SPLUNK 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 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')
 and only for your internal business purposes (which shall include use by
 consultants, accountants, auditors and attorneys hired to perform services
 for you). The Software will be configured to display warnings, reduce
 available functionality, and/or cease indexing data when the Maximum Peak
 Daily Volume is reached.

 EXTENSION LICENSE. 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 Software solely for the purpose of developing
 extensions to access the Splunk API or Example Modules for Your use in
 conjunction with the Software (collectively, "Your Extensions"). You agree to
 assume full responsibility for the performance of Your Extensions, 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 Extensions
 pursuant to this Agreement. You retain title to and copyright for Your
 Extensions, subject to Splunk's title to and copyright for the Software, the
 Splunk Developer API, and the Example Modules as specified in Ownership and
 Copyrights, below. This Agreement does not grant you any distribution rights.
 If you want to distribute or provide to any third parties Your Extensions,
 you must first register as a Splunk application developer and agree to the
 Splunk Developer Agreement at http://www.splunk.com/goto/devagreement. You
 will not remove or change any Splunk copyright notices or branding included
 in the Splunk Software or required by Splunk's Identity Guidelines as set
 forth at http://www.splunk.com/goto/splunkpowered, Splunk Developer APIs,
 or Example Modules, and will include such notices and branding in each copy
 of Your Extensions, the Splunk Software, the Splunk Developer APIs, and the
 Examples Modules that you make or distribute.

 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 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 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, or resell the Free Software, the Splunk
 Developer API, Example Modules, or Your Extensions (including but not limited
 to offering the functionality of the Free Software on an applications
 service provider or time sharing basis), except as expressly permitted in
 the Splunkbase Application Developer Agreement; (iv) decompile, disassemble
 or reverse-engineer the Software or otherwise attempt to derive the Software
 source code; (v) disclose to any third party the results of any benchmark
 tests or other evaluation of the Software, or (vi) authorize any third
 parties to do any of the above.

 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.