Grafana Labs License Agreement

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 GRAFANA LABS
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 Raintank, Inc. dba Grafana Labs (“Grafana
Labs") and You, or the legal entity on behalf of whom You are acting (as applicable, “You”).

    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 any related
documentation or other intellectual property rights, 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, or otherwise build a competitive product or service,
build a product or service using similar ideas, features, functions or graphics, or create any
compilations or derivative works thereof, (ii) except as expressly permitted in Section 1.1 above,
transfer, sell, rent, lease, distribute, sublicense, loan or otherwise transfer or commercially
exploit or make available, 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, (v) alter
or remove any Marks and Notices in the Grafana Labs Software, or (vi) violate any of Grafana Labs’
posted policies regarding its Marks and Notices, including its Trademark Usage Policy available at:
https://grafana.com/trademark-policy/. 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 Grafana Labs 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.

    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 AGPLv3 License.

2.3 Survival. Sections 1.2, 2.2. 2.3, 3, 4, 5, and 6 shall survive any termination or expiration of
this Agreement.

    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 AND FITNESS FOR A PARTICULAR
PURPOSE, AS WELL AS ANY WARRANTIES OF REGULATORY COMPLIANCE, PERFORMANCE, ACCURACY, RELIABILITY,
TITLE, AND NON-INFRINGEMENT. FURTHER, GRAFANA LABS DOES NOT WARRANT 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, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES,
INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF USE LOSS OF DATA, BUSINESS INTERRUPTION,
COST OF SUBSTITUTE GOODS OR SERVICES, OR OTHER COMMERCIAL DAMAGES OR LOSSES ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER
THEORY OF LIABILITY AND WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    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.

    VERIFICATION. You will maintain accurate records of Your use of the Grafana Labs Software
sufficient to show compliance with the terms of this Agreement. On reasonable notice, Grafana Labs
may audit Your use of the Grafana Labs Software to confirm Your compliance with the terms of this
Agreement, provided such audit does not unreasonably interfere with Your business activities. You
will reasonably cooperate with Grafana Labs and/or any third party auditor, and will, without
prejudice to other rights of Grafana Labs, address any non-compliance identified by the audit
within thirty (30) days after such audit. Grafana Labs may also, at any time on request, require
You to furnish Grafana Labs with information necessary to verify that Your use of the Grafana Labs
Software is in compliance with the terms of this Agreement.

    DEFINITIONS The following terms have the meanings ascribed:

6.1 “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.

6.2 “Grafana Labs Software” means all of the Grafana Labs software with which this Agreement is
included, including but not limited to the free features and functions of the Grafana Enterprise
software.

6.3 “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.

6.4 “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.

6.5 “Marks and Notices” means all Grafana Labs trademarks, trade names, logos and notices,
including those present on the documentation as provided by Grafana Labs.

6.6 “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.

6.7 “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.