This License Agreement ("Agreement") is entered into by you ("Customer") and Graylog, Inc., a Delaware corporation, located at 708 Main St, Fl 9, Houston, TX 77002 ("Graylog"), effective as of the date Graylog accepts this completed web form from Customer and provides Customer with access to or use of the Software (as defined below) ("Effective Date"). Graylog retains sole discretion as to whether to accept this web form and provide Customer with access to or use of the Software.
PLEASE REVIEW THIS AGREEMENT CAREFULLY. BY COMPLETING THIS WEB FORM OR DOWNLOADING, ACCESSING OR USING TH SOFTWARE, CUSTOMER AGREES TO BE BOUND BY THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE TO BE BOUND BY THIS AGREEMENT, CUSTOMER MUST NOT DOWNLOAD, ACCESS OR USE THE SOFTWARE.
1.1. "Daily Volume Limit" means indexing by Customer of no more than 5 gigabytes of data per day using Software under this Agreement.
1.2. "Customer Application(s)" means Customer's proprietary application(s) (i) as to which Customer deploys the Software under this Agreement and (ii) that are deployed by or on behalf of Customer in a production environment.
1.3. "Customer Network" means the hardware and software components within Customer's internal computer network at Customer's designated location or that of Customer's designated hosting provider.
1.4. "Documentation" means any written, electronic, or recorded work, if any, provided by Graylog to Customer, that describes the functions and features of the Software.
1.5. "Software" means the Graylog Enterprise computer software application, including any Updates thereto.
1.6. "Subscription Term" means one year from the Effective Date.
1.7. "Updates" means subsequent releases of the Software and/or the Documentation provided hereunder, such as (a) bug or error fixes, patches, workarounds, and maintenance releases, and (b) releases that introduce new and significant features and functionality.
2.1. Grant of License. Subject to the terms and conditions of this Agreement, Graylog hereby grants to Customer a limited, non-sublicensable, non-exclusive, non-transferable license during the Subscription Term to: (a) install, or have installed, the Software within the Customer Network, and (b) use the Software, in accordance with the Documentation, within the Customer Network subject to the Daily Volume Limit, in accordance with the Software’s normal and intended use.
2.2. License Restrictions. Access to, and use of, the Software is limited by restrictions set forth herein, including, without limitation, the Daily Volume Limit. Licensee shall not circumvent these limitations. Unless otherwise specified in this Agreement or in another agreement between the parties, Customer may not: (a) modify, disassemble, de-compile, reverse engineer, or otherwise attempt to determine the source code or protocols from the object code of the Software, or knowingly permit or encourage any third party to do so, (b) use the Software in any manner to provide service bureau, time-sharing or other computer services to third parties, (c) use the Software in any manner to assist or take part in the development, marketing, or sale of a product potentially competitive with the Software, or (d) use the Software, or allow the transfer, transmission, export, or re-export of the Software or portion thereof in violation of any export control laws or regulations administered by any government agency.
2.3. Limited Rights. Customer's rights in the Software will be limited to those expressly granted in this Section 2. Graylog reserves all rights and licenses in and to the Software not expressly granted to Customer.
3. Usage Reporting. The Software is configured to provide Graylog a report every hour of data usage through the Software. In any 24 hour period, if Graylog does not receive data usage for five (5) or more one hour periods, the Customer shall be deemed to be in breach of this Agreement and this Agreement may be terminated by Graylog without notice. If the Customer exceeds its Daily Volume Limit for five (5) or more days in a 30 day period, Graylog may terminate this Agreement without notice.
4. Ownership. The license in Section 2 confers no ownership rights to Customer and is not a sale of any rights in the Software, the Documentation, or the media on which either is recorded or printed. Graylog shall own and retain ownership of all right, title, and interest in and to (i) the Software and any copies thereof; (ii) the Documentation and any copies thereof; (iii) any ideas, suggestions, or feedback relating to the Software and Documentation (“Feedback”); and (iv) all intellectual property rights embodied within the foregoing (i)-(iii). Customer hereby irrevocably assigns and agrees to assign all of its right, title, and interest in and to any Feedback to Graylog.
5. Confidentiality of this Agreement.
5.1. Confidential Information – Defined. “Confidential Information” means non-public information that is transmitted or otherwise provided by or on behalf of Graylog to the Customer in connection with this Agreement and the activities hereunder, and that should reasonably be understood by the Customer to be Confidential Information due to the nature of such information or the presence of legends or other markings (including, but not limited to, “Confidential” and “Restricted”) to be proprietary and confidential to Graylog. Confidential Information includes, but is not limited to, the terms conditions under this Agreement and information related to the performance of the Software. Confidential Information of Graylog includes, without limitation, the Software, all software provided with the Software, Documentation, the source code, and all algorithms, methods, techniques and processes revealed by the source code. Confidential Information does not include information that: (a) was in the possession of, or was rightfully known by, the Customer without an obligation to maintain its confidentiality prior to receipt from Graylog, as evidenced by the Customer’s written records; (b) is or becomes generally known to the public without violation of this Agreement; (c) is obtained by the Customer in good faith from a third party having the right to disclose it without an obligation of confidentiality; or (d) was developed by the Customer independently of and without reference to Confidential Information, as evidenced by the written records of the Customer.
5.2. Nondisclosure Obligations. Graylog may furnish the Customer with Confidential Information. The parties agree that, during the term of this Agreement and thereafter, the Customer will hold Confidential Information of Graylog in confidence and shall not (a) directly or indirectly use, copy, reproduce, distribute, manufacture, duplicate, reveal, report, publish, disclose or cause to be disclosed, or otherwise transfer any Confidential Information of Graylog to any third party, or (b) utilize Confidential Information for any purpose, except the performance of its obligations under this Agreement or as authorized in writing by the Graylog. The Customer will limit the disclosure of Graylog’s Confidential Information to its employees, third party contractors or consultants with a need-to-know and who have been advised of the confidential nature thereof and who are contractually obligated to maintain such confidentiality through signature of a nondisclosure agreement that is at least as protective as the terms and conditions of this Agreement. The Customer shall provide copies of these agreements upon the written request of Graylog. The Customer shall be liable for any breach by any of its employees, third party contractors or consultants of the confidentiality obligations contained herein.
5.3. Required Disclosures. In the event a Customer is required under applicable law, rule, regulation, court or administrative order to disclose Confidential Information of Graylog, the Customer shall use commercially reasonable efforts to: (a) give at least ten (10) days prior written notice of such disclosure to Graylog; (b) limit such disclosure to the extent practicable; and (c) make such disclosure only to the extent so required.
5.4. Customer Identification; Logo. Customer agrees that Graylog may identify Customer as a customer verbally, in print, and on its corporate web site. Customer agrees that Graylog may display Customer’s name and logo (within Customer’s logo usage guidelines as may have been provided to Graylog), and link to the customer web site.
6. Disclaimer of Warranties. GRAYLOG MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE OR THE DOCUMENTATION OR ANY OTHER MATERIALS OR SERVICES SUPPLIED BY GRAYLOG, ITS RESELLERS, OR ITS AGENTS, AND GRAYLOG HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INTERFERENCE, ACCURACY OF DATA, AND NON-INFRINGEMENT.
7. Customer Indemnity. Customer will indemnify Graylog and, at its option, defend any action brought against Graylog to the extent that it is based upon a claim arising out of any Customer Application or Customer’s use of Software, Documentation or any other materials provided by Graylog under this Agreement, or which result from Graylog’s compliance with Customer’s designs, specifications, or instructions, and will pay any costs, damages and reasonable attorneys' fees attributable to such claim.
8. Limitation of Liability. EXCEPT WITH RESPECT TO ANY DAMAGES ARISING FROM GRAYLOG’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL GRAYLOG BE LIABLE TO THE CUSTOMER FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR THE USE OR PERFORMANCE OF THE SOFTWARE OR ANY RELATED SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT GRAYLOG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. GRAYLOG SHALL HAVE NO LIABILITY FOR CUSTOMER’S PROVISION OF ITS OWN SERVICES TO ITS CUSTOMERS.
9. Term and Termination.
9.1. Term. This Agreement will begin on the Effective Date and will remain in effect through the end of the Subscription Term, unless this Agreement is earlier terminated in accordance with this Section 3 or 9.
9.2. Termination for Breach. Graylog will have the right to terminate this Agreement or any Software license granted hereunder without notice if Customer breaches any material term of this Agreement.
9.3. Termination for Insolvency: Graylog may terminate this Agreement if Customer ceases to conduct business in the normal course, becomes insolvent, enters into suspension of payments, moratorium, reorganization or bankruptcy, makes a general assignment for the benefit of creditors, admits in writing its inability to pay debts as they mature, suffers or permits the appointment of a receiver for its business or assets, or avails itself of or becomes subject to any other judicial or administrative proceeding that relates to insolvency or protection of creditors’ rights.
9.4. Termination for Infringement. Graylog may terminate this Agreement in the event the Software or Documentation, or any other materials provided by Graylog to Customer under this Agreement, become the subject of an infringement claim or Graylog reasonably believes that such materials may become the subject of such a claim.
9.5. Effect of Termination. Upon any termination of this Agreement, all rights and licenses granted by Graylog under this Agreement shall immediate termination, and Customer will promptly return the Software to Graylog or destroy the Software and all copies and portions thereof, in all forms and types of media, and, at Graylog’s request, provide Graylog with an officer's written certification, certifying to Customer's compliance with the foregoing.
9.6. Survival. The rights and obligations of the Parties contained in Sections 4, 5, 6, 7, 8, 9.6, and 10 will survive the termination of this Agreement.
10.1. Governing Law and Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of Texas without regard to its conflicts of laws provisions. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts applicable to Harris County, Texas and the Parties hereby consent to personal jurisdiction and venue therein.
10.2. Open Source Software. In order to use the Software, Customer may need to install on its Customer Network certain other software or components that are available in the public domain (the “Open Source Software”). Graylog has no proprietary interest in or to such Open Source Software and the Open Source Software is not licensed under this Agreement. Customer’s rights in the Open Source Software are governed by and subject to the terms and conditions set forth in the applicable license(s). Customer will fully comply with such terms and conditions.
10.3. Audit Rights. Graylog may, at its expense, audit Customer’s records and its installation and use of the Software to evaluate compliance with this Agreement. Any such audit shall be conducted during regular business hours at Customer’s facilities after five (5) days prior written notice, shall be limited to records relevant to installation and use of the Software, compliance with the terms of this Agreement and calculation of fees hereunder and shall not unreasonably interfere with Customer’s business. Audits shall be conducted no more than once annually.
10.4. Relationship of Parties. The Parties to this Agreement are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the Parties. Neither Party will have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent.
10.5. Equitable Relief. The Parties agree that a material breach of the license or confidentiality provisions of this Agreement would cause irreparable injury to Graylog for which monetary damages would not be an adequate remedy, and therefore Graylog shall be entitled to equitable relief in addition to any other remedies it may have hereunder or at law.
10.6. Force Majeure. Graylog shall not be deemed to have breached any provision of this Agreement as a result of any delay, failure in performance, or interruption of service resulting directly or indirectly from acts of God, network failures, acts of civil or military authorities, civil disturbances, wars, terrorism, energy crises, fires, transportation contingencies, interruptions in third-party telecommunications or Internet equipment or service, other catastrophes, or any other occurrences which are beyond such Graylog’s control.
10.7. Government Use. The use, duplication, reproduction, release, modification, disclosure, or transfer ("use") of the Software and the Documentation, no matter how received by the United States Government, is restricted in accordance with the terms and conditions contained in this Agreement. All other use is prohibited. Further, the Software and the Documentation was developed at Graylog's private expense and is commercial in nature. By using, receiving, or downloading the Software and the Documentation, the Government user agrees to the terms and conditions contained in this license agreement including the terms and conditions contained in this paragraph.
10.8. Export Control. Customer acknowledges that the Software and all related technical information, documents and materials are subject to export controls under applicable laws, including, without limitation, the U.S. Export Administration Regulations, and Customer shall comply with all applicable export control laws, rules and regulations.
10.9. Assignment. Customer may not assign this Agreement, in whole or in part, without Graylog’s prior written consent. Graylog may assign this Agreement in its discretion. Any purported assignment in violation of this section shall be null and void. This Agreement shall be binding on all permitted assignees.
10.10. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.
10.11. Waiver. The failure of Graylog to enforce at any time the provisions of this Agreement, or the failure to require at any time performance by the Customer of any of the provisions of this Agreement, shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of Graylog to enforce each and every such provision thereafter. The express waiver by Graylog of any provision, condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
10.12. Entire Agreement. This Agreement, including any and all exhibits attached hereto, is the entire agreement of the Parties and supersedes any prior representations, agreements, negotiations, or understandings between them, whether written or oral, with respect to the subject matter hereof. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by duly authorized representatives of the Parties hereto.
10.13. Notices. All notices required or permitted under this Agreement will be in writing and delivered by email, confirmed facsimile transmission, by courier or overnight delivery service, or by certified mail, and in each instance will be deemed given upon receipt. All communications will be sent to the addresses set forth below or to such other address as may be specified by either Party to the other in accordance with this section. Either Party may change its address for notices under this Agreement by giving written notice to the other Party by the means specified in this section.
10.14. Counterparts. This Agreement may be signed in counterparts, each of which shall be deemed an original and which shall together constitute one and the same Agreement. The exchange of copies of this Agreement in electronic format (e.g. in "pdf" format) shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes.