﻿PLEASE READ THIS SERVICES LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY SUMO LOGIC, INC. (“SUMO LOGIC”). THIS AGREEMENT SHALL GOVERN THE SERVICES AND ANY ORDER FORM SUBMITTED BY CUSTOMER AND ACCEPTED BY SUMO LOGIC.  BY CLICKING THE “SUBMIT” BUTTON OR BY USING THE SERVICES 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 SUMO LOGIC’S SERVICES 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 SERVICES.  BY CLICKING THE “SUBMIT” BUTTON, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND CUSTOMER.
 
1.        SERVICES AND SUPPORT
1.1        Subject to the terms and conditions of this Agreement, Sumo Logic will provide Customer with access to the Services through the internet.  The Services are subject to modification from time to time at Sumo Logic’s sole discretion, for any purpose deemed appropriate by Sumo Logic.  Sumo Logic will use reasonable efforts to give Customer prior written notice of any such modification.
1.2        Sumo Logic will undertake commercially reasonable efforts to make the Services available and provide support in accordance with the levels described in the Order Form. Sumo Logic reserves the right to suspend Customer’s access to the Services: (i) for scheduled or emergency maintenance, or (ii) in the event Customer is in breach of this Agreement, including failure to pay any amounts due to Sumo Logic. 
2.        RESTRICTIONS AND RESPONSIBILITIES
2.1        Access to the Services 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 Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or Software; use the Services or Software for timesharing or service bureau purposes or for any purpose other than its own internal business purposes; or use the Services 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 Services. 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.        CONFIDENTIALITY
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, (i) 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 Services’ performance and other measures to enhance the performance of the Services.
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 acquirors.

4.        INTELLECTUAL PROPERTY RIGHTS
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.        CHARGES AND PAYMENT OF FEES
5.1        Customer will pay Sumo Logic the applicable fees as set forth on the Order Form (the “Fees”).  Sumo Logic reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least ninety (90) days prior notice to Customer, effective upon the next Renewal Term in accordance with Section 6, below.  If Customer use of the Services exceeds the Service Capacity set forth on the Order Form, Customer will be invoiced at the end of each calendar month for the excess usage over the Service Capacity, at the rate set forth on the Order Form, and Customer agrees to pay the additional fees without any right of set-off or deduction.  To the extent applicable and utilized, Customer will pay Sumo Logic for consulting, integration fees or other services upon invoice thereof.  All payments will be made in accordance with the Payment Schedule and the Method of Payment.  If not otherwise specified, payments will be due within thirty (30) days of invoice.
5.2        The charges payable by Customer for any Renewal Term will be equal to Sumo Logic’s then current standard charges for the Service provided under such Order Form in effect during the prior term, unless Service Provider has given Customer notice of a modification in the fees in accordance with this Section 5.  
5.3        Unpaid Fees are subject to a finance charge of one percent (1.0%) per month, or the maximum permitted by law, whichever is lower, plus all expenses of collection, including reasonable attorneys’ fees. Fees under this Agreement are exclusive of all taxes, including national, state or provincial and local use, sales, value-added, property and similar taxes, if any.  Customer agrees to pay such taxes (excluding US taxes based on Sumo Logic’s net income) unless Customer has provided Sumo Logic’s with a valid exemption certificate.  In the case of any withholding requirements, Customer will pay any required withholding itself and will not reduce the amount paid to Customer on account thereof.

6.        TERM AND TERMINATION
6.1        Unless terminated as described in this Section 6, this Service Agreement is for the Service Term as specified in the Order Form.  Thereafter, upon expiration of the Service Term specified in the applicable Order Form, or upon expiration of any Renewal Term as specified herein, this Agreement shall automatically renew for additional one (1) year terms beginning on the anniversary of the Effective Date of the applicable Order Form (each a “Renewal Term”) unless either party provides the other party at least thirty (30) days prior written notice of its intent not to renew before the end of the then-current term.  
6.2        In the event of any material breach of this Agreement, the non-breaching party may terminate this Agreement prior to the end of the Service Term or the then-current Renewal Term by giving thirty (30) days prior written notice to the breaching party; provided, however, that this Agreement will not terminate if the breaching party has cured the breach prior to the expiration of such thirty-day period.  Either party may terminate this Agreement, without notice, (i) upon the institution by or against the other party of insolvency, receivership or bankruptcy proceedings, (ii) upon the other party's making an assignment for the benefit of creditors, or (iii) upon the other party's dissolution or ceasing to do business.
6.3        The following Sections shall survive any expiration or termination of this Agreement will survive termination, including, without limitation, Section 2 “Restrictions”, Section 3 “Confidentiality”, Section 4.1 “Intellectual Property Rights”, Section 5 “Payment of Fees”, Section 8 “Warranty Disclaimers”, Section 9 “Limitations of Liability”, Section 10 “Indemnification”, Section 11.1 “U.S. Government Matters”, Section 12 “Miscellaneous”. 

7.        CLIENT SOFTWARE SECURITY
Sumo Logic represents and warrants that it will not knowingly include, in any Sumo Logic software released to the public and provided to Customer hereunder, any computer code or other computer instructions, devices or techniques, including without limitation those known as disabling devices, trojans, or time bombs, that intentionally disrupt, disable, harm, infect, defraud,  damage, or otherwise impede in any manner, the operation of a network, computer program or computer system or any component thereof, including its security or user data.  If, at any time, Sumo Logic fails to comply with the warranty in this Section, Customer may promptly notify Sumo Logic in writing of any such noncompliance.  Sumo Logic will, within thirty (30) days of receipt of such written notification, either correct the noncompliance or provide Customer with a plan for correcting the noncompliance.  If the noncompliance is not corrected or if a reasonably acceptable plan for correcting them is not established during such period, Customer may terminate this Agreement as its sole and exclusive remedy for such noncompliance.

8.        WARRANTY DISCLAIMER
EXCEPT AS OTHERWISE PROVIDED IN SECTION 7, THE SERVICES AND SUMO LOGIC CONFIDENTIAL INFORMATION 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.        LIMITATION OF LIABILITY
IN NO EVENT WILL  EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT, THE DELAY OR INABILITY TO USE THE SERVICES 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 SERVICES, 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.  
EXCEPT FOR PAYMENTS MADE PURSUANT TO SECTION 10, THE TOTAL LIABILITY OF SUMO LOGIC, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, THE LESSER OF (i) TEN THOUSAND DOLLARS OR (ii) THE FEES PAID TO SUMO LOGIC HEREUNDER IN THE THREE MONTH PERIOD ENDING ON THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED OR THE PRO-RATED AMOUNT EQUAL TO THREE MONTHS OF FEES IF THE FEES ARE PAID ANNUALLY.  THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 

10.        INDEMNIFICATION
10.1        Sumo Logic shall defend against any claim or lawsuit by an unaffiliated third party (a “Claim”) against Customer to the extent such Claim alleges that the Software downloaded from Sumo Logic and deployed by Customer pursuant to this Agreement  infringes any U.S. intellectual property rights  of such third party, and will indemnify Customer for all judgments finally awarded against Customer by a court of competent jurisdiction, or agreed to in a written settlement agreement signed by Sumo Logic (“Damages”), arising out of such Claim. Sumo Logic will pay attorneys fees and court costs incurred in connection with the action.  Sumo Logic shall have no obligation or liability for any Claim of infringement arising from (a) use of the Software other than in accordance with this Agreement; (b) modification of the Software; (c) combination of the Software with any other products, services, or materials if the Software would not be infringing in the absence of such combination, or (d) failure by Customer to install required updates to the Software as requested by Sumo Logic.  If Sumo Logic believes Customer’s use of the Software under the terms of this Agreement may be enjoined, then Sumo Logic may, at its sole option and expense and as Customer’s sole remedy, either (i) procure for Customer a license to continue using the Software in accordance with the terms of this Agreement; (ii) replace or modify the allegedly infringing Software to avoid the infringement; or (iii) terminate the licenses and access to the Software, and refund any Fees.
10.2        Customer shall defend any Claim against Sumo Logic that Customer’s actions in connection with any unauthorized use of the Services or Software violate any applicable law or third party right.  Customer will indemnify Sumo Logic (and its directors, employees and agents) against all Damages awarded against Sumo Logic or agreed to in a written settlement agreement signed by Customer arising out of such Claim.
10.3        The obligations set forth in this Section shall apply only if (i) the indemnified party notifies the indemnifying party in writing of a Claim promptly upon learning of or receiving the same; (ii) the indemnified party provides the indemnifying party with reasonable assistance requested by the indemnifying party, at the indemnifying party’s expense, for the defense and settlement, if applicable, of any Claim; and (iii) the indemnified party provides the indemnifying party with the exclusive right to control and the authority to settle any Claim, provided, however, that (i) the indemnifying party shall not settle any Claim that admits fault or liability of the indemnified party without the indemnified party’s prior written consent and (ii) the indemnified party shall have the right to participate in the matter at its own expense.  

11.        U.S. GOVERNMENT MATTERS
11.1        Notwithstanding anything else, Customer may not provide to Sumo Logic or any other person (whether through the Services or any other means), or export or re-export, or allow the export or re-export of the Services, 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 252.227 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 Service Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.  

12.        MISCELLANEOUS
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 with written notice to Customer.  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.
