Grafana Labs License Agreement

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PLEASE READ CAREFULLY THIS GRAFANA LABS LICENSE AGREEMENT (THIS “AGREEMENT”), WHICH CONSTITUTES A LEGALLY BINDING AGREEMENT AND GOVERNS ALL OF YOUR USE OF ALL OF THE GRAFANA LABS SOFTWARE WITH WHICH THIS AGREEMENT IS INCLUDED (“GRAFANA LABS SOFTWARE”) THAT IS PROVIDED IN OBJECT CODE FORMAT. BY INSTALLING OR USING ANY OF THE GRAFANA LABS SOFTWARE GOVERNED BY THIS AGREEMENT, SUCH AS THE FREE VERSION OF GRAFANA ENTERPRISE, YOU ARE ASSENTING TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH SUCH TERMS AND CONDITIONS, YOU MAY NOT INSTALL OR USE THE GRAFANA LABS SOFTWARE GOVERNED BY THIS AGREEMENT. IF YOU ARE INSTALLING OR USING THE SOFTWARE ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE ACTUAL AUTHORITY TO AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT ON BEHALF OF SUCH ENTITY.

Posted Date: Jan 10, 2020

This Agreement is entered into by and between Grafana Labs Inc (“Grafana Labs”) and You, or the legal entity on behalf of whom You are acting (as applicable, “You”).

1. OBJECT CODE END USER LICENSES, RESTRICTIONS AND THIRD PARTY OPEN SOURCE SOFTWARE

1.1 Object Code End User License. Subject to the terms and conditions of Section 1.2 of this Agreement, Grafana Labs hereby grants to You, AT NO CHARGE and for so long as you are not in breach of any provision of this Agreement, a License to the free features and functions of the Grafana Enterprise software.

1.2 Reservation of Rights; Restrictions. As between Grafana Labs and You, Grafana Labs and its licensors own all right, title and interest in and to the Grafana Labs Software, and except as expressly set forth in Sections 1.1 of this Agreement, no other license to the Grafana Labs Software is granted to You under this Agreement, by implication, estoppel or otherwise. You agree not to: (i) reverse engineer or decompile, decrypt, disassemble or otherwise reduce any Grafana Labs Software provided to You in Object Code, or any portion thereof, to Source Code, except and only to the extent any such restriction is prohibited by applicable law, (ii) except as expressly permitted in Section 1.1 above, transfer, sell, rent, lease, distribute, sublicense, loan or otherwise transfer, Grafana Labs Software Object Code, in whole or in part, to any third party; (iii) use Grafana Labs Software Object Code for providing time-sharing services, any software-as-a-service, service bureau services or as part of an application services provider or other service offering (collectively, “SaaS Offering”) where obtaining access to the Grafana Labs Software or the features and functions of the Grafana Labs Software is a primary reason or substantial motivation for users of the SaaS Offering to access and/or use the SaaS Offering (“Prohibited SaaS Offering”); (iv) circumvent the limitations on use of Grafana Labs Software provided to You in Object Code format that are imposed or preserved by any License Key, or (v) alter or remove any Marks and Notices in the Grafana Labs Software. If You have any question as to whether a specific SaaS Offering constitutes a Prohibited SaaS Offering, or are interested in obtaining Grafana Labs ‘s permission to engage in commercial or non-commercial distribution of the Grafana Labs Software, please contact Grafana Labs at sales@grafana.com

1.3 Third Party Open Source Software. The Commercial Software may contain or be provided with third party open source libraries, components, utilities and other open source software (collectively, “Open Source Software”), which Open Source Software may have applicable license terms as identified on a website designated by Grafana Labs . Notwithstanding anything to the contrary herein, use of the Open Source Software shall be subject to the license terms and conditions applicable to such Open Source Software, to the extent required by the applicable licensor (which terms shall not restrict the license rights granted to You hereunder, but may contain additional rights). To the extent any condition of this Agreement conflicts with any license to the Open Source Software, the Open Source Software license will govern with respect to such Open Source Software only. Grafana Labs may also separately provide you with certain open source software that is licensed by Grafana Labs . Your use of such Grafana Labs open source software will not be governed by this Agreement, but by the applicable open source license terms.

2. TERMINATION

2.1 Termination. This Agreement will automatically terminate, whether or not You receive notice of such Termination from Grafana Labs, if You breach any of its provisions.

2.2 Post Termination. Upon any termination of this Agreement, for any reason, You shall promptly cease the use of the commercial Grafana Labs Software in Object Code format. For the avoidance of doubt, termination of this Agreement will not affect Your right to use Grafana Labs Software, in either Object Code or Source Code formats, made available under the Apache License Version 2.0.

2.3 Survival. Sections 1.2, 2.2. 2.3, 3 and 4 shall survive any termination or expiration of this Agreement.

3. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

3.1 Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE GRAFANA LABS SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND GRAFANA LABS AND ITS LICENSORS MAKE NO WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE GRAFANA LAB SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, GRAFANA LABS AND ITS LICENSORS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE GRAFANA LABS SOFTWARE, AND WITH RESPECT TO THE USE OF THE FOREGOING. FURTHER, GRAFANA LABS DOES NOT WARRANT RESULTS OF USE OR THAT THE GRAFANA LABS SOFTWARE WILL BE ERROR FREE OR UNINTERRUPTED.

3.2 Limitation of Liability. IN NO EVENT SHALL GRAFANA LABS OR ITS LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, IN CONNECTION WITH

OR ARISING OUT OF THE USE OR INABILITY TO USE THE GRAFANA LABS SOFTWARE, OR THE PERFORMANCE OF OR FAILURE TO PERFORM THIS AGREEMENT, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF GRAFANA LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

4. MISCELLANEOUS

This Agreement completely and exclusively states the entire agreement of the parties regarding the subject matter herein, and it supersedes, and its terms govern, all prior proposals, agreements, or other communications between the parties, oral or written, regarding such subject matter. This Agreement may be modified by Grafana Labs from time to time, and any such modifications will be effective upon the “Posted Date” set forth at the top of the modified Agreement. If any provision hereof is held unenforceable, this Agreement will continue without said provision and be interpreted to reflect the original intent of the parties. This Agreement and any non-contractual obligation arising out of or in connection with it, is governed exclusively by New York law. This Agreement shall not be governed by the 1980 UN Convention on Contracts for the International Sale of Goods. All disputes arising out of or in connection with this Agreement, including its existence and validity, shall be resolved by the courts with jurisdiction in New York City, USA, except where mandatory law provides for the courts at another location in The United States to have jurisdiction. The parties hereby irrevocably waive any and all claims and defenses either might otherwise have in any such action or proceeding in any of such courts based upon any alleged lack of personal jurisdiction, improper venue, forum non conveniens or any similar claim or defense. A breach or threatened breach, by You of Section 1 may cause irreparable harm for which damages at law may not provide adequate relief, and therefore Grafana Labs shall be entitled to seek injunctive relief without being required to post a bond. You may not assign this Agreement (including by operation of law in connection with a merger or acquisition), in whole or in part to any third party without the prior written consent of Grafana Labs , which may be withheld or granted by Grafana Labs in its sole and absolute discretion. Any assignment in violation of the preceding sentence is void. Notices to Grafana Labs may also be sent to legal@grafana.com

5. DEFINITIONS

The following terms have the meanings ascribed:

5.1 “Affiliate” means, with respect to a party, any entity that controls, is controlled by, or which is under common control with, such party, where “control” means ownership of at least fifty percent (50%) of the outstanding voting shares of the entity, or the contractual right to establish policy for, and manage the operations of, the entity.

5.2 “Commercial Software” means the commercially Grafana Labs Software including but not limited to the free version of Grafana Enterprise and Grafana Enterprise.

5.3 “License” means a limited, non-exclusive, non-transferable, fully paid up, royalty free, right and license, without the right to grant or authorize sublicenses, solely for Your internal business operations to (i) install and use the applicable Features and Functions of the Grafana Labs Software in Object Code, and (ii) permit Contractors and Your Affiliates to use the Grafana Labs software as set forth in (i) above, provided that such use by Contractors must be solely for Your benefit and/or the benefit of Your Affiliates, and You shall be responsible for all acts and omissions of such Contractors and Affiliates in connection with their use of the Grafana Labs software that are contrary to the terms and conditions of this Agreement.

5.4 “License Key” means a sequence of bytes, including but not limited to a JSON blob, that is used to enable certain features and functions of the Grafana Labs Software.

5.5 “Marks and Notices” means all Grafana Labs trademarks, trade names, logos and notices present on the Documentation as originally provided by Grafana Labs .

5.6 “Non-production Environment” means an environment for development, testing or quality assurance, where software is not used for production purposes.

5.7 “Object Code” means any form resulting from mechanical transformation or translation of Source Code form, including but not limited to compiled object code, generated documentation, and conversions to other media types.

5.8 “Source Code” means the preferred form of computer software for making modifications, including but not limited to software source code, documentation source, and configuration files.

5.9 “Subscription” means the right to receive Support Services and a License to the Commercial Software