Grafana Labs Plug-In Development and Signing Agreement

Grafana Labs

Plug-In Development and Signing Agreement

PLEASE READ CAREFULLY: THE INDIVIDUAL ACCEPTING THIS PLUG-IN DEVELOPMENT AND SIGNING AGREEMENT (“AGREEMENT”) ON BEHALF OF A PLUG-IN PARTNER (“PARTNER”), REPRESENTS AND WARRANTS THAT THEY HAVE FULL AUTHORITY TO BIND PARTNER TO THIS AGREEMENT. UNLESS PARTNER HAS A SEPARATE VALID AGREEMENT FOR THE PLUG-IN SERVICES (AS DEFINED BELOW) SIGNED BY BOTH PARTIES, THIS AGREEMENT GOVERNS, WHICH INCLUDES TERMS REGARDING LICENSING, DISCLAIMERS, LIMITATIONS OF LIABILITY, AND GRAFANA LABS’ RIGHT TO SUSPEND AND/OR TERMINATE THE AGREEMENT AND THE PLUG-IN SERVICES FOR NON-PAYMENT. BY ACCEPTING THIS AGREEMENT (EITHER BY CLICKING, CHECKING A BOX OR ENTERING INTO AN ORDER FORM) PARTNER ACCEPTS THIS AGREEMENT, WHICH WILL BE DEEMED A BINDING CONTRACT BETWEEN PARTNER AND RAINTANK, INC. DBA GRAFANA LABS (“GRAFANA LABS”). IF PARTNER DOES NOT AGREE TO OR CANNOT COMPLY WITH ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT OR IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE AUTHORITY TO BIND PARTNER, THEN DO NOT ACCEPT THIS AGREEMENT. THIS AGREEMENT IS BINDING AS OF THE EARLIEST OF: (I) THE DATE THAT PARTNER ACCEPTS THIS AGREEMENT, OR (II) THE DATE SET FORTH ON AN ORDER FORM(S).

1. PLUG-IN SERVICES. Subject to Partner’s compliance with the terms and conditions of this Agreement, Grafana Labs will use commercially reasonable efforts to develop the software add-on or extension (as more fully described in the Order Form(s), the “Plug-In”), and once the Plug-In has been developed, Grafana Labs will sign the Plug-In to confirm its source and authenticity, then will list the Plug-In in the Grafana.com catalog for the term length set forth on the Order Form(s) (“Plug-In Services”). Partner agrees to provide Grafana Labs with commercially reasonable assistance in the development of the Plug-In. As used in this Agreement, “Order Form(s)” means an ordering document for the Plug-In Services mutually executed by the Parties that contains at least the following information: a description of the Plug-In Services, price, term length, and billing contact.

2. LICENSE.

2.1 License Grant. Subject to the terms and conditions of this Agreement, Grafana Labs grants to Partner a nonexclusive, license (without the right to sublicense) to use and execute the Plug-in, for the term length specified in the Order Form(s), in executable object code format only, solely in connection with a Grafana Labs product or service.

2.2 Restrictions. Partner will not directly or indirectly (i) reproduce, modify, distribute, rent, lease, sublicense, assign, disclose or make available the Plug-In to any third party; (ii) reverse engineer, decompile, or disassemble any portion of the Plug-in, or otherwise attempt to decrypt, extract or derive source code for, or any algorithms or data structures embodied within, any portion of the Plug-In (except to the extent the foregoing restriction is expressly prohibited by applicable law); and (iii) use the Plug-In to develop a similar product or service. Partner will remain fully and primarily responsible to Grafana Labs for compliance with this Agreement if Partner permits any contractors of Partner to access the Plug-In. Any future release, update, or other addition to functionality of the Plug-In made available by Grafana Labs to Partner, shall be subject to the terms and conditions of this Agreement, unless Grafana Labs expressly states otherwise. Partner shall preserve and shall not remove, obscure or alter any trademark, copyright or other proprietary notices in the Plug-In, its documentation and all copies thereof.