This Software Programs License Agreement (the “Agreement”) is entered into as of the Start Date indicated in the Order Form (or, if applicable, the license start date specified in the ordering process) (the “Effective Date”) by and between Sumo Logic, Inc. (“Sumo Logic”) and the customer identified in the Order Form (“Customer”) (each, a “Party,” collectively, the “Parties”) and governs Customer’s use of the products and services made available by Sumo Logic to Customer under this Agreement (collectively, the “Software Programs”). By downloading, installing, and/or using the Software Programs (or executing an Order Form or Statement of Work that references this Agreement), 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 Software Programs. This Agreement was updated August 23, 2021.
License. Subject to the terms and conditions of this Agreement, Sumo Logic grants to Customer a non-exclusive license to: (i) download and install the Software Programs on one (1) Customer server (“Server”); and (ii) allow use of the Software Programs by the number of authorized users purchased in the applicable Order Form(s) (“Authorized User(s)”) (collectively, the “License”). Customer is authorized to make one (1) copy of the Server solely for backup purposes.
License Restrictions. Customer will not: (i) provide or make the Software Programs available to any third party, either for no charge or for consideration; (ii) remove or alter any copyright, trademark or other notices included in the Software Programs; (iii) use the Software Programs except as expressly permitted in this Agreement; (iv) use the Software Programs to conduct, publish or disclose any competitive benchmarking tests or analysis; (v) use the Software Programs to disparage, malign or impugn any third party; (vi) interfere with or disrupt the integrity or performance of the Software Programs or third-party data contained therein; (vii) attempt to gain unauthorized access to the Software Programs or related systems or networks; (viii) access the Software Programs in order to build a competitive product or service; (ix) attempt to reverse engineer or decompile the Software Programs; (x) create derivative works based on the Software Programs; (xi) copy, frame or mirror any part or content of the Software Programs, other than copying or framing on Customer’s own intranets or otherwise for Customer’s own internal business purposes; or (xii) transfer the Software Programs.
Documentation. During the Term, Sumo Logic will make certain documentation (in print or electronic form) describing the intended functionality and use of the Software Programs available for access by Customer (“Documentation”).
Customer Data. Customer data means all data, information, or content made available by (or on behalf of) Customer in connection with its use of the Software Programs (“Customer Data”). Customer data is, and shall remain at all times, the sole and exclusive property of Customer.
Anonymous Data. Sumo Logic may aggregate, anonymize, and de-identify certain statistical and related data in connection with Customer’s use of the Software Programs (“Anonymous Data”) for purposes of: (i) improving the Software Programs; (ii) analyzing usage of the Software Programs; and (iii) developing new features, functionality, and/or products.
Ownership of Software Programs. 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 Software Programs, including all aspects of the technology and branding, source code, and any software or other materials, including without limitation, any analytics, reports or Anonymous Data developed or created by or on behalf of Sumo Logic in connection with delivery of the Software Programs hereunder. Except as expressly set forth in this Agreement, no right, title, or interest in or to (including any license under) any intellectual property rights in or relating to, the Software Programs is granted, 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 Software Programs (“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 Software Programs are protected by copyright laws. Except as expressly permitted under this Agreement, Customer may not copy (including copying onto a public network), use, modify, display, sublicense, rent, sell, or distribute the Software Programs or its source code.
Internal Use Only. Customer is not permitted to offer services to third parties from use of the Software Programs. For more information on commercial licensing for managed service providers, please contact: partners@sumologic.com.
Log-in Credentials. Sumo Logic will provide Customer with log-in credentials to access and download the Software Programs (“Log-in Credentials”). Upon termination of the Agreement for any reason, Customer’s Log-in Credentials will be disabled. Customer must maintain the confidentiality of its Log-in Credentials and is responsible for all activities associated with its Log-in Credentials. Customer will immediately notify Sumo Logic of any unauthorized use of Customer’s Log-in Credentials.
Confidentiality.
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, software, reports or forms of the Disclosing Party.
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.
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.
Privacy Policy. Customer’s use of the Software Programs is conditioned upon Customer’s acceptance of Sumo Logic Privacy Policy (as may be amended from time to time) available at: https://www.dflabs.com/privacy... (or its successor site) (“Privacy Policy”).
Publicity. Sumo Logic may disclose to other potential customers of Sumo Logic the fact that Customer is using the Software Programs.
Support Services. Sumo Logic will provide customer support for the Software Programs (“Support Services”) in accordance with the Support and Maintenance Services Addendum (available at: https://www.sumologic.com/support-terms/) (the “Support Agreement”).
Fees; Payment Terms; Taxes.
Fees. Fees for the Software Programs (“Fees”) are set forth on the applicable Order Form or Statement of Work. Prepaid Fees are non-refundable.
Payment Terms. Customer will pay the Fees in accordance with the payment terms in the applicable Order Form.
Failure to Pay Fees. If Customer fails to pay any Fees or other amounts when due, and such failure continues for thirty (30) days following written notice thereof, Sumo Logic may, at its discretion: (a) immediately suspend Customer’s License and use of the Software Programs; or (b) terminate the Agreement pursuant to Section 14. The remedies in this Section 13(c) are in addition to any other remedies that may be available to Sumo Logic.
Taxes. Fees do not include any taxes, levies, duties, or similar governmental assessments, including, for example, value-added, sale, use, property, or withholding taxes assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying any Taxes associated with its purchases hereunder. If Sumo Logic has the legal obligation to pay or collect Taxes for which Customer is responsible under this Agreement, Sumo Logic will invoice Customer and Customer will pay that amount unless Customer provides Sumo Logic a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Sumo Logic is solely responsible for taxes assessable against it based on its net income, property and employees.
Excess Usage. If the total number of Authorized User(s) (or other applicable license metric) in use by Customer exceeds the number purchased by Customer in the applicable Order Form ("Excess Usage"), Customer agrees to notify Sumo Logic of the “Excess Usage" within thirty (30) days. Furthermore, Customer agrees to comply with Sumo Logic's requests to submit within five (5) business days a complete and accurate report ("Usage Report") of the total number of authorized users, installed copies of the Software Programs in use by Customer, and any other reasonably requested information. Without limiting Sumo Logic's rights and remedies, Customer agrees to remedy any Excess Usage within thirty (30) days of written notification. Excess Usage remedies include either: (a) if Excess Usage has only occurred within the previous thirty (30) days, deleting enough Authorized User(s) (or other applicable license metric) so that Customer’s actual usage is limited to the number of Authorized User(s) (or other applicable license metric) purchased by Customer in the applicable Order Form; or (b) to pay within thirty (30) days the fees applicable to Customer’s Excess Usage (the "Excess Usage Fees") at the then-current list price. Excess Usage Fees will be calculated as a prorated fee based on the volume of the Excess Usage; from the date such Excess Usage began until the termination of the Agreement.
Term and Termination.
Term. This Agreement begins on the Effective Date and shall continue, with respect to any Order Form or Statement of Work, for as long as such Order Form or Statement of Work remains in effect (the “Term”).
Termination. Either Party may terminate an Order Form or Statement of Work upon thirty (30) days prior, written notice to the other Party if the other Party commits a material breach of such Order Form or Statement of Work (or this Agreement); provided, however, that such Order Form or Statement of Work will not terminate if the other Party cures such breach by the end of the thirty (30) day period. In the event Customer terminates an Order Form or Statement of Work for Sumo Logic’s uncured material breach in accordance with the previous sentence, Customer would be entitled to a pro rata refund of any pre-paid fees for the remaining portion of the Term of such Order Form or Statement of Work following such termination. In addition, Sumo Logic may terminate any Order Form or Statement of Work upon notice to Customer if Sumo Logic reasonably believes that Customer is engaging in any business or conduct that may be illegal, fraudulent, tortious, or if Sumo Logic determines in good faith that termination is necessary to comply with applicable laws following a breach of this Agreement by Customer.
Effects of Termination. Upon expiration or termination of the Agreement for any reason: (i) any amounts owed to Sumo Logic under this Agreement including any Order Form(s) and/or Statement(s) of Work before such termination will be immediately due and payable; (ii) Customer will immediately return or destroy the Software Programs, together with all copies, adaptations and merged portions in any form; and (iii) upon Sumo Logic's written request, Customer will certify under oath the extent to which Customer has complied with this Section 14(c).
Export Laws. Customer agrees to comply with all applicable export control laws, rules, or regulations in connection with its use of the Software Programs.
DISCLAIMER. OTHER THAN AS SET FORTH IN THIS AGREEMENT, THE SOFTWARE PROGRAMS 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 SOFTWARE PROGRAMS WILL BE UNINTERRUPTED OR ERROR-FREE. SUMO LOGIC DOES NOT WARRANT ANY UPDATE (OR SERIES OF UPDATES) TO THE SOFTWARE PROGRAMS WILL RESULT IN: (I) AN IMPROVEMENT TO THE SOFTWARE PROGRAMS, (II) THE RESOLUTION OF A SPECIFIC PROBLEM (OR PROBLEMS) CUSTOMER MAY HAVE WITH THE SOFTWARE PROGRAMS, OR (III) ERROR-FREE OPERATION OF THE SOFTWARE PROGRAMS.
Responsibility for Use. Customer acknowledges and agree it is solely responsible for understanding the limitations of the Software Programs. Sumo Logic is not responsible for any errors or omissions or for the results obtained from Customer’s use of the Software Programs. 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 Software Programs, whether or not attributable to the Software Programs operation. Customer shall not use the Software Programs 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 Software Programs at a reasonable price, and that Sumo Logic would not provide the Software Programs without this Section 17. CUSTOMER IS SOLELY RESPONSIBLE FOR PROTECTING ITS CUSTOMER DATA USED IN CONNECTION WITH THE SOFTWARE PROGRAMS.
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 THE AMOUNT OF THE FEES PAID BY CUSTOMER UNDER THIS AGREEMENT. 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. THE LIMITATION IN THIS PARAGRAPH DOES NOT APPLY TO SUMO LOGIC’S INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTION 19.
Indemnification. Sumo Logic will indemnify Customer for any costs, expenses, or damages of Customer pursuant to any claim, demand, or cause of action (“Demand”) by a third party to the extent the Demand alleges the Software Programs infringe any third-party U.S. intellectual property right. Sumo Logic’s obligations will not apply to any demand to the extent it arises from: (a) Customer’s use of the Software Programs in a manner outside the scope of the rights granted by Sumo Logic to Customer pursuant to this Agreement; (b) modification of the Software Programs other than by Sumo Logic; (c) combination of the Software Programs with any other products, services, or materials; or (d) Customer’s failure to implement updates to the Software Programs as requested by Sumo Logic. If the Software Programs are determined to infringe or, in Sumo Logic's view, are likely to be found to infringe third-party rights, Sumo Logic will, at its sole option and its expense, either procure for Customer the right to continue using the Software Programs or replace or modify the Software Programs so that they become non-infringing. If, in Sumo Logic's sole opinion, neither option is reasonable, Sumo Logic may elect to immediately terminate the License and refund to Customer a pro rata portion of the applicable Fees. THE REMEDIES STATED IN THIS SECTION 19 ARE CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES IN THE EVENT OF ANY INFRINGEMENT OF THIRD-PARTY RIGHTS BY THE SOFTWARE PROGRAMS.
General.
Assignment. Sumo Logic may assign this Agreement at any time without prior consent of Customer.
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.
Representatives. Except as where otherwise stated, each Party is permitted to use contractors, agents, and professional advisors (“Representatives”) in connection with this Agreement, but is liable for their acts and omissions.
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.
Commercial Computer Software. As defined in FAR section 2.101, any Software Programs and/or Documentation provided by Sumo Logic are “commercial items” and according to DFAR section 252.227 7014(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. Unpublished rights reserved under copyright laws of the United States.
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.
Survival. All provisions regarding responsibility for use, rights in the Software Programs, 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.
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.
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 or different terms and conditions, such terms and conditions will not be deemed to modify or otherwise supplement this Agreement.
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 legal@sumologic.com.
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.
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.
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: (a) be a “writing;” (b) have been validly signed; and (c) constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files.
