Agreement will be governed by the laws of the State of California, U.S.A. without regard to its conflict of laws provisions. The federal and state courts sitting in San Mateo County, California, U.S.A. will have proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to the subject matter of this Agreement. Customer agrees to participate in press announcements, case studies, trade shows, or other forms reasonably requested by Sumo Logic. Sumo Logic is permitted to disclose that Customer is one of its customers to any third-party at its sole discretion (including without limitation in its publicity and marketing materials).