This Sensu Free License Agreement (the “Agreement”) is entered into by and between Sumo Logic, Inc. (“Sumo Logic”) and you or the entity you represent (“Customer”) (each, a “Party,” collectively, the “Parties”) as of the date this Agreement is accepted by Customer (the “Effective Date”) and governs Customer’s use of the free products and services made available by Sumo Logic to Customer under this Agreement (collectively, the “Free Software”). By downloading, installing, and/or using the Free Software, Customer agrees to the terms of this Agreement. If an individual is entering into this Agreement on behalf of a company (or other legal entity), Customer represents that individual has the legal authority to bind Customer. If no such authority exists (or if you do not agree with the terms and conditions of this Agreement), you should not accept this Agreement or use the Free Software. This Agreement was updated July 19, 2021.
License. Subject to the terms and conditions of this Agreement, Sumo Logic grants to Customer a non-exclusive license to download, install, and use the Free Software (“Free License”).
Documentation. Documentation in printed or electronic form, if any, is subject to the same terms applicable to the Free Software.
Open-Source Component(s). The Free Software includes Sensu Go OSS (available at: https://github.com/sensu/sensu-go) (“Go OSS”) which is governed by the MIT open-source license (available at: http://sensu.io/licenses/ (the, “MIT License”). Any use of the Go OSS by Customer will be governed by, and subject to, the terms and conditions of the MIT License.
Free Software Update(s). All Free Software modifications, upgrades, and releases provided by Sumo Logic to Customer under this Agreement (“Free Software Update(s)”) are considered part of the Free Software, and may be downloaded, installed, and/or used by Customer pursuant to the terms and conditions of this Agreement.
Ownership of Free Software. Except as expressly provided in this Agreement (or any applicable Order Form or Statement of Work), as between Sumo Logic and Customer, Sumo Logic owns and retains all right, title and interest (including all intellectual property rights) in and to the Free Software, including all aspects of the technology and branding, source code, and any Free Software or other materials including without limitation any analytics, reports or aggregated, anonymized data developed or created by or on behalf of Sumo Logic in connection with delivery of the Free Software hereunder. Nothing in this Agreement grants any right, title, or interest in or to (including any license under) any intellectual property rights in or relating to, the Free Software, whether expressly, by implication, estoppel or otherwise.
Feedback. Customer may (from time to time) submit comments, suggestions, and/or other feedback to Sumo Logic in connection with Customer’s use of the Free Software (“Feedback”). Customer agrees it will not submit any Feedback that contains Customer Confidential Information. Customer hereby grants to Sumo Logic a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, and fully paid-up license to use, and exploit, the Feedback for any lawful purpose.
Copies; Modifications. The Free Software is protected by copyright laws. Except as expressly permitted under this Agreement (and subject to Section 3), Customer may not copy (including copying onto a public network), use, modify, display, sublicense, rent, sell, or distribute the Free Software or its source code. Customer may copy the Free Software: (a) as necessary for the purpose of using it as permitted under this Agreement; and (b) for backup purposes.
Internal Use Only. Customer is not permitted to offer services to third parties from use of the Free Software. For more information on commercial licensing for managed service providers, please contact: email@example.com.
No Reverse Engineering. Except as expressly permitted under Section 3, Customer may not disassemble, decompile, reverse engineer, or decrypt the Free Software (or any component thereof).
Proprietary Notices. Customer may not remove, change, or obscure any copyright, trademark, or other proprietary notices in the Free Software or on any associated media. Customer must include the notices in any authorized copies.
a. Confidential Information. Each Party receiving information under this Agreement (the “Receiving Party”) may have access to information which is confidential or proprietary to the other Party (“Confidential Information”). Confidential Information shall mean any information that is directly or indirectly disclosed or made accessible by or on behalf of a Party (or its Affiliates) (the “Disclosing Party”) that is marked as confidential or which, given the nature of the information or circumstances surrounding its disclosure, should reasonably be understood to be confidential or proprietary, including product specifications, pricing, data, proposals, business models, marketing plans and strategic plans, customer and employee information, financial information, Free Software, reports or forms of the Disclosing Party.
b. Protection of Confidential Information. The Receiving Party agrees to use such Confidential Information solely to perform its respective obligations under this Agreement and will take reasonable measures to avoid unauthorized disclosure or use, including, but not limited to, taking at least those measures it takes to protect its own similar Confidential Information. Each Receiving Party agrees not to disclose any Confidential Information of the Disclosing Party to the Receiving Party’s employees and Representatives (defined below) except to those who: (i) have a direct “need to know” such information; and (ii) are already legally bound to maintain its confidentiality. The Parties acknowledge and agree that breach of this Section 11 may cause irreparable harm to a Disclosing Party, entitling the Disclosing Party to seek injunctive relief without requiring the posting of a bond in addition to all legal or equitable remedies available. Notwithstanding the foregoing, Confidential Information shall not include any information which: (i) is publicly known and is made generally available through no fault of the Receiving Party; (ii) is already in the possession of the Receiving Party without obligation of confidentiality at the time of disclosure by the Disclosing Party; (iii) is obtained by Receiving Party from a third party without, to Receiving Party’s knowledge, a breach of such third party’s obligations of confidentiality; or (iv) is independently developed by Receiving Party without use of, or reference to, Disclosing Party’s Confidential Information.
c. Compelled Disclosure. If Receiving Party is required by law to make any disclosure that is prohibited or otherwise constrained by this Agreement, the Receiving Party will (if lawful) provide the Disclosing Party with prompt written notice of such requirement so that the Disclosing Party, at its sole expense, may seek a protective order or other appropriate relief. If such protective order or other remedy is not obtained, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party or its employee will furnish that portion (and only that portion) of Confidential Information that is legally compelled or is otherwise legally required to disclose; provided, however, that the Receiving Party provides such assistance at the Disclosing Party’s expense and as the Disclosing Party may reasonably request in obtaining such order or other relief.
Support Services. Sumo Logic will not provide any support services in connection with the Free Software.
Informing Staff. Customer will inform its employees of the obligations stated in this Agreement. Customer is responsible for any breach of its obligations under this Agreement by its employees, contractors, and consultants.
Term and Termination.
a. Term. This Agreement begins on the Effective Date and shall continue until terminated by either Party upon thirty (30) days advance written notice to the other Party (the “Term”).
b. Effects of Termination. Upon termination of the Agreement: (i) Customer will immediately return or destroy the Free Software, together with all copies, adaptations, and merged portions in any form; and (ii) upon Sumo Logic’s written request, Customer will certify under oath the extent to which Customer has complied with this Section 14(b).
Export Control. Customer may not export or re-export the Free Software in violation of any applicable laws or regulations.
DISCLAIMER. THE FREE SOFTWARE, FREE SOFTWARE UPDATES, DOCUMENTATION, AND FREE SOFTWARE PROVIDED BY SUMO LOGIC ARE PROVIDED “AS IS,” AND SUMO LOGIC MAKES NO EXPRESS OR IMPLIED WARRANTIES, SUCH AS WARRANTIES OF PERFORMANCE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. SUMO LOGIC DOES NOT WARRANT THAT OPERATION OF THE FREE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. SUMO LOGIC DOES NOT WARRANT ANY FREE SOFTWARE UPDATE (OR SERIES OF FREE SOFTWARE UPDATES) WILL RESULT IN: (I) AN IMPROVEMENT TO THE FREE SOFTWARE, (II) THE RESOLUTION OF A SPECIFIC PROBLEM (OR PROBLEMS) CUSTOMER MAY HAVE WITH THE FREE SOFTWARE, OR (III) ERROR-FREE OPERATION OF THE FREE SOFTWARE. SUMO LOGIC will not have any responsibility or obligation in the event of an infringement (or other intellectual property) claim made against Customer in connection with Customer’s use of the Free Software.
Responsibility for Use. Customer acknowledges and agree it is solely responsible for understanding the limitations of the Free Software. Sumo Logic is not responsible for any errors or omissions or for the results obtained from Customer’s the use of the Free Software. Customer agrees to indemnify and hold harmless Sumo Logic against all loss, liability, or costs (including reasonable attorney fees at trial or in any other proceeding) incurred on account of its use of the Free Software, whether or not attributable to the Free Software operation. Customer shall not use the Free Software to further discriminatory, fraudulent, and/or illegal activities. Customer acknowledges this Section 17 is an important term of this Agreement, that it permits Sumo Logic to provide the Free Software and that Sumo Logic would not provide the Free Software without this Section 17. CUSTOMER IS RESPONSIBLE FOR PROTECTING ITS DATA USED IN CONNECTION WITH THE FREE SOFTWARE.
LIMITATION OF LIABILITY. SUMO LOGIC’S LIABILITY TO CUSTOMER ON ANY CLAIM FOR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES AND SHALL NOT EXCEED (IN ANY EVENT) ONE THOUSAND U.S. DOLLARS ($1,000.00). SUMO LOGIC SHALL HAVE NO LIABILITY WHATSOEVER FOR SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOSS PROFITS OR REVENUE) OF CUSTOMER OR ANY THIRD PARTY, EVEN IF SUMO LOGIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER MAY BRING NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THE FREE SOFTWARE PROVIDED HEREUNDER MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF THE CLAIM ON WHICH THE CAUSE OF ACTION IS BASED.
a. Assignment. Sumo Logic may assign this Agreement at any time without prior consent of Customer.
b. Attorney Fees. In any arbitration or litigation relating to this Agreement, the prevailing Party will be entitled to recover all reasonable expenses of arbitration or litigation, including reasonable attorney fees at trial and on any appeal or petition for review, as determined by the judge or arbitrator.
c. Force Majeure. Except with respect to failure to pay any amount due under this Agreement, non-performance of either Party will be excused to the extent that performance is rendered impossible by acts of God, strike, fire, flood, governmental acts, orders or restrictions, failure of suppliers, internet failure, or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing Party.
d. Governing Law; Venue. This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to or application of any conflicts of law rules or principles and without regard to the United Nations Convention on the International Sale of Goods. All claims arising out of or relating to this Agreement will be brought exclusively in the federal or state courts for San Mateo County, California, and Customer consents to such personal jurisdiction of those courts.
e. Survival. All provisions regarding responsibility for use, rights in the Free Software, limitations, and other provisions reasonably expected to survive termination or expiration of this Agreement will remain in effect following termination or expiration of this Agreement.
f. Relationship of the Parties. The Parties are independent contractors. This Agreement does not create or imply any partnership, agency, or joint venture. Sumo Logic is an independent contractor and not an employee or agent of Customer. Sumo Logic employees will not be eligible for any Customer-provided employee benefits.
g. Modification; Waiver. No modification of or amendment to this Agreement will be effective unless in writing signed by authorized representatives of both Parties. No waiver of any right is to be charged against any Party unless such waiver is in writing signed by an authorized representative of the Party so charged. To the extent Customer provides a purchase order or similar document that includes additional terms and conditions, such terms and conditions will not be deemed to modify or otherwise supplement this Agreement.
h. Notice. Any notice or other communication under this Agreement given by any Party to any other Party must be in writing and will be effective upon delivery as follows: (A) if to Customer: (i) when delivered via registered mail, return receipt requested, to the address specified in the applicable Order Form; or (ii) when sent via email to the email address specified in the applicable Order Form; and (B) if to Sumo Logic, when sent via registered mail, return receipt requested, to Sumo Logic at: 305 Main Street, Redwood City, California 94063 or such other address which Sumo Logic may specify from time to time, with a copy to firstname.lastname@example.org.
i. Counterparts. This Agreement may be executed in counterparts, all of which together constitute a single agreement and any one of which are deemed an original.
j. Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions will remain in full force and effect, and, if legally permitted, such offending provision will be replaced with an enforceable provision that as nearly as possible reflects the Parties original intent.
k. Electronic Signature. The Parties agree the electronic signature of a Party to an Order Form or Statement of Work shall be as valid as an original signature of such Party and shall be effective to bind such Party to such Order Form or Statement of Work. The Parties agree that any electronically signed document (including, for example, an Order Form, whether signed through a cloud-based electronic signature service, or by providing a scan of the signed document) shall be deemed to: (i) be a “writing;” (ii) have been validly signed; and (iii) constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files.