Grafana Labs Plug-In Signing Agreement

Grafana Labs

Plug-In Signing Agreement

PLEASE READ CAREFULLY: THE INDIVIDUAL ACCEPTING THIS PLUG-IN 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 SIGNING 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 SIGNING 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 SIGNING; ORDER FORM. Upon review and acceptance, Grafana Labs will sign Partner’s software add-on or extension (as described in the Order Form(s), the “Plug-In”) to confirm its source and authenticity, then will list the Plug-In the Grafana.com catalog for the subscription term length set forth on the Order Form(s) (“Signing Services”). As used in this Agreement, “Order Form(s)” means an ordering document for the Signing Services mutually executed by the Parties that contains at least the following information: a description of the Signing Services, price, term length, and billing contact.

2. LICENSE. Partner hereby grants Grafana Labs and its affiliates a nonexclusive, worldwide, transferable, royalty-free, irrevocable, license to the Plug-In (including all related intellectual property rights, including patents, copyrights, trademarks, and moral rights), with the right to sublicense such rights through multiple tiers of sublicensees, and to reproduce, modify, display, perform and distribute the Plug-In in connection with Grafana Labs’ products and services.

3. FEES. Fees for the Signing Services will be set forth in the applicable Order Form(s) (“Fees”). The Fees are exclusive of all taxes. Partner shall pay all Fees to Grafana Labs upon receipt of Grafana Labs’ invoice. All Fees are non-cancellable and non-refundable. Fees are stated in United States Dollars and must be paid in United State Dollars.

4. REPRESENTATIONS, WARRANTIES, SUPPORT.

4.1 Partner represents and warrants: (i) it has the legal power to enter into and perform under this Agreement; (ii) it shall comply with all applicable laws in its performance hereunder; (iii) the Plug-In does not and will not infringe any third party’s intellectual property rights; (iv) the Plug-In is free from any viruses or malicious code, or any mechanism which would permit unauthorized access, use or disclosure of any product or service offered by Grafana Labs or any information relating to or identifying Grafana Labs or its end-user customers; (v) the Plug-In contains no open source, freeware, copyleft, or similar components which would require general or public disclosure of any component of any product or service offered by Grafana Labs or its end-user customers, or otherwise impair the rights of Grafana Labs or its end-user customers; (vi) the Plug-In was developed using security best practices, complies with all applicable laws, including privacy and security laws and regulations, and complies with all security requirements of Grafana Labs or its end-user customers; and (vii) Partner has all right, title, and interest required to provide the Plug-In to Grafana Labs under this Agreement.