Sensu Enterprise: Master License Agreement

Please review the following licensing terms, which govern the download installation, and use of the Sensu Enterprise software. For questions regarding Sensu Enterprise licensing, or for copies of this license in other formats (e.g. PDF and Microsoft Word formats), please contact our sales team.

Master License Agreement

This Sensu Enterprise License Agreement (this “Agreement”) is entered into by and between Sensu, Inc., with a business address of P.O. Box 8308, Portland, Oregon 97207 (“Sensu Inc”), and you or the entity you represent (“Customer”). This Agreement is effective as of the date it is accepted by Customer (the “Effective Date”).

This Agreement governs Customer’s download, installation, and use of the Sensu Enterprise software (the “Software”) and Sensu Inc’s provision of support services for the Software (the “Services”). If you are entering this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind the entity, its affiliates, and all users who access or use the Software on behalf of the entity.

Terms and Conditions

1. License

Sensu Inc grants Customer a nonexclusive license to download, install, and use the Software, subject to the terms and conditions of this Agreement. This license allows use of the Software with the number of servers designated by Customer as part of the registration process.

2. Documentation

Documentation in printed or electronic form, if any, is subject to the same terms applicable to the Software.

3. Open-Source Components

The Software includes Sensu Core (http://github.com/sensu/sensu), which is governed by the MIT open-source license (the “MIT License”), a copy of which is attached as Exhibit A. Any use of Sensu Core by Customer will be governed by, and subject to, the terms and conditions of the MIT License.

4. Software Updates

All Software modifications, upgrades, and releases (“Software Updates”) provided to Customer under this Agreement are to be considered part of the Software, and may be downloaded, installed, and used by Customer subject to the terms and conditions of this Agreement. Nothing in this Agreement transfers title to any Software Updates to Customer.

5. Ownership of Software

Sensu Inc owns all right, title, and interest, including all copyright, trademark, patent and any other proprietary and intellectual property rights embodied in the Software, including the source code, subject only to the rights of third parties in Sensu Core and the limited license granted under this Agreement.

6. Copies and Modifications

The Software is protected by copyright laws. Except as expressly permitted under this Agreement, and subject to Section 3 with respect to Sensu Core, Customer may not copy (including copying onto a public network), use, modify, display, sublicense, rent, sell, or distribute the Software or its source code. Customer may copy the Software (a) as necessary for the purpose of using it as permitted under this Agreement; and (b) for backup purposes.

7. No Reverse Engineering

Subject to Section 3 with respect to Sensu Core, Customer may not disassemble, decompile, reverse engineer, or decrypt the Software.

8. Proprietary Notices

Customer may not remove, change, or obscure any copyright, trademark, or other proprietary notices in the Software or on any associated media. Customer must include the notices in any authorized copies.

9. Login Credentials and Security

Sensu Inc will provide Customer with login credentials to access and download the Software and Software Updates (“Login Credentials”). Upon termination of this Agreement for any reason, Customer’s Login Credentials will be disabled. Customer must maintain the confidentiality of its Login Credentials and is responsible for all activities associated with its Login Credentials. Customer will immediately notify Sensu Inc of any unauthorized use of Customer’s Login Credentials.

10. Confidentiality

10.1. Trade Secret Status

Customer acknowledges that the Software contains valuable trade secrets of Sensu Inc, the disclosure of which would cause irreparable harm to Sensu Inc.

10.2. Confidential Information

Customer will keep confidential Software source code (other than Sensu Core source code), details of operation or implementation of the Software, the financial terms of this Agreement, and any other information that Sensu Inc designates as confidential.

10.3. Permitted Disclosure

The parties may disclose to other potential customers of Sensu Inc the fact that Customer is using the Software, the general functions provided by the Software, and Customer’s general level of satisfaction with the Software.

10.4. Reporting

Customer will immediately report to Sensu Inc any threatened or actual unauthorized use or disclosure of the Software or other confidential information that comes to Customer’s attention.

11. Support Services/Access to Source Code

11.1. Basic Support

Sensu Inc will provide standard support services for the Software as set forth in the attached Exhibit B.

11.2. Premium Support and Customization Services

Customer may request, and Sensu Inc may provide, additional support services or services related to Software customization or enhancement (collectively, “Premium Support”) at Sensu Inc’s hourly rate of $250.00. The scope of Premium Support will be set forth on a separate statement of work, signed by both parties, and will be governed by the terms of this Agreement.

11.3. Limited License to Modify Source Code

If Sensu Inc is unable or unwilling to provide Premium Support requested by Customer, Sensu Inc may, in its discretion, provide Customer with access to the Software source code. If granted access, Customer may modify the Software source code to customize or enhance the Software. Any changes or modifications to the Software source code, including any copyrights, will be owned by Sensu Inc. Customer may use third-party contractors and consultants to provide customization and enhancement services related to the Software and such third-party contractors and consultants may access the Software source code, provided that the third-party contractors and consultants agree in writing to be bound by the terms and conditions at least as restrictive as the terms of this Agreement and specifically assign in writing to Sensu Inc all right in and to any changes or modifications to the Software, including any copyrights.

12. Informing Staff

Customer will inform its employees of the obligations stated in this Agreement. Customer is responsible for any breach of the obligations by its employees, contractors, and consultants.

13. Fees & Payment

13.1. Beta License

Customer may be provided a “beta” or other temporary or limited-access version of the Software (“Beta License”) without charge.

13.2. Amount of Fees

Fees for the paid version of the Software and the Services (“Fees”) are based on the number of servers with which the Software will be used, as designated by Customer during the registration process. If Customer desires to increase or decrease the number of servers during the term of this Agreement, Customer will so notify Sensu Inc and the Fees will be adjusted accordingly; provided however, that any prepaid Fees will not be refunded.

13.3. Timing of Payments

Customer will pay Fees according to the schedule designated by Customer during the registration process, or as otherwise mutually agreed by the parties in writing. Customer will pay for any Premium Support or additional services pursuant to Section 11.

13.4. Failure to Pay Fees

If Customer fails to pay any Fees or other amounts when due, and such failure continues for 30 days following written notice thereof, Sensu Inc may, at its discretion, (i) suspend the license and Services, or (ii) terminate this Agreement under Section 16. The remedies in this paragraph are in addition to any other remedies that may be available to Sensu Inc.

14. Taxes

All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, Customer is responsible for all sales, service, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local government or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Sensu Inc’s income.

15. Audit Rights

Sensu Inc has the right, during normal business hours upon at least five days prior notice, to audit Customer’s use of the Software. Customer agrees to cooperate with Sensu Inc’s audit and to provide reasonable assistance and access to information. Without limiting Sensu Inc’s rights and remedies, Customer agrees to pay within 30 days of written notification any Fees applicable to Customer’s use in excess of Customer’s license rights hereunder. The audit will be conducted at Sensu Inc’s expense, unless there has been an underpayment of Fees owed to Sensu Inc of 5% or more in any 12-month period, in which case Customer will reimburse Sensu Inc for all reasonable costs and expenses incurred by Sensu Inc in performing the audit.

16. Term/Termination

16.1. Initial Term

This Agreement begins on the Effective Date and continues for one year unless terminated earlier as set forth herein.

16.2. Renewal Terms

This Agreement will automatically renew for successive one-year periods unless either party gives the other party written notice of non-renewal at least 60 days prior to the end of the then-current term, or unless the Agreement terminates earlier as set forth herein.

16.3. Termination by Customer

Customer may terminate the license at any time by written notice to Sensu Inc.

16.4. Termination by Sensu Inc

Sensu Inc may terminate the license upon written notice for Customer’s failure to comply with this Agreement (including Customer’s failure to timely pay Fees), or Customer’s failure to comply with any other written agreement between the parties.

16.5. Termination of Trial License

A Beta License will terminate 30 days after the Effective Date, unless otherwise agreed by the parties. Beta Licenses are not subject to automatic renewal under Section 16.2.

16.6. Effect of Termination

Upon termination, Customer must immediately return or destroy the Software, together with all copies, adaptations and merged portions in any form. Customer will certify under oath the extent to which Customer has complied with this section, at Sensu Inc’s request. On the effective date of termination, all amounts then owned to Sensu Inc will become immediately due and payable.

17. Export Requirements

Customer may not export or re-export the Software in violation of any applicable laws or regulations.

18. Disclaimer of Warranties

THE SOFTWARE, DOCUMENTATION, AND SERVICES PROVIDED BY SENSU INC ARE PROVIDED “AS IS.” SENSU INC MAKES NO EXPRESS OR IMPLIED WARRANTIES, SUCH AS WARRANTIES OF PERFORMANCE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. Although Sensu Inc believes the Software to be reliable for business use, Sensu Inc does not warrant that operation of the Software will be uninterrupted or error-free. Sensu Inc does not warrant that its Services or the Software Updates will result in an improvement to the Software, a solution to any problem Customer may have with the Software, or error-free operation of the Software.

19. Limited Remedy

In case of any breach of warranty, Sensu Inc, at its discretion, will (a) use commercially reasonable efforts to correct any errors in the Software Updates provided to Customer or (b) refund to Customer the amount charged for the Services (or if the Services were covered by the License Fee, the amount that would have been charged to Customer if the Services had been charged on an hourly basis). THIS SECTION STATES SENSU INC’S SOLE OBLIGATION AND CUSTOMER’S SOLE REMEDY FOR ANY BREACH OF WARRANTY.

20. Responsibility for Use

The Software is provided as a tool for Customer to use as Customer sees fit in its business. Customer is solely responsible for understanding the limitations of the Software. Sensu Inc is not responsible for any errors or omissions or for the results obtained from the use of the Software. Customer will indemnify Sensu Inc against any loss, liability, or costs (including reasonable attorney fees at trial or in any other proceeding) incurred on account of its use of the Software, whether or not attributable to the Software’s operation. Customer acknowledges that this section is an important term of this Agreement, that it permits Sensu Inc to provide the Software at a reasonable price, and that Sensu Inc would not provide the Software without this section. CUSTOMER IS RESPONSIBLE FOR PROTECTING ITS DATA USED IN CONNECTION WITH THE SOFTWARE.

21. Limitation of Liability

SENSU INC’S LIABILITY TO CUSTOMER ON ANY CLAIM FOR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES AND SHALL NOT EXCEED THE AMOUNT OF THE FEES PAID BY CUSTOMER UNDER THIS AGREEMENT. SENSU INC SHALL HAVE NO LIABILITY WHATSOEVER FOR SPECIAL, CONSEQUENTIAL, OR PUNITITVE DAMAGES (INCLUDING LOSS PROFITS OR REVENUE) OF CUSTOMER OR ANY THIRD PARTY, EVEN IF SENSU INC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER MAY BRING NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THE SOFTWARE OR SERVICES PROVIDED HEREUNDER MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF THE CLAIM ON WHICH THE CAUSE OF ACTION IS BASED. THE LIMITATION IN THIS PARAGRAPH DOES NOT APPLY TO SENSU INC’S INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTION 22.

22. Infringement

Sensu Inc will indemnify Customer for any costs, expenses, or damages finally awarded against Customer pursuant to any claim, demand, or cause of action (“Demand”) by a third party to the extent based upon a claim that the Software infringes such third party’s U.S. intellectual property rights. Sensu Inc’s obligations under this paragraph will not apply to any Demand to the extent it arises from (i) Sensu Core; (ii) Customer’s misuse of the Software or use of the Software outside the scope of this Agreement; or (iii) modification of the Software other than by Sensu Inc. If the Software is determined to infringe or, in Sensu Inc’s view, is likely to be found to infringe third-party rights, Sensu Inc will, at its sole option and its expense, either procure for Customer the right to continue using the Software or replace or modify the Software so that it becomes noninfringing. If, in Sensu Inc’s sole opinion, neither option is desirable, Sensu Inc may terminate the license and refund to Customer a pro rata portion of the applicable fees based on a 6month use period. The remedies stated in this SECTION are Customer’s sole and exclusive remedies in the event of infringement.

23. Transfer/Assignment

Subject to prior approval by Sensu Inc, Customer may transfer the Software to a single recipient on a permanent basis provided Customer retains no copies of the Software and the recipient agrees in writing to the terms and conditions of this Agreement. Sensu Inc may assign this Agreement at any time without prior consent of Customer.

24. Attorney Fees

In any arbitration or litigation relating to this Agreement, the prevailing party will be entitled to recover all reasonable expenses of arbitration or litigation, including reasonable attorney fees at trial and on any appeal or petition for review, as determined by the judge or arbitrator.

25. Counterparts

This agreement may be executed in one or more counterparts. Transmission of a signed copy by fax will have the same effect as delivery of the signed original.

26. Force Majeure

Sensu Inc will not be responsible for delays or failures in performance resulting from causes beyond its control. Such causes include without limitation acts of God, war, riot, earthquake, embargo, acts of civil or military authorities, fire, flood, accident, strike, and shortages of transportation, facilities, fuel, energy, labor or material and any breakdown or interruption in service of communications, telecommunications, Internet, satellite, or any other medium of contact currently used or used in the future.

27. Governing Law; Venue

This agreement is governed by Oregon law, excluding choice-of-law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods. The state and federal courts of Oregon will have exclusive jurisdiction over the parties with respect to any dispute or controversy between them arising under or in connection with this Agreement. Venue for purposes of litigation will be Multnomah County, Oregon, and the parties waive all claims that such a forum is inconvenient or that a more convenient forum can be found.

28. Survival

Provisions regarding responsibility for use, rights in Software, and limitations, and all other provisions that could reasonably be expected to survive termination, will remain in effect following termination or expiration of this Agreement.

29. Independent Contractor Status

Sensu Inc is an independent contractor and not an employee or agent of Customer. Sensu Inc employees will not be eligible for any Customer-provided employee benefits.

30. Modification and Waiver

No modification or waiver of the provisions of this Agreement will be binding unless made in writing and signed by both parties. NO DIFFERENT OR ADDITIONAL TERMS ON ANY PURCHASE ORDER OR OTHER FORM UTILIZED BY CUSTOMER IN CONNECTION WITH THE SOFTWARE OR SENSU INC’S SERVICES WILL BE PART OF THIS AGREEMENT OR OTHERWISE BINDING ON SENSU INC.

31. Notices

Notices to Sensu Inc must be given in writing or by electronic means to Sensu Inc, PO Box 8308, Portland, OR 97207, notices@sensuapp.com. Notices to Customer must be given in writing or by electronic means to the contact information provided by Customer as part of the registration process. A party may change its address, e-mail address, or fax number for notices by giving the other party notice of the change. Notice will be deemed given at the earliest of (a) the date received; (b) if sent by overnight courier, the next business day; or (c) if sent by U.S. certified mail, return receipt requested, the fourth (4th) following business day.

32. Severability

If any restriction in this Agreement exceeds that permitted under applicable law, it is to be deemed modified to include the maximum permissible restriction. If any provision is nonetheless held unenforceable in any jurisdiction, the enforceability of this Agreement in any other jurisdiction and the enforceability of the remaining provisions in that jurisdiction will not be affected.


EXHIBIT A: MIT LICENSE

The MIT License (MIT)

Copyright (c) 2014 Sonian Inc.

Permission is hereby granted, free of charge, to any person obtaining a copy
of this software and associated documentation files (the “Software”), to deal
in the Software without restriction, including without limitation the rights
to use, copy, modify, merge, publish, distribute, sublicense, and/or sell
copies of the Software, and to permit persons to whom the Software is
furnished to do so, subject to the following conditions:

The above copyright notice and this permission notice shall be included in
all copies or substantial portions of the Software.

THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN
THE SOFTWARE.


EXHIBIT B: Standard Support Services

Contacts

Sensu Enterprise Support is available Monday - Friday, 8:00 AM - 6:00 PM (Pacific Time), excluding holidays. To contact Support, please email support@sensuapp.org or visit https://helpdesk.sensuapp.org (coming soon).

Response & Resolution Times

Support requests are responded to in the order in which they are received. Sensu Inc will make commercially reasonable efforts to meet the Response and Resolution Times set out in the following Service Level Agreement (SLA) for paid licenses. Support for Beta Licenses will be provided based on available resources.

Service Level Response Times Resolution Time
Level 1 4-hours, Monday-Friday 8:00 AM - 6:00 PM (Pacific Time) Next Business Day
Level 2 Next Business Day 2 Business Days
Level 3 2 Business Days 5 Business Days
Level 4 5 Business Days N/A

Definitions

The “Service”

For purposes of this SLA, the “Service” includes all documented functions of the Sensu Enterprise sensu-client and sensu-server (including the the Sensu API), as well as configuration of the Sensu stack (including RabbitMQ*, and Redis*).

* support for third-party tools such as RabbitMQ and/or Redis is provided on a “best effort” basis.

Service Levels

Level Requirement
Level 1 Service interruptions in a production environment which cannot be resolved by restarting the Service(s); critical security vulnerabilities.
Level 2 Intermittent Service interruptions in a production environment which can be temporarily resolved by restarting the Service(s) and/or by some other known workaround; non-critical security vulnerabilities.
Level 3 Service interruptions in a non-production environment.
Level 4 New feature and/or other change requests.

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