SUMO LOGIC TERMS OF SERVICE AGREEMENT BY CLICKING THE CONFIRM BUTTON OR BY USING OR ACCESSING SUMO LOGIC SERVICE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS SUMO LOGIC TERMS OF SERVICE AGREEMENT (“AGREEMENT”). IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS SUMO LOGIC SERVICE. “YOU” MEANS THE NATURAL PERSON OR THE ENTITY YOU REPRESENT THAT IS AGREEING TO BE BOUND BY THIS AGREEMENT, THEIR EMPLOYEES AND THIRD PARTY CONTRACTORS THAT PROVIDE SERVICE TO YOU. YOU SHALL BE LIABLE FOR ANY FAILURE BY SUCH EMPLOYEES AND THIRD PARTY CONTRACTORS TO COMPLY WITH THE TERMS OF THIS AGREEMENT. 1. Grant and Use Rights Sumo Logic hereby grants you a non-exclusive, non-transferable license, without rights to sublicense, to use the Sumo Logic Service (the “Service”) for your internal operations only for the time period (the” Subscription Term”) that you have paid/or agree to pay the applicable fees. 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. The Service is intended for your organization’s use only, and provided to you “as is”, and are subject to modification from time to time and at Sumo Logic’s sole discretion. All rights not expressly granted to you are reserved by Sumo Logic. 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. 2. Restrictions Access to the Services may require You to install certain software applications. You 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 in excess as set forth below; 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. The Sumo Logic service includes monthly compute capacity to scan 3,000X contracted daily volume and analyze 600% contracted daily volume. “Scan” of 1x is equivalent to analyzing a 24-hour time range by queries, dashboards, or other means of Sumo Logic data analysis. “Analyze” is defined as retrieving data from index in order to be further analyzed, by queries, dashboards, or other means of Sumo Logic data analysis. Sumo Logic. 3. Support Service Support for the Service shall be provided to you in accordance with the terms specified at (“Support”) 4. Passwords; Primary Contact You are responsible for establishing a username and password (or any other means required by Sumo Logic) for verifying that only designated employees of You have access to any administrative functions of the Services. You will be responsible for maintaining the security of Your account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Your account with or without Your knowledge or consent. You will designate an employee who will be responsible for all matters relating to this Agreement (“Primary Contact”). You may change the individual designated as Primary Contact at any time by providing written notice to Sumo Logic. Sumo Logic is not liable for any losses, damages, claims, demands, actions, costs and expenses (including reasonable attorneys’ fees and court costs) arising from or created by any of your acts or omissions related to the access or use of the Service. 5. Confidentiality 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). 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. Sumo Logic agrees that all information and data generated, processed, or stored on the Service (as intended usage of the Service), including Customer’s log and machine-generated data produced by applications and systems are Customer’s Proprietary Information. Except for such Proprietary Information, 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. 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. Sumo Logic. 6. Payment The Service is sold on an annual subscription basis and includes Service Support and Maintenance (”Support”) during the contracted term. Support and Maintenance is not sold separately. Sumo Logic Service fees are quoted and payable in Sumo Logic in US currency only. Fees shall be due and payable at the beginning of the Subscription Term, unless you requested to pay monthly. Payment obligations are non-cancelable and fees paid/payable are non-refundable. If Your use of the Service exceeds the Service Capacity that You are currently enrolled in, You will be invoiced at the then current list price, in arrears, for such overages for the applicable month. Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and such taxes, levies and duties shall be added to the Service fees. The subscription fees of the then current list price are based on the annual period that begins on the subscription start date and each yearly anniversary thereof. You are responsible for maintaining complete and accurate billing and contact information for the Service. Sumo Logic reserves the right to modify the fees at any time, upon 30 days prior written notice to you, which may be provided by e-mail; such new prices shall not apply for subscription for Service which has already been paid, but shall apply to any subscription completed after the effective date of change of the fees. 7. Data Collection You acknowledge and agree that Sumo Logic may collect certain data and information as a result of your access or use of the Service. For terminated or defaulted accounts, any data related to the Service that is collected by Sumo Logic will only be retained for a period of one calendar year from the date that the account was terminated or defaulted. 8. Cancellation or Termination of Service Payments shall be made are for a full year or monthly, no refund is available. If you cancel during your subscription’s yearly cycle, all amounts due and payable thru the Subscription term shall immediately become due and payable. You will have access to Sumo Logic Service and Support until the last day of your subscription. There is no pro-rata credit or refund for that Subscription Term. Sumo Logic may, without prior notice, immediately terminate, limit your access to or suspend your account and use of the Service if you fail to comply with any term of this Agreement. Sumo Logic expressly reserves the right to suspend your account and use of the Service in the event you fail to pay the fees in full and on time. 9. Limitation of Liability and Indemnity IN NO EVENT SHALL SUMO LOGIC OR ITS SUPPLIERS HAVE LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION AND DATA), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF SUMO LOGIC AND ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE TOTAL LIABILITY OF SUMO LOGIC, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, ONE HUNDRED AND FIFTY U.S. DOLLARS ($150) You agree to indemnify and hold Sumo Logic and its affiliates and suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Service or breach of this Agreement (collectively referred to as "Claims"). Sumo Logic reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Sumo Logic in the defense of any Claims. 10. Warranty Sumo logic will undertake commercially reasonable efforts to make the Services available and provide Support in accordance with the levels set forth hereunder. Sumo Logic does not warrant that the Services shall be uninterrupted and error free. THE SERVICE, SOFTWARE, ANY DOCUMENTATION, AND ANY UPDATES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SUMO LOGIC AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. THE FOREGOING LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF WHETHER SUMO LOGIC OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 11. Other Provisions (a) Governing Law. This Agreement, and all disputes arising out of or related thereto, shall be governed by and construed under the laws of the State of California without reference to conflict of laws principles. (b) Assignment. You shall not assign this Agreement or any rights or obligations hereunder, directly or indirectly, by operation of law, merger, acquisition of stock or assets, or otherwise, without the prior written consent of Sumo Logic. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. (c) Export Controls. (see ours) You acknowledge that this website, the Service, and the underlying software may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. Diversion contrary to U.S. law is prohibited. Without limiting the foregoing, you agree that (1) you are not, and are not acting on behalf of, any person who is a citizen, national, or resident of, or who is controlled by the government of Cuba, Iran, North Korea, Sudan, or Syria, or any other country to which the United States has prohibited export transactions; (2) you are not, and are not acting on behalf of, any person or entity listed on the U.S. Treasury Department list of Specially Designated Nationals and Blocked Persons, or the U.S. Commerce Department Denied Persons List or Entity List; and (3) you will not use the Software for, and will not permit the Software to be used for, any purposes prohibited by law. (d) Force Majeure. Sumo Logic will not be liable for inadequate performance to the extent caused by a circumstance beyond its reasonable control, including, without limitation, failure of the internet, labor strikes or shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, material shortages and other acts not caused by Sumo Logic. (e) Modification. This is the entire agreement between the parties relating to the subject matter hereof and all other terms are rejected. Sumo Logic reserves the right to modify the terms of this Agreement at any time without prior notice. The waiver of a breach of any term hereof shall in no way be construed as a waiver of any term or other breach hereof. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law the remaining provisions of this Agreement shall remain in full force and effect.