Master Services Agreement

Grafana Labs

Master Services Agreement

MSA

PLEASE READ CAREFULLY: THE INDIVIDUAL ACCEPTING THIS MASTER SERVICES AGREEMENT (“MASTER SERVICES AGREEMENT”) ON BEHALF OF AN END USER CUSTOMER (“CUSTOMER”), REPRESENTS AND WARRANTS THAT THEY HAVE FULL AUTHORITY TO BIND CUSTOMER TO THIS MASTER SERVICES AGREEMENT. UNLESS CUSTOMER HAS ANOTHER VALID AGREEMENT FOR THE PURCHASE AND USE OF GRAFANA PRODUCT(S) AND PROFESSIONAL SERVICES, THIS MASTER SERVICES AGREEMENT GOVERNS, WHICH INCLUDES TERMS REGARDING LICENSE AND USAGE, DATA PRIVACY OBLIGATIONS, DISCLAIMERS AND LIMITATIONS OF LIABILITY, AND GRAFANA LABS’ RIGHT TO SUSPEND AND/OR TERMINATE THE AGREEMENT AND CUSTOMER’S ACCESS OR USE OF THE GRAFANA PRODUCT(S) AND PROFESSIONAL SERVICES (INCLUDING WORK PRODUCT, IF ANY) FOR NON-PAYMENT. BY ACCEPTING THIS MASTER SERVICES AGREEMENT (EITHER BY CLICKING, CHECKING A BOX OR ENTERING INTO A SERVICE ORDER) CUSTOMER ACCEPTS THIS MASTER SERVICES AGREEMENT, WHICH WILL BE DEEMED A BINDING CONTRACT BETWEEN CUSTOMER AND RAINTANK, INC. DBA GRAFANA LABS (“GRAFANA LABS”). IF CUSTOMER DOES NOT AGREE TO OR CANNOT COMPLY WITH ALL THE TERMS AND CONDITIONS OF THIS MASTER SERVICES AGREEMENT OR IF THE INDIVIDUAL ACCEPTING THIS MASTER SERVICES AGREEMENT DOES NOT HAVE AUTHORITY TO BIND CUSTOMER, THEN DO NOT ACCEPT AND CUSTOMER WILL NOT BE AUTHORIZED TO ACCESS OR USE THE GRAFANA PRODUCT(S) OR PROFESSIONAL SERVICES (INCLUDING WORK PRODUCT, IF ANY). THIS MASTER SERVICES AGREEMENT IS BINDING AS OF THE EARLIEST OF: (I) THE DATE THAT CUSTOMER ACCEPTS THIS MASTER SERVICES AGREEMENT, (II) THE DATE SET FORTH ON AN ORDER FORM(S) OR (II) THE DATE ON WHICH CUSTOMER DOWNLOADS, INSTALLS, ACTIVATES, ACCESSES, OR USES THE GRAFANA PRODUCT(S) OR PROFESSIONAL SERVICES (INCLUDING WORK PRODUCT, IF ANY).

1. DEFINITIONS. Capitalized terms in the Agreement are defined in Exhibit A to this Master Services Agreement, or elsewhere in the Agreement.

2. GENERAL LICENSE TERMS

2.1 License Grant. Subject to Customer’s compliance with the terms and conditions of the Agreement, Grafana Labs grants to Customer a worldwide, royalty-free, non-exclusive, non-sublicensable, non-transferable (except to a successor-in-interest as permitted hereunder), revocable (except as otherwise permitted herein) license to access and use, as applicable, the Grafana Product(s) during the Subscription Term and in accordance with the applicable Order Form(s) solely for Customer’s own internal business purposes. Customer may use the Documentation in connection with the license granted under this Section 2.1. Customer is responsible for its Users’ compliance with the Agreement.

2.2 License Restrictions. Customer must not: (i) sublicense, sell, resell, transfer or assign (except to a successor-in-interest as permitted hereunder), distribute or otherwise commercially exploit or make available to any third-party (other than its Users) the Grafana Product(s); (ii) modify, copy (other than a reasonable number for Customer’s operation of the Grafana Product(s)), or make derivative works of or compilations based upon the Grafana Product(s); (iii) decompile, disassemble, reverse engineer, or otherwise attempt to derive source code of the Grafana Product(s); (iv) use or access the Grafana Product(s) for the purposes of building a competitive product or service, or copying its features, functions, or user interface; (v) resell any marketing, training or other materials such as slides, advice, guidance, or frameworks provided by Grafana Labs; or (vi) access, use, or attempt to access or use, the Grafana Product(s) to bypass, exploit, defeat, or disable any limitations or restrictions placed on the Grafana Product(s), including any User limitations that may be described in any Order Form(s).