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Flatcar Buildbot 2023-04-24 07:14:44 +00:00 committed by Krzesimir Nowak
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JasPer License Version 2.0
Copyright (c) 2001-2016 Michael David Adams
Copyright (c) 1999-2000 Image Power, Inc.
Copyright (c) 1999-2000 The University of British Columbia
All rights reserved.
Permission is hereby granted, free of charge, to any person (the
"User") 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, 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:
1. The above copyright notices and this permission notice (which
includes the disclaimer below) shall be included in all copies or
substantial portions of the Software.
2. The name of a copyright holder shall not be used to endorse or
promote products derived from the Software without specific prior
written permission.
THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS
LICENSE. NO USE OF THE SOFTWARE IS AUTHORIZED HEREUNDER EXCEPT UNDER
THIS DISCLAIMER. THE SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS
"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 OF THIRD PARTY RIGHTS. IN NO
EVENT SHALL THE COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, OR ANY SPECIAL
INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING
FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT,
NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION
WITH THE USE OR PERFORMANCE OF THIS SOFTWARE. NO ASSURANCES ARE
PROVIDED BY THE COPYRIGHT HOLDERS THAT THE SOFTWARE DOES NOT INFRINGE
THE PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER ENTITY.
EACH COPYRIGHT HOLDER DISCLAIMS ANY LIABILITY TO THE USER FOR CLAIMS
BROUGHT BY ANY OTHER ENTITY BASED ON INFRINGEMENT OF INTELLECTUAL
PROPERTY RIGHTS OR OTHERWISE. AS A CONDITION TO EXERCISING THE RIGHTS
GRANTED HEREUNDER, EACH USER HEREBY ASSUMES SOLE RESPONSIBILITY TO SECURE
ANY OTHER INTELLECTUAL PROPERTY RIGHTS NEEDED, IF ANY. THE SOFTWARE
IS NOT FAULT-TOLERANT AND IS NOT INTENDED FOR USE IN MISSION-CRITICAL
SYSTEMS, SUCH AS THOSE USED IN THE OPERATION OF NUCLEAR FACILITIES,
AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL
SYSTEMS, DIRECT LIFE SUPPORT MACHINES, OR WEAPONS SYSTEMS, IN WHICH
THE FAILURE OF THE SOFTWARE OR SYSTEM COULD LEAD DIRECTLY TO DEATH,
PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE ("HIGH
RISK ACTIVITIES"). THE COPYRIGHT HOLDERS SPECIFICALLY DISCLAIM ANY
EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES.

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TENABLE NETWORK SECURITY, INC.
NESSUS
SOFTWARE LICENSE AGREEMENT
This is a legal agreement ("Agreement") between Tenable Network Security, Inc., a Delaware corporation having offices at 8830 Stanford Boulevard, Suite 312, Columbia, MD 21045 ("Tenable"), and you, the party licensing Software and obtaining the feed services ("You"). This Agreement covers your permitted use of the Software and the Services. BY CLICKING BELOW YOU INDICATE YOUR ACCEPTANCE OF THIS AGREEMENT AND YOU ACKNOWLEDGE THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, UNDERSTAND THEM, AND AGREE TO BE LEGALLY BOUND BY THEM. If You do not agree with the terms of this Agreement, You may not use the Software, as such term is defined below. The Software can only be provided to You by Tenable. The term "Agreement" includes any exhibits to the document.
1. Grant of Software License.
(a) Grant. Subject to the terms and conditions, and your acceptance, of this Agreement, Tenable grants to You a perpetual, non-exclusive, non-transferable license (the "License") in object code form only to use the Software (i) solely for Your internal operations and internal security purposes to seek and assess information technology vulnerabilities events for Your own networks; and (ii) to provide services to third parties to seek and assess information technology vulnerabilities events on the third party's network. Any rights in the Software not granted in this Agreement are expressly reserved by Tenable.
(b) Definition of Software.
(i) The term "Software" means (i) Nessus 3.x that You download from any Tenable website, including www.nessus.org, or obtain via CD or any other method; (ii) the associated user manuals and user documentation, if any, as well as any patches, updates, improvements, additions, enhancements and other modifications or revised versions of Nessus 3.x that may be provided to You by Tenable from time to time that were developed by Tenable; and (iii) any Nessus daemons, command line interfaces, and/or any graphical user interfaces You obtain from Tenable that were developed by Tenable.
(ii) Any Software that is not marked as copyrighted by Tenable are not Software as defined under this Agreement and are subject to other license terms.
(iii) Tenable has the right to, or the right to license, the Software, including any libraries licensed under LGPL. Contact Tenable for more details.
(c) Maintenance and Support. Tenable will not provide any maintenance or support services as part of this Agreement unless You obtain a "Direct Feed Subscription", as such term is defined in Exhibit A, from Tenable.
2. Subscriptions.
You may obtain a subscription to receive Plugins (as such term is defined in Exhibit A) and updates to the Plugins as further described in Exhibit A, which is incorporated herein by reference.
3. Term.
This Agreement commences on the date on which You execute this Agreement or download, install or use the Software (whichever occurs first) (the "Effective Date") and continues until it is terminated according to the terms of this Agreement.
4. Intellectual Property.
This Agreement does not transfer to You any title to or any ownership right or interest in the Software. You acknowledge that Tenable owns and retains all right, title and interest in and to the Software. All enhancements, modifications and derivative works that Tenable makes to the Software or accompanying documentation, and all intellectual property rights therein, will be the property of Tenable. Your rights with respect to the Software are limited to the right to use the Software pursuant to the terms and conditions in this Agreement.
5. No Reverse Engineering, Other Restrictions.
You may not directly or indirectly: (i) sell, lease, redistribute or transfer any of the Software on a stand-alone basis; (ii) decompile, disassemble, reverse engineer, or otherwise attempt to derive, obtain or modify the source code of the Software; (iii) reproduce, modify, translate or create derivative works of all or part any of the Software; (iv) rent, lease or loan the Software in any form to any third party or otherwise allow a third party to use the Software; or (v) remove, alter or obscure any proprietary notice, labels, or marks on the Software. You may not sublicense any of the rights granted to You in this Agreement. You may not distribute or otherwise provide Software to third parties. You are responsible for all use of the Software and for compliance with this Agreement; any breach by You or any user using the Software on Your behalf shall be deemed to have been made by You.
6. Restrictions on Third Party Use and Access.
You agree not to deliver or otherwise make available the Software, in whole or in part, to any party other than Tenable, except for purposes specifically related to Your use of the Software without Tenable's prior written consent. You agree to use Your best efforts and to take all reasonable steps to ensure that no unauthorized parties have access to the Software and that no unauthorized copy, publication, disclosure or distribution of the Software, in whole or in part, in any form is made by You or any third party. You agree to notify Tenable of any unauthorized access to, or use, copying, publication, disclosure or distribution of, the Software. You acknowledge that the Software contains valuable confidential information and trade secrets of Tenable or its affiliates and their licensors or suppliers, and that unauthorized access to, or use, copying, publication, disclosure or distribution of, the Software is harmful to Tenable or its affiliates and their licensors or suppliers.
7. Confidentiality.
As used in this Agreement, "Confidential Information" means any and all information and material that: (i) gives of Tenable some competitive business advantage or the opportunity of obtaining such advantage or is otherwise confidential or a trade secret; (ii) is marked "Confidential," "Restricted," or "Confidential Information" or other similar marking; (iii) is known by You to be confidential or proprietary; or (iv) from all the relevant circumstances, should reasonably be assumed by You to be confidential or proprietary. Confidential Information includes the Software. Confidential Information does not include any information that You can prove: (a) was already known to You without restrictions at the time of its disclosure by Tenable; (b) after its disclosure by Tenable, is made known to You without restrictions by a third party having the right to do so; (c) is or becomes publicly known without violation of this Agreement; or (d) is independently developed by You without reference to the Confidential Information. Confidential Information will remain the property of Tenable, and You will not be deemed by virtue of this Agreement or any access to the Confidential Information to have acquired any right, title or interest in or to the Confidential Information. You may not copy any Confidential Information without Tenable's prior written permission. You may not remove any copyright, trademark, proprietary rights or other notices included in or affixed to any Confidential Information. You may not use the Confidential Information for Your or a third party's benefit, competitive development or any other purpose. You agree: (I) to hold the Confidential Information in strict confidence; (II) to limit disclosure of the Confidential Information to Your own employees having a need to know the Confidential Information for the purposes of this Agreement; (III) not to disclose any Confidential Information to any third party; (IV) to use the Confidential Information solely and exclusively in accordance with the terms of this Agreement in order to carry out Your obligations and exercise Your rights under this Agreement; (V) to afford the Confidential Information at least the same level of protection against unauthorized disclosure or use as You normally uses to protect Your own information of a similar character, but in no event less than reasonable care; and (VI) to notify Tenable promptly of any unauthorized use or disclosure of the Confidential Information and to cooperate with and assist Tenable in every reasonable way to stop or minimize such unauthorized use or disclosure. You agree that if a court of competent jurisdiction determines that You have breached, or attempted or threatened to breach, Your confidentiality obligations to Tenable or Tenable's proprietary rights, money damages, Tenable will suffer irreparable harm and that monetary damages will be inadequate to compensate Tenable for such breach. Accordingly, Tenable, in addition to and not in lieu of any other rights, remedies or damages available to it at law or in equity, shall be entitled to seek appropriate injunctive relief and other measures restraining further attempted or threatened breaches of such obligations without requirement to post any bond.
8. Warranty and Disclaimer.
(a) Software. Tenable warrants that, for a period of thirty (30) days from the Effective Date (the "Warranty Period"), the unmodified Software will, under normal use, substantially perform the functions described in its technical documentation. If there has been a breach of this warranty, then Tenable's sole obligation, and Your exclusive remedy, will be for Tenable, at its option, to correct the performance of the Software at no charge so that it substantially performs the functions described in its technical documentation or to replace the Software. You acknowledge that, because the license for the Software is at no charge, the remedies described in the preceding sentence are sufficient and can not fail of their essential purpose.
(b) Disclaimer. EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 8(a), TENABLE DOES NOT MAKE ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INTEGRATION, PERFORMANCE AND ACCURACY, AND ANY IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION, OR MODIFICATION UNDER APPLICABLE LAW. TENABLE MAKES NO WARRANTY THAT THE SOFTWARE WILL OPERATE ERROR-FREE, FREE OF ANY SECURITY DEFECTS OR IN AN UNINTERRUPTED MANNER.
9. Exclusion Damages.
UNDER NO CIRCUMSTANCES WILL TENABLE BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR DIRECT (INCLUDING FOR NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, MISREPRESENTATION AND OTHER CONTRACT OR TORT CLAIMS), INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, MISREPRESENTATION AND OTHER CONTRACT OR TORT CLAIMS; LOST PROFITS; OR ANY DAMAGES RESULTING FROM LOSS OF DATA, SECURITY BREACH, PROPERTY DAMAGE, LOSS OF REVENUE, LOSS OF BUSINESS OR LOST SAVINGS), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE PERFORMANCE OF THE SOFTWARE OR OF ANY OTHER OBLIGATIONS RELATING TO THIS AGREEMENT, WHETHER OR NOT TENABLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR VERIFYING THE SECURITY, ACCURACY AND ADEQUACY OF ANY OUTPUT FROM THE SOFTWARE, AND FOR ANY RELIANCE THEREON.
10. Additional Provisions Regarding Liability.
The parties agree that the foregoing limitations will not be read so as to limit any liability to an extent that would not be permitted under applicable law and specifically will not limit any liability for gross negligence, intentional tortious or unlawful conduct or damages for strict liability that may not be limited by law.
11. Indemnification.
Each of the parties acknowledges and agrees that by entering into and performing its obligations under this Agreement, Tenable will not assume and should not be exposed to the business and operational risks associated with Your business. You acknowledge that Your use of the Software is only a portion of Your overall security solution and that Tenable is not responsible for Your overall security solution. As between You and Tenable, You are (and Tenable is not) responsible for the success or failure of such security solution. Accordingly, You agree that you will, at your expense, indemnify, defend and hold Tenable harmless in all claims and actions that seek compensation of any kind for injury or death to persons and/or for damage to property, and that arise out of or relate to Your security solutions or Your use of the Software or the solutions You provide to a third party through Your use of the Software. You also agree to pay all settlements, costs, damages, legal fees and expenses finally awarded in all such claims and actions.
12. Legal Compliance; Restricted Rights.
The Software are provided solely for lawful purposes and use. You are solely responsible for, and agree to perform your obligations in a manner that complies with all applicable national, regional and local laws, statutes, ordinances, regulations, codes and other types of government authority (including those governing export control, unfair competition, anti-discrimination, false advertising, privacy and data protection, and publicity and those identifying and procuring required permits, licenses, approvals, and other consents) ("Laws"). If a charge is made that You are not complying with any such Laws, You will promptly notify Tenable of such charges in writing. Without limiting the foregoing, You agree to comply with all U.S. export Laws and applicable export Laws of Your locality (if You are not in the United States), to ensure that no information or technical data provided pursuant to this Agreement is exported or re-exported directly or indirectly in violation of Law or without first obtaining all required authorizations or licenses. You will, at Your sole cost and expense, obtain and maintain in effect all permits, licenses, approvals and other consents related to Your obligations under this Agreement. You agree, at Your expense, to comply with all foreign exchange and other Laws applicable to You. The Software is licensed subject to Tenable's standard commercial agreement; Software licensed for use by the United States government is provided with "Restricted Rights" only as defined in 48 C.F.R. _52.227-14 and 48 C.F.R. _252.227-7014 if the commercial terms are deemed not to apply.
13. Termination.
(a) You may terminate this Agreement at any time by destroying or returning to Tenable the Software, together with all copies, modifications and merged portions of the Software in any form.
(b) This Agreement and Your License to use the Software shall terminate automatically if You fail to comply with any term or condition of this Agreement. Immediately after termination of this Agreement, You shall destroy or return to Tenable the Software, together with all copies, modifications and merged portions of the Software in any form, and shall certify to Tenable in writing that through Your best efforts and to the best of your knowledge all such materials have been destroyed or returned to Tenable and removed from host computers on which Software resided.
14. Governing Law.
This Agreement shall be governed in all respects by the laws of the State of Maryland, USA, without regard to choice-of-law rules or principles. You expressly agree with Tenable that this Agreement shall not be governed by the U.N. Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
15. Dispute Resolution.
You and Tenable submit to the exclusive jurisdiction of the courts of Howard County, Maryland and the United States District Court for Maryland, Baltimore Division, for any question or dispute arising out of or relating to this Agreement. Due to the high costs and time involved in commercial litigation before a jury, the parties waive all right to a jury trial with respect to any and all issues in any action or proceeding arising out of or related to this Agreement.
16. Notices.
Any notices or other communication required or permitted to be made or given by either Party pursuant to this Agreement will be in writing, in English, and will be deemed to have been duly given when delivered if delivered personally or sent by recognized overnight express courier, to the address specified herein or such other address as Tenable may specify in writing. All notices to Tenable shall be sent to the attention of the Legal Department (unless otherwise specified by Tenable).
All notices shall be sent to:
Tenable Network Security
8830 Stanford Boulevard, Suite 312
Columbia, MD 21045
Attn: Legal Department
17. Transfer and Assignment.
You may not rent, lease, lend, sublicense or otherwise provide the Software to any third party. You may not assign or otherwise transfer this Agreement without Tenable's prior written consent. You may use the Software to provide services to third parties as expressly provided in this Agreement.
18. Publicity.
You will not use Tenable's company name or any trademarks, logos, service marks or other intellectual property, or refer to Tenable or any of its employees, in any form of advertising, publicity or release without the prior written approval of Tenable, which Tenable may withhold in its sole discretion.
19. Language.
The language of this Agreement is English and all notices given under this Agreement must be in English to be effective. No translation, if any, of this Agreement or any notice will be of any effect in the interpretation of this Agreement or in determining the intent of the parties. The parties have expressly agreed that all invoices and related documents be drafted in English.
20. Third Parties.
This Agreement is not intended nor will it be interpreted to confer any benefit, right or privilege in any person or entity not a party to this Agreement. Any party who is not a party to this Agreement has no right under any Law to enforce any term of this Agreement.
21. Trademarks.
Nessus is a trademark of Tenable. Tenable does not grant to You, either expressly or by implication, any license or permission under this Agreement to use any of the Tenable marks (including trademarks, service marks, trade names, trade dress, symbols, logos, designs, domain names, slogans and other source identifiers) (collectively, the "Marks").
22. General.
This Agreement constitutes the entire agreement between the parties, and supersedes all other prior or contemporaneous communications between the parties (whether written or oral) relating to the subject matter of this Agreement. No supplement, modification or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. The provisions of this Agreement will be deemed severable, and the unenforceability of any one or more provisions will not affect the enforceability of any other provisions. In addition, if any provision of this Agreement, for any reason, is declared to be unenforceable, the parties will substitute an enforceable provision that, to the maximum extent possible under applicable law, preserves the original intentions and economic positions of the parties. No failure or delay by a party in exercising any right, power or remedy will operate as a waiver of that right, power or remedy, and no waiver will be effective unless it is in writing and signed by the waiving party. If a party waives any right, power or remedy, the waiver will not waive any successive or other right, power or remedy the party may have under this Agreement. Any provision of this Agreement that imposes or contemplates continuing obligations on a party will survive the expiration or termination of this Agreement. "Including" and its derivatives (such as "include" and "includes") mean including without limitation; this term is as defined, whether or not capitalized in this Agreement.
EXHIBIT A
TENABLE NETWORK SECURITY, INC.
SUBSCRIPTION AGREEMENT
This is a legal agreement ("Subscription Agreement") between Tenable Network Security, Inc., a Delaware corporation having offices at 8830 Stanford Boulevard, Suite 312, Columbia, MD 21045 ("Tenable"), and you, the party downloading the Plugins as defined below ("You"), through Tenable's Subscription service as defined below. This Subscription Agreement covers your permitted use of the Plugins. BY CLICKING BELOW YOU INDICATE YOUR ACCEPTANCE OF THIS SUBSCRIPTION AGREEMENT AND YOU ACKNOWLEDGE THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS OF THIS SUBSCRIPTION AGREEMENT, UNDERSTAND THEM, AND AGREE TO BE LEGALLY BOUND BY THEM. If You do not agree with the terms of this Subscription Agreement, You may not use the Plugins as defined below. The Plugins can only be provided to You by Tenable.
1) Grant of Plugins License.
i) Grant. Subject to the terms and conditions, and your acceptance, of this Subscription Agreement, Tenable grants to You a perpetual, non-exclusive, non-transferable license (the "License") in object code form only to use the Plugins (a) solely for Your internal operations and internal security purposes to seek and assess information technology vulnerabilities events for Your own networks; and (b) to provide services to third parties to seek and assess information technology vulnerabilities events on the third party's network. Any rights in the Plugins not granted in this Subscription Agreement are expressly reserved by Tenable.
ii) Definition of Plugins. The term "Plugins" means (i) any plugins (and related updates) that are marked as copyrighted by Tenable. Any plugins or components that are not marked as copyrighted by Tenable are not Plugins as defined under this Subscription Agreement and are subject to other license terms.
iii) Use. You agree to use the Plugins only in conjunction with Nessus or NeWT vulnerability scanner programs obtained directly from www.nessus.org or www.tenablesecurity.com and registered with Tenable ("Registered Scanners") and for which You have paid the applicable fee, if any. Your use of the Plugins will be in accordance with one of the Subscriptions described in Section 2 below.
2) Subscriptions.
i) General. The Registered Feed Subscription and Direct Feed Subscription include vulnerability detection programs not developed by Tenable or its licensors, which are licensed to You under separate agreements. The terms and conditions of this Subscription Agreement do not apply to such vulnerability detection programs.
ii) Registered Feed Subscription. The Registered Feed Subscription permits You to use the Plugins in conjunction with Registered Scanners to detect vulnerabilities only on your system or network or on the system or network of a third party for which you perform scanning services, auditing services, incident response services, vulnerability assessment services or other security consulting services.
iii) Direct Feed Subscription. The Direct Feed Subscription permits You to use the Plugins in conjunction with Registered Scanners to detect vulnerabilities only on your system or network or on the system or network of a third party for which you perform scanning services, auditing services, incident response services, vulnerability assessment services or other security consulting services; provided that You have paid the applicable annual subscription fee for each Registered Scanner in conjunction with which You will use the Plugins. You will receive the Direct Feed Subscription and email support if you use this Direct Feed Subscription with the Supported commercial version of Nessus (for clarification, a commercial version of Nessus means Nessus version 3 or better which was developed, copyrighted and distributed by Tenable and not released as open source or licensed under the GPL). The term "Supported" means the list of Operating System distribution(s) included in the Plugin FAQ or Nessus FAQ found on any Tenable website, including www.nessus.org. For the Direct Feed Subscription, You agree to pay a subscription fee to Tenable for each system on which you have installed a Registered Scanner.
3) Term.
This Subscription Agreement commences on the date on which You execute this Subscription Agreement or download, install or use the Plugins (whichever occurs first) (the "Effective Date") and continues until it is terminated according to the terms of this Subscription Agreement.
4) Intellectual Property.
This Subscription Agreement does not transfer to You any title to or any ownership right or interest in the Plugins. You acknowledge that Tenable owns and retains all right, title and interest in and to the Plugins. All enhancements, modifications and derivative works that Tenable makes to the Plugins or accompanying documentation, and all intellectual property rights therein, will be the property of Tenable. Your rights with respect to the Plugins are limited to the right to use the Plugins pursuant to the terms and conditions in this Subscription Agreement.
5) No Reverse Engineering, Other Restrictions.
You may not directly or indirectly: (i) sell, lease, redistribute or transfer any of the Plugins on a stand-alone basis; (ii) decompile, disassemble, reverse engineer, or otherwise attempt to derive, obtain or modify the source code of the Plugins; (iii) reproduce, modify, translate or create derivative works of all or part any of the Plugins; (iv) rent, lease or loan the Plugins in any form to any third party or otherwise allow a third party to use the Plugins; or (v) remove, alter or obscure any proprietary notice, labels, or marks on the Plugins. You may not sublicense any of the rights granted to You in this Subscription Agreement. You may not distribute or otherwise provide Plugins to third parties. You are responsible for all use of the Plugins and for compliance with this Subscription Agreement; any breach by You or any user using the Plugins on Your behalf shall be deemed to have been made by You.
6) Restrictions on Third Party Use and Access.
You agree not to deliver or otherwise make available the Plugins, in whole or in part, to any party other than Tenable, except for purposes specifically related to Your use of the Plugins without Tenable's prior written consent. You agree to use Your best efforts and to take all reasonable steps to ensure that no unauthorized parties have access to the Plugins and that no unauthorized copy, publication, disclosure or distribution of the Plugins, in whole or in part, in any form is made by You or any third party. You agree to notify Tenable of any unauthorized access to, or use, copying, publication, disclosure or distribution of the Plugins. You acknowledge that the Plugins contains valuable confidential information and trade secrets of Tenable or its affiliates and their licensors or suppliers, and that unauthorized access to, or use, copying, publication, disclosure or distribution of the Plugins is harmful to Tenable or its affiliates and their licensors or suppliers.
7) Confidentiality.
As used in this Subscription Agreement, "Confidential Information" means any and all information and material that: (i) gives of Tenable some competitive business advantage or the opportunity of obtaining such advantage or is otherwise confidential or a trade secret; (ii) is marked "Confidential," "Restricted," or "Confidential Information" or other similar marking; (iii) is known by You to be confidential or proprietary; or (iv) from all the relevant circumstances, should reasonably be assumed by You to be confidential or proprietary. Confidential Information includes the Plugins and Subscriptions. Confidential Information does not include any information that You can prove: (a) was already known to You without restrictions at the time of its disclosure by Tenable; (b) after its disclosure by Tenable, is made known to You without restrictions by a third party having the right to do so; (c) is or becomes publicly known without violation of this Subscription Agreement; or (d) is independently developed by You without reference to the Confidential Information. Confidential Information will remain the property of Tenable, and You will not be deemed by virtue of this Subscription Agreement or any access to the Confidential Information to have acquired any right, title or interest in or to the Confidential Information. You may not copy any Confidential Information without Tenable's prior written permission. You may not remove any copyright, trademark, proprietary rights or other notices included in or affixed to any Confidential Information. You may not use the Confidential Information for Your or a third party's benefit, competitive development or any other purpose. You agree: (I) to hold the Confidential Information in strict confidence; (II) to limit disclosure of the Confidential Information to Your own employees having a need to know the Confidential Information for the purposes of this Subscription Agreement; (III) not to disclose any Confidential Information to any third party; (IV) to use the Confidential Information solely and exclusively in accordance with the terms of this Subscription Agreement in order to carry out Your obligations and exercise Your rights under this Subscription Agreement; (V) to afford the Confidential Information at least the same level of protection against unauthorized disclosure or use as You normally uses to protect Your own information of a similar character, but in no event less than reasonable care; and (VI) to notify Tenable promptly of any unauthorized use or disclosure of the Confidential Information and to cooperate with and assist Tenable in every reasonable way to stop or minimize such unauthorized use or disclosure. You agree that if a court of competent jurisdiction determines that You have breached, or attempted or threatened to breach, Your confidentiality obligations to Tenable or Tenable's proprietary rights, money damages, Tenable will suffer irreparable harm and that monetary damages will be inadequate to compensate Tenable for such breach. Accordingly, Tenable, in addition to and not in lieu of any other rights, remedies or damages available to it at law or in equity, shall be entitled to seek appropriate injunctive relief and other measures restraining further attempted or threatened breaches of such obligations without requirement to post any bond.
8) Disclaimer of Warranties.
YOU EXPRESSLY AGREE THAT USE OF THE PLUGINS AND THE SUBSCRIPTIONS ARE AT YOUR SOLE RISK. THE SUBSCRIPTONS ARE AVAILABLE STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS. TENABLE DOES NOT MAKE ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INTEGRATION, PERFORMANCE AND ACCURACY, AND ANY IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION, OR MODIFICATION UNDER APPLICABLE LAW. TENABLE MAKES NO WARRANTY THAT THE PLUGINS OR SUBSCRIPTIONS WILL OPERATE ERROR-FREE, FREE OF ANY SECURITY DEFECTS OR IN AN UNINTERRUPTED MANNER.
9) Limitation of Liability.
IF YOU SHOULD BECOME ENTITLED TO CLAIM DAMAGES FROM TENABLE (INCLUDING FOR NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, MISREPRESENTATION AND OTHER CONTRACT OR TORT CLAIMS) TENABLE WILL BE LIABLE ONLY FOR THE AMOUNT OF YOUR ACTUAL DIRECT DAMAGES, NOT TO EXCEED (IN THE AGGREGATE FOR ALL CLAIMS) THE FEES, IF ANY, YOU PAID TO TENABLE
10) Exclusion of Other Damages.
UNDER NO CIRCUMSTANCES WILL TENABLE BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, MISREPRESENTATION AND OTHER CONTRACT OR TORT CLAIMS; LOST PROFITS; OR ANY DAMAGES RESULTING FROM LOSS OF DATA, SECURITY BREACH, PROPERTY DAMAGE, LOSS OF REVENUE, LOSS OF BUSINESS OR LOST SAVINGS), ARISING OUT OF OR IN CONNECTION WITH THIS SUBSCRIPTION AGREEMENT, THE PERFORMANCE OF THE PLUGINS OR SUBSCRIPTIONS OR OF ANY OTHER OBLIGATIONS RELATING TO THIS SUBSCRIPTION AGREEMENT, WHETHER OR NOT TENABLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR VERIFYING THE SECURITY, ACCURACY AND ADEQUACY OF ANY OUTPUT FROM THE PLUGINS AND SUBSCRIPTIONS, AND FOR ANY RELIANCE THEREON.
11) Additional Provisions Regarding Liability.
The parties agree that the foregoing limitations will not be read so as to limit any liability to an extent that would not be permitted under applicable law and specifically will not limit any liability for gross negligence, intentional tortious or unlawful conduct or damages for strict liability that may not be limited by law.
12) Indemnification.
Each of the parties acknowledges and agrees that by entering into and performing its obligations under this Subscription Agreement, Tenable will not assume and should not be exposed to the business and operational risks associated with Your business. You acknowledge that Your use of the Plugins and Subscriptions is only a portion of Your overall security solution and that Tenable is not responsible for Your overall security solution. As between You and Tenable, You are (and Tenable is not) responsible for the success or failure of such security solution. Accordingly, You agree that you will, at your expense, indemnify, defend and hold Tenable harmless in all claims and actions that seek compensation of any kind for injury or death to persons and/or for damage to property, and that arise out of or relate to Your security solutions or Your use of the Plugins and Subscriptions, or the solutions You provide to a third party through Your use of the Plugins and Subscriptions. You also agree to pay all settlements, costs, damages, legal fees and expenses finally awarded in all such claims and actions.
13) Your Payment Obligations.
If You obtain a Direct Feed Subscription, You agree to pay any and all amounts due or incurred by You as specified in the invoice provided by Tenable in consideration for Your obtaining such Direct Feed Subscription (the "Fees"). Payment is due within thirty (30) days of the date of invoice. You agree to pay directly or reimburse Tenable for any taxes (including, sales or excise taxes, value added taxes, landing fees, import duties and the like), however designated and whether foreign or domestic, arising out of this Agreement, imposed on the Plugins or the use thereof, or Tenable's performance under this Agreement. You agree to pay Tenable's invoices without deducting any present or future taxes, withholdings or other charges except those deductions it is legally required to make. If You are legally required to make any deductions, You agree to pay Tenable such amounts as are necessary to make the net amounts remaining after such deductions equal to the stated amount due under this Agreement. The payments or reimbursements will be in such amounts as are sufficient to relieve Tenable from owing any further taxes, either directly or on the basis of the payments made under this Agreement. Notwithstanding the foregoing, Tenable will be solely responsible for its income tax obligations and all employer reporting and payment obligations with respect to its personnel. You agree to pay any interest and penalties imposed by any taxing authorities to the extent such interest and penalties are applicable to taxes not paid at Your request or as a result of reliance by Tenable on Your representations. If a certificate of exemption or similar document or proceeding is necessary in order to exempt any transaction from a tax, You will obtain such certificate or document.
14) Legal Compliance; Restricted Rights.
The Plugins and Subscriptions are provided solely for lawful purposes and use. You are solely responsible for, and agree to perform your obligations in a manner that complies with all applicable national, regional and local laws, statutes, ordinances, regulations, codes and other types of government authority (including those governing export control, unfair competition, anti-discrimination, false advertising, privacy and data protection, and publicity and those identifying and procuring required permits, licenses, approvals, and other consents) ("Laws"). If a charge is made that You are not complying with any such Laws, You will promptly notify Tenable of such charges in writing. Without limiting the foregoing, You agree to comply with all U.S. export Laws and applicable export Laws of Your locality (if You are not in the United States), to ensure that no information or technical data provided pursuant to this Subscription Agreement is exported or re-exported directly or indirectly in violation of Law or without first obtaining all required authorizations or licenses. You will, at Your sole cost and expense, obtain and maintain in effect all permits, licenses, approvals and other consents related to Your obligations under this Subscription Agreement. You agree, at Your expense, to comply with all foreign exchange and other Laws applicable to You. The Plugins is licensed subject to Tenable's standard commercial agreement; Plugins licensed for use by the United States government is provided with "Restricted Rights" only as defined in 48 C.F.R. _52.227-14 and 48 C.F.R. _252.227-7014 if the commercial terms are deemed not to apply.
15) Termination.
i) You may terminate this Subscription Agreement at any time by destroying or returning to Tenable the Plugins, together with all copies, modifications and merged portions of the Plugins in any form.
ii) This Subscription Agreement and Your License to use the Plugins and Subscriptions shall terminate automatically if You fail to comply with any term or condition of this Subscription Agreement or if the Nessus Software License Agreement between You and Tenable terminates. Immediately after termination of this Subscription Agreement, You shall destroy or return to Tenable the Plugins, together with all copies, modifications and merged portions of the Plugins in any form, and shall certify to Tenable in writing that through Your best efforts and to the best of your knowledge all such materials have been destroyed or returned to Tenable and removed from host computers on which Plugins resided.
16) Governing Law.
This Subscription Agreement shall be governed in all respects by the laws of the State of Maryland, USA, without regard to choice-of-law rules or principles. You expressly agree with Tenable that this Subscription Agreement shall not be governed by the U.N. Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
17) Dispute Resolution.
You and Tenable submit to the exclusive jurisdiction of the courts of Howard County, Maryland and the United States District Court for Maryland, Baltimore Division, for any question or dispute arising out of or relating to this Subscription Agreement. Due to the high costs and time involved in commercial litigation before a jury, the parties waive all right to a jury trial with respect to any and all issues in any action or proceeding arising out of or related to this Subscription Agreement.
18) Notices.
Any notices or other communication required or permitted to be made or given by either Party pursuant to this Subscription Agreement will be in writing, in English, and will be deemed to have been duly given when delivered if delivered personally or sent by recognized overnight express courier, to the address specified herein or such other address as Tenable may specify in writing. All notices to Tenable shall be sent to the attention of the Legal Department (unless otherwise specified by Tenable).
All notices shall be sent to:
Tenable Network Security
8830 Stanford Boulevard, Suite 312
Columbia, MD 21045
Attn: Legal Department
19) Transfer and Assignment.
You may not rent, lease, lend, sublicense or otherwise provide the Plugins to any third party. You may not assign or otherwise transfer this Subscription Agreement without Tenable's prior written consent. You may use the Plugins and Subscriptions to provide services to third parties as expressly provided in this Subscription Agreement.
20) Publicity.
You will not use Tenable's company name or any trademarks, logos, service marks or other intellectual property, or refer to Tenable or any of its employees, in any form of advertising, publicity or release without the prior written approval of Tenable, which Tenable may withhold in its sole discretion.
21) Language.
The language of this Subscription Agreement is English and all notices given under this Subscription Agreement must be in English to be effective. No translation, if any, of this Subscription Agreement or any notice will be of any effect in the interpretation of this Subscription Agreement or in determining the intent of the parties. The parties have expressly agreed that all invoices and related documents be drafted in English.
22) Third Parties.
This Subscription Agreement is not intended nor will it be interpreted to confer any benefit, right or privilege in any person or entity not a party to this Subscription Agreement. Any party who is not a party to this Subscription Agreement has no right under any Law to enforce any term of this Subscription Agreement.
23) Trademarks.
Nessus is a trademark of Tenable. Tenable does not grant to You, either expressly or by implication, any license or permission under this Subscription Agreement to use any of the Tenable marks (including trademarks, service marks, trade names, trade dress, symbols, logos, designs, domain names, slogans and other source identifiers) (collectively, the "Marks").
24) General.
This Subscription Agreement constitutes the entire agreement between the parties, and supersedes all other prior or contemporaneous communications between the parties (whether written or oral) relating to the subject matter of this Subscription Agreement. No supplement, modification or amendment of this Subscription Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to this Subscription Agreement. The provisions of this Subscription Agreement will be deemed severable, and the unenforceability of any one or more provisions will not affect the enforceability of any other provisions. In addition, if any provision of this Subscription Agreement, for any reason, is declared to be unenforceable, the parties will substitute an enforceable provision that, to the maximum extent possible under applicable law, preserves the original intentions and economic positions of the parties. No failure or delay by a party in exercising any right, power or remedy will operate as a waiver of that right, power or remedy, and no waiver will be effective unless it is in writing and signed by the waiving party. If a party waives any right, power or remedy, the waiver will not waive any successive or other right, power or remedy the party may have under this Subscription Agreement. Any provision of this Subscription Agreement that imposes or contemplates continuing obligations on a party will survive the expiration or termination of this Subscription Agreement. "Including" and its derivatives (such as "include" and "includes") mean including without limitation; this term is as defined, whether or not capitalized in this Subscription Agreement.

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ODESK TEAM LICENSE AGREEMENT
This License Agreement is a legal agreement between the User (an
individual or an entity) and oDesk Corp. for (a) the Software Product
identified above, which includes computer software and electronic
documentation, and (b) the Service provided by oDesk web-site and web
services. The User should carefully read the following terms and
conditions before using the Software Product.
The Software Product is licensed, not sold. The Software Product is
protected by copyright laws and international copyright treaties, as well as
other intellectual property laws and treaties. By installing, copying, or
otherwise using the Software Product, the User is agreeing to be bound
by the terms of this Agreement. If the User does not agree to the terms
of this Agreement, the User is not authorized to use the Software
Product or the Service.
1. GRANT OF LICENSE. oDesk grants the User the non-exclusive right to
install and use the Software Product on a computer system. The Software
Product can only be used in conjunction with an oDesk Team Online
Account with a valid license to access the Service.
2. ACCESS TO DATA. Subject to the terms of this Agreement, the User
grants to oDesk the non-exclusive, worldwide, right to use, copy, store,
transmit and display data submitted by the User to the Service (User
Data or Content) solely to the extent necessary to provide the Service as
requested by User. All User Data shall remain the sole property of
User, unless specifically notified in advance. User, not oDesk,
shall have sole responsibility for the accuracy, quality, integrity,
legality, reliability, appropriateness and copyright of all User Data
and oDesk shall not be responsible or liable for the deletion, correction,
destruction, damage, loss or failure to store any Data. oDesk will not
monitor, edit, or disclose the contents of a user's collected data, except
that you agree that oDesk may do so: (a) if required by law; (b) to comply
with legal process; (c) to enforce this Agreement and any applicable
Guidelines, Rules, or Service-specific Terms of Service; (d) to respond to
claims that any Content violates the rights of third-parties; or (e) to
protect the rights, property, or personal safety of oDesk, its employees,
users and the public. oDesk may remove or disclose collected data on the
Service for the same reasons.
3. PRIVACY. oDesk's privacy statement may be viewed at
http://team.odesk.com/html/privacy_statement.html. oDesk reserves the right
to modify its privacy and security policies in its reasonable discretion
from time to time.
4. RESTRICTIONS. (A) The User must comply with all applicable laws
regarding the use of the Software Product and the Service. (B) The User
may not reverse engineer, decompile, or disassemble the Software Product or
the Service, or access the Service in order to build a competitive product
or service or copy any ideas, features, functions or graphics of the
Software Product or the Service. (C) The User may not rent or lease the
Software Product or copy, license, sell, transfer, make available,
distribute, or assign this license or the Content to any third-party. (D)
The User may not distribute copies of the activated Software Product to
third parties. (E) The User is permitted to store, manipulate, analyze,
reformat, print, and display the Content only for his internal business use.
Unauthorized use, resale or commercial exploitation of the Software Product,
the Service and/or the Content in any way is expressly prohibited. (F) The
User shall not create Internet "links" to the Service or "frame" or
"mirror" any Content contained on, or accessible from, the Service on any
other server or Internet-based device. (G) The User accepts oDesk's
right to audit the User compliance with this agreement by monitoring
computer and product usage.
5. TERMINATION. oDesk may terminate this license agreement if the User
fails to comply with the terms and conditions of this license agreement. In
such event, the User must destroy all copies of the Software Product.
6. NO WARRANTY. Any use of the Software Product is at the User's own
risk. To the maximum extent permitted by applicable law, oDesk and its
suppliers disclaim all warranties and conditions, either express or implied,
including, but not limited to, implied warranties of merchantability,
fitness for a particular purpose, and non-infringement.
7. NO LIABILITY FOR CONSEQUENTIAL DAMAGES. To the maximum extent permitted
by applicable law, in no event shall oDesk or its suppliers be liable for
any special, incidental, indirect, or consequential damages whatsoever
(including, without limitation, damages for loss of business profits,
business interruption, loss of business information, or any other pecuniary
loss) arising out of the use of or inability to use the Software Product,
even if oDesk has been advised of the possibility of such damages.
8. LIMITATION OF LIABILITY. oDesk's entire liability and the User's
exclusive remedy under this License Agreement shall not exceed the
User's purchase price.
9. LOCAL LAWS AND EXPORT CONTROL. This Software Product is subject to United
States export controls administered by the U.S. Department of Commerce, the
United States Department of Treasury Office of Foreign Assets Control, and
other U.S. agencies and the export control regulations of the European
Union. The User acknowledges and agrees that the Software Product shall
not be used, and none of the underlying information, software, or technology
may be transferred or otherwise exported or re-exported to Afghanistan,
Burma, Cuba, Iraq, Iran, Libya, Sudan, or any other countries to which the
United States and/or the European Union maintains an embargo (collectively,
"Embargoed Countries"), or to or by a national or resident thereof, or any
person or entity on the U.S. Department of Treasury's List of Specially
Designated Nationals or the U.S. Department of Commerce's Table of Denial
Orders (collectively, "Designated Nationals"). The lists of Embargoed
Countries and Designated Nationals are subject to change without notice. By
using this Software Product, the User represents and warrants that it is
not located in, under the control of, or a national or resident of an
Embargoed Country or Designated National. The User agrees to comply
strictly with all U.S. and European Union export laws and assumes sole
responsibility for obtaining licenses to export or re-export as may be
required. This Software Product may use encryption technology that is
subject to licensing requirements under the U.S. Export Administration
Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No.
1334/2000
oDesk and its licensors make no representation that the Service is
appropriate or available for use in other locations. If User uses the
Service from outside the United States of America and/or the European Union,
User is solely responsible for compliance with all applicable laws,
including without limitation export and import regulations of other
countries. Any diversion of the Content contrary to United States or
European Union (including European Union Member States) law is prohibited.
None of the Content, nor any information acquired through the use of the
Service, is or will be used for nuclear activities, chemical or biological
weapons, or missile projects, unless specifically authorized by the United
States Government or appropriate European body for such purposes.
Contact Information
If you have questions regarding this License Agreement, please contact our
User Support by email at support@odesk.com, by telephone at (650) 853-4100,
fax at (650) 853-4101 or postal mail at oDesk Corporation, oDesk Corporation
4200 Bohannon Drive Menlo Park, CA 94025 U.S.A.

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TENABLE MASTER AGREEMENT
This Master Agreement (this “Agreement”) is made by and between Tenable (as defined below) and the customer licensing Products
and/or receiving services (“Customer”) with an effective date as of the date Customer clicks to accept this Agreement (the “Effective
Date”). Hereinafter, each of Tenable and Customer may be referred to collectively as the “Parties” or individually as a “Party”.
1. Definitions.
(a) “Affiliate” means any entity that controls, is controlled by, or is under common control with a Party. “Control” shall mean:
(1) ownership (either directly or indirectly) of greater than fifty percent (50%) of the voting equity or other controlling equity of another
entity; or (2) power of one entity to direct the management or policies of another entity, by contract or otherwise.
(b) “Documentation” means the then-current official user manuals and/or documentation for the Products available at
docs.tenable.com (or a successor location).
(c) “Hosted Services” are a type of service offered through Tenable’s cloud-based software as a service (SaaS) platform and
include Scans and access to and use of the hosted environment (the “Hosted Environment”).
(d) “Product(s)” means any of the products that Tenable offers, including Software, Hosted Services, Hardware (if any),
Support Services and Professional Services.
(e) “Professional Services” means services purchased, including consulting services which are relevant to the implementation
and configurations of Tenable Products as well as on-site or virtual training courses. Generally, Professional Services are defined either
in a separate SOW or a Services Brief. Professional Services do not include the Hosted Services or Support Services.
(f) “Scan(s)” are a function performed by the Software and/or the Hosted Services on Scan Targets, which are conducted in
order to provide data to Customer regarding its network security. “PCI Scans” are a specific type of Scan designed to assess compliance
with the Payment Card Industry Data Security Standard. “Scan Data” is the resulting information created by the Scan. “Scan Target(s)”
are the targets or subjects of a Scan.
(g) “Services Brief” means the document which outlines Tenable’s basic, pre-packaged installation or training Professional
Services offered under a Tenable SKU and which do not require a separate SOW. Current versions of Services Briefs may be found at
http://static.tenable.com/prod_docs/tenable_slas.html (or a successor location). For the avoidance of doubt, Customer may purchase
commercial off the shelf SKU-based Professional Services without executing a separate Statement of Work. A “SOW” or “Statement
of Work” shall further describe Professional Services, the terms of which may be customized and which shall require execution by the
Customer.
(h) “Software” means each software product made available by Tenable under this Agreement for download. Software
includes patches, updates, improvements, additions, enhancements and other modifications or revised versions of the same that may be
provided to Customer by Tenable from time to time.
(i) “Technical Data” means data Customer uploads or runs through or on the Products, or is otherwise generated thereby,
including information regarding licensing metrics and product behavioral data.
(j) “Tenable” means: (i) Tenable, Inc., if Customer is a commercial entity or individual located in North or South America
(Tenable, Inc. is a Delaware corporation having offices at 6100 Merriweather Drive, 12th Floor, Columbia, MD 21044); (ii) Tenable
Public Sector LLC, if Customer is an agency or instrumentality of the United States Government, a commercial entity operating
predominantly as a federal systems integrator for eventual sale or resale or for the benefit of the United States Government, or an agency
or instrumentality of a State or local government within the United States (Tenable Public Sector LLC is a Delaware limited liability
company having offices at 6100 Merriweather Drive, 12 th Floor, Columbia, MD 21044); or (iii) Tenable Network Security Ireland
Limited, if Customer is located outside of North or South America (Tenable Network Security Ireland Limited is a private limited
company having offices at 81b Campshires, Sir John Rogerson’s Quay, Dublin 2, Ireland).
2. Orders and Transactions.
(a) Reseller Transactions. If Customer purchases Tenable Products through an authorized Tenable reseller (a “Reseller”), all
terms related to pricing, billing, invoicing and payment (“Payment Terms”) set forth in this Agreement (if any) shall not apply. For the
avoidance of doubt, all such Payment Terms shall be as agreed to between Customer and Reseller. To place an order, Customer shall
provide the Reseller with a purchase order (or other similar document acceptable to Reseller) in response to a valid quote from such
Reseller. Following Reseller’s receipt of such purchase order, Tenable shall issue a sales order confirmation or other similar order
acceptance document (the “Ordering Document”). No order shall be deemed accepted by Tenable until Tenable issues the Ordering
Document. The Ordering Document shall set forth all Products (and corresponding licensing metrics) purchased by Customer.
(b) Direct Transactions. If the Parties have agreed to transact directly, the following Payment Terms shall apply. Customer
agrees to pay all amounts due as specified in a Tenable invoice. Fees for Hosted Services are charged for access to the Host Environment
(as defined herein), not actual usage. Payment is due within thirty (30) days from the date of Tenable’s invoice to Customer. Customer
will pay directly or reimburse Tenable for any taxes (including, sales or excise taxes, value added taxes, gross receipt taxes, landing
fees, import duties and the like), however designated and whether foreign or domestic, imposed on or arising out of this Agreement.
Notwithstanding the foregoing, Tenable will be solely responsible for its income tax obligations and all employer reporting and payment
obligations with respect to its personnel. Customer agrees to pay Tenable without deducting any present or future taxes, withholdings
or other charges except those deductions it is legally required to make. If Customer is legally required to make any deductions or
withholding, Customer agrees to provide evidence of such withholding upon request. If a certificate of exemption or similar document
or proceeding is necessary in order to exempt any transaction from a tax, Customer shall provide such certificate or document to Tenable.
(c) Delivery and Installation. Delivery of Tenable Products (“Delivery”) shall be deemed to occur on the date of availability
for electronic download or electronic access. Tenable has no duty to provide installation services for Tenable Products unless installation
services are purchased separately.
3. Term and Termination.
(a) Agreement Term. This Agreement shall commence upon the Effective Date and continue until terminated in accordance
with the terms set forth herein.
(b) License Term and Renewals. The “License Term” is the term of the license or subscription for Products as set forth in the
Ordering Document. If this Agreement has been signed by both Parties, then unless otherwise agreed to in writing, any License Term,
including renewals, shall be governed by the terms set forth herein. If this Agreement has been accepted via shrinkwrap or clickthrough,
upon any renewal of the License Term, the terms then available at http://static.tenable.com/prod_docs/tenable_slas.html (or a
successor location) will govern such renewal. Customer agrees that use of the Products at the time of such renewal will be deemed full
and adequate acceptance of the updated terms.
(c) Termination for Cause. Either Party may terminate this Agreement for cause if the other Party materially breaches this
Agreement provided that such breaching Party has received written notice of such breach and failed to cure such breach within thirty
(30) days. If this Agreement is terminated for cause by either Party, Customer shall remove all copies of the Products from any Customer
systems and cease to use any Software or Hosted Services purchased hereunder. Further, Customer shall certify to Tenable that it has
returned or destroyed all copies of the Software. If this Agreement is terminated for cause by Tenable, Customer shall remain responsible
for any outstanding payment obligations throughout the rest of the License Term.
(d) Termination for Convenience. Customer may terminate this Agreement for any lawful reason upon ninety (90) days’ prior
written notice to Tenable. If Customer terminates for convenience, Customer shall not receive a refund and shall remain obligated to
pay for Products for which it has previously entered into a transaction as well as any additional payment obligations agreed upon prior
to the termination date.
4. Products.
(a) Product-Specific Terms. Pursuant to this Agreement, Customer may receive the right to use various Products as further
described in the attached schedules (each, a “Schedule”). Terms related to Customer’s use of Software are described in Schedule A
(Software). Terms related to Customer’s use of Hosted Services are described in Schedule B (Hosted Services). Terms related to the
provision of Professional Services are described in Schedule C (Professional Services). For each Product, Customer will have the right
to use the corresponding Documentation.
(b) Licensing Model. Product licenses shall be in accordance with the terms of the applicable licensing model as set forth in
the Documentation and/or the Ordering Document, which may include limitations on Scan Targets, compute, storage, resource
utilization, License Term, the number of users, seats, licenses and/or types of modules licensed. Product licenses shall commence upon
Delivery and shall be either perpetual or subscription in nature. Tenable shall use commercially reasonable efforts to meter resource
utilization and assess likeness or uniqueness of Scan Targets within each Product/module licensed. If Customer exceeds the license
restrictions, Customer must purchase an upgraded license to allow for all actual or additional usage, and Tenable or its Reseller may
promptly invoice Customer for any such overages at a price not to exceed Tenable’s then-current rates. Discrepancies in Scan Target
or utilization count is the sole responsibility of the Customer to resolve.
(c) Restrictions on Use. Customer shall not directly or indirectly: (i) decompile, disassemble, reverse engineer, or otherwise
attempt to derive, obtain or modify the source code of the Products; (ii) reproduce, modify, translate or create derivative works of all or
any part of the Products; (iii) remove, alter or obscure any proprietary notice, labels, or marks on the Products; (iv) without Tenable’s
prior written consent, use the Products in a service bureau, application service provider or similar capacity; (v) without signing Tenable’s
Managed Security Services Provider Addendum, use the Products to provide any managed service to a third party; (vi) use the Products
in order to create competitive analysis or a competitive product or service; (vii) copy any ideas, features, functions or graphics in the
Product; or (viii) without Tenable’s prior written consent, interfere with or disrupt performance of Hosted Services (e.g., perform
penetration testing on Tenable systems). Customer may only use the Products to manage or gather information from Scan Targets
owned or hosted by Customer or its Affiliates, or third parties for which Customer has received express authorization to Scan.
(d) Intellectual Property in Products. This Agreement does not transfer to Customer any title to or any ownership right or
interest in the Products. Any rights in the Products not expressly granted in this Agreement are reserved by Tenable. If Customer
provides Tenable with any comments, suggestions, or other feedback regarding the Product, Customer hereby assigns to Tenable all
right, title and interest in and to such feedback. For clarity, such feedback shall not contain Customer Confidential Information and shall
not reference or identify Customer or its users.
(e) Customer Requirements. In order to use the Products, Customer must meet or exceed the specifications found in the
Documentation.
(f) Product Features. Customer agrees that purchase of any Product is not contingent on the delivery of any future
functionality or features, or dependent on any oral or written public comments made by Tenable regarding future functionality or
features. Tenable reserves the right to withdraw features from future versions of the Products provided that: (i) the core functionality of
the affected Product remains the same; or (ii) Customer is offered access to a product or service providing materially similar functionality
as the functionality removed from the affected Product. The preceding remedies under this Section 4(f) are the sole remedies available
if Tenable withdraws features from the Products.
(g) Rights Granted to Tenable. Provided that Tenable shall not publicly disclose any Customer Confidential Information,
Tenable may: (i) use Technical Data for reasonable business purposes, including Support Services, license validation, research and
development, feature creation, and Product testing; (ii) include aggregated and anonymized Technical Data in public materials; and (iii)
retain Technical Data which is anonymized after the termination of this Agreement.
(h) Hardware. Any Hardware purchased under this Agreement (if any) will be subject to the terms and conditions of Schedule
D located at http://static.tenable.com/prod_docs/tenable_slas.html (or a successor location).
(i) Temporary Limitation. If Tenable reasonably believes: (i) Customer’s use of the Products places an unreasonable or
disproportionate burden on the Products; (ii) Customer’s use of the Products poses a risk or threat to the Products (including any systems
supporting the Products), Tenable, or a third party; or (iii) Customer’s usage exceeds the limitations of the license, then Tenable may
temporarily limit Customer’s access to or use of the Products or any specific feature therein. Tenable may also suspend or limit access
to the Products if Customer fails to make any payments related to this Agreement. Tenable will, to the extent practical under the
circumstances, use commercially reasonable efforts to provide Customer with prior written notice of any such limitation (email or in
product messaging shall be sufficient). When commercially reasonable, Tenable shall promptly restore access once the Customer has
remediated the issue. For the avoidance of doubt, Customer is responsible for all normal fees during any period for which usage or
access is limited pursuant to this section.
(j) Additional Details on Use Restrictions for Tenable Security Network Ireland Limited. The following shall only apply for
transactions with Tenable Security Network Ireland Limited. Notwithstanding anything in Section 4(c), decompiling the Product is
permitted to the extent the laws of Customer’s jurisdiction give Customer the right to do so to obtain information necessary to render
the Products interoperable with other software; provided, however, that Customer must first request such information from Tenable and
Tenable may, in its discretion, either provide such information to Customer or impose reasonable conditions, including a reasonable fee,
on such use of the Products to ensure that its proprietary rights in the Product are protected.
5. Support.
(a) Support Services. Tenable shall provide Customer with support services (the “Support Services”) in accordance with
Tenable’s then-current Technical Support Plans (available at http://static.tenable.com/prod_docs/tenable_slas.html or a successor
location) and consistent with Tenable’s End of Life and End of Sale definitions contained therein. The Support Services include bug
fixes, updates (including new vulnerability plug-ins), or enhancements that Tenable makes generally available to users of the Products.
The Support Services also include the provision of new minor (Example: 1.1.x to 1.2.x, etc.) and major version releases of the Products
(Example: 1.x to 2.x, etc.).
(b) Support Fees. Standard Support Services for Products licensed for a finite License Term will be provided at no additional
charge beyond the license fee for the duration of the License Term. Support Services for Products licensed on a perpetual basis must
be purchased separately in advance. In all cases, premium support may be purchased at an additional charge. If during the course of a
perpetual license Customer terminates or fails to renew the Support Services, Customer may, at any time during the term of this
Agreement, request that Tenable reinstate the Support Services provided that Customer pays for the lapsed Support Services in an
amount equal to the total fees Customer would have paid for the Support Services between the time Customer’s Support Services lapsed
and the then-current date.
6. Confidentiality.
(a) Definition. “Confidential Information” means information learned or disclosed by a Party under this Agreement that
should reasonably be assumed to be confidential or proprietary, including the Products and the terms of this Agreement. Confidential
Information will remain the property of the disclosing Party, and the receiving Party will not be deemed by virtue of this Agreement or
any access to the Confidential Information to have acquired any right, title or interest in or to the Confidential Information.
(b) Obligations. Each Party agrees to only use the Confidential Information in connection with this Agreement or a purchase
hereunder. The receiving Party agrees to hold the disclosing Party’s Confidential Information confidential using at least the same level
of protection against unauthorized disclosure or use as the receiving Party normally uses to protect its own information of a similar
character, but in no event less than a reasonable degree of care. Each Party may share Confidential Information with its Affiliates or
authorized contractors in the performance of its duties under this Agreement; provided, however, that each Party shall be responsible to
ensure that such Affiliate or authorized contractors are bound by obligations of confidentiality at least as stringent as those set forth in
this Agreement.
(c) Exclusions. Confidential Information shall not include information that: (i) is already known to the receiving Party free of
any confidentiality obligation; (ii) is or becomes publicly known through no wrongful act of the receiving Party; (iii) is rightfully
received by the receiving Party from a third party without any restriction or confidentiality; or (iv) is independently developed by the
receiving Party without reference to the Confidential Information. Confidential Information does not include Scan Data that has been
aggregated or anonymized so that it is not attributable to the disclosing Party. If Customer requests or performs scans on third party
Scan Targets, and such third party inquires with Tenable about the scan, Tenable shall inform Customer and allow Customer to resolve
any disputes with the third party. If Customer fails to contact the third party, Customer agrees that Tenable may provide Customer’s
business contact information to the owner of the Scan Targets as well as to relevant authorities, and such disclosure shall not be
considered a breach of confidentiality.
(d) Sensitive Information. The Parties agree that Customer’s disclosure of sensitive, personal information (e.g., social security
numbers, national identity card numbers, personal credit card information, racial or ethnic origin, political opinions, religious or
philosophical beliefs, trade union membership, genetic data, biometric data, and health care data) (“Sensitive Information”) is not
required for Tenable to perform its duties under this Agreement or sell any Products hereunder. If Customer inadvertently or
unintentionally discloses any Sensitive Information to Tenable, Customer shall identify to Tenable that it has disclosed Sensitive
Information and Tenable shall promptly return and/or destroy such Sensitive Information.
(e) Legal Disclosures; Remedies. The receiving Party may disclose Confidential Information if required to do so by law
provided the receiving Party shall promptly notify the disclosing Party so that the disclosing Party may seek any appropriate protective
order and/or take any other action to prevent or limit such disclosure. If required hereunder, the receiving Party shall furnish only that
portion of the Confidential Information disclosure of which is legally required. The receiving Party acknowledges and agrees that the
breach of any term, covenant or provision of this Agreement may cause irreparable harm to the disclosing Party and, accordingly, upon
the threatened or actual breach by the receiving Party of any term, covenant or provision of this Agreement, the disclosing Party shall
be entitled to seek injunctive relief, together with any other remedy available at law or in equity. The receiving Party will notify the
disclosing Party promptly of any unauthorized use or disclosure of the disclosing Party’s Confidential Information.
7. Representations and Warranties; Disclaimer.
(a) Warranty of Authority. The Parties hereby represent and warrant that they have the full power and authority to enter into
this Agreement.
(b) Products. Product warranties and associated warranty periods are set forth in the relevant Schedules.
(c) Antivirus Warranty. Tenable represents it has taken commercially reasonable efforts to ensure that the Products, at the
time of Delivery, are free from any known and undisclosed virus, worm, trap door, back door, timer, clock, counter or other limiting
routine, instruction or design that would erase data or programming or otherwise cause the Products to become inoperable or incapable
of being used in the manner for which it was designed or in accordance with the Documentation.
(d) Warranty Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT AND TO THE GREATEST
EXTENT PERMITTED BY LAW, TENABLE OFFERS ITS PRODUCTS “AS-IS” AND MAKES NO OTHER WARRANTY OF
ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF TITLE,
NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, INTEGRATION,
PERFORMANCE AND ACCURACY, AND ANY IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF
DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. THE WARRANTIES SET FORTH IN THIS AGREEMENT
ARE MADE TO CUSTOMER FOR CUSTOMER’S BENEFIT ONLY. CUSTOMER’S USE OF THE PRODUCTS IS AT
CUSTOMER’S OWN RISK. CUSTOMER UNDERSTANDS THAT ASSESSING NETWORK SECURITY IS A COMPLEX
PROCEDURE, AND TENABLE DOES NOT GUARANTEE THAT THE RESULTS OF THE PRODUCTS WILL BE ERROR-FREE
OR PROVIDE A COMPLETE AND ACCURATE PICTURE OF CUSTOMER’S SECURITY FLAWS, AND CUSTOMER AGREES
NOT TO RELY SOLELY ON SUCH PRODUCTS IN DEVELOPING ITS SECURITY STRATEGY. CUSTOMER
ACKNOWLEDGES THAT THE PRODUCTS MAY RESULT IN LOSS OF SERVICE OR HAVE OTHER IMPACTS TO
NETWORKS, ASSETS OR COMPUTERS (INCLUDING MODIFICATION OF SCAN TARGETS), AND CUSTOMER IS SOLELY
RESPONSIBLE FOR ANY DAMAGES RELATING TO SUCH LOSS OR IMPACT.
8. Limitation of Liability.
(a) Direct Damages. The cumulative liability of one Party to the other for all claims arising from or relating to the Products
or this Agreement (including without limitation, any cause of action sounding in contract, tort or strict liability) shall be limited to proven
direct damages in an amount not to exceed, in the aggregate, the fees paid by Customer for the Products over the twelve (12) months
immediately prior to the event giving rise to the claim.
(b) Indirect Damages. Neither Party shall be liable to the other for any indirect, incidental, special, punitive, consequential or
exemplary damages regardless of the nature of the claim. This prohibition on indirect damages shall include, but not be limited to, claims
based on lost profits, cost of delay, any failure of Delivery, business interruption, cost of lost or damaged data, or liabilities to any third
parties even if such Party is advised of the possibility thereof.
(c) Carve Outs. The liability caps set forth in Sections 8(a) and 8(b) shall not apply to damages resulting from:
(i) personal injury or death;
(ii) fraud or willful misconduct;
(iii) indemnification obligations set forth in Section 9 (Indemnification); or
(iv) Customer’s breach of Section 4(c) (Restrictions on Use).
(d) Limitations; Time Period. Each of the limitations set forth in this Section 8 shall be enforced to the fullest extent of the
law. Any laws preventing such limitations shall only apply to the extent required by law and the remaining unaffected terms shall apply
in full. Unless expressly prohibited by law, each Party shall have a period of no greater than twelve (12) months from the date the cause
of action accrues to bring a claim against the other Party for such cause of action.
9. Indemnification.
(a) Indemnification Obligations.
(i) By Tenable. Tenable shall (at its sole cost and expense): (i) defend and/or settle on behalf of Customer (including
Customer’s officers, directors, employees, representatives and agents); and (ii) indemnify Customer for, any third party claims brought
against Customer based upon a claim that Customer’s use of the Products in accordance with this Agreement infringes or misappropriates
such third party’s intellectual property rights in a jurisdiction which is signatory to the Berne Convention.
(ii) By Customer. Customer shall (at its sole cost and expense): (i) defend and/or settle on behalf of Tenable (including
Tenable’s officers, directors, employees, representatives and agents) and (ii) indemnify Tenable for, any third party claims brought
against Tenable arising out of or relating to Customer’s use of the Products to perform Scans on third party Scan Targets, except to the
extent that any such claim or action is caused by a failure of the Products to materially comply with the Documentation.
(b) In Case of Infringement. If Customer’s use of the Products is, or in Tenable’s opinion is likely to be, the subject of an
infringement claim, Tenable may, in its sole discretion and expense: (i) modify or replace the infringing Products as necessary to avoid
infringement, provided that the replacement Products are substantially similar in functionality; (ii) procure the right for Customer to
continue using the infringing Products; or (iii) terminate this Agreement and, upon Customer’s return or certified destruction of the
infringing Product, provide Customer a pro-rata refund calculated as follows: (x) for infringing Products licensed on a subscription
basis, the refund shall consist of any prepaid but unused fees for the remainder of the applicable License Term; or (y) for infringing
Software licensed on a perpetual basis or infringing Hardware, the refund shall consist of a straight line depreciation of the license fee
based on a three (3) year useful life as well as any prepaid but unused fees for separately charged Support Services. This Section 9 sets
forth Tenable’s sole and exclusive liability and Customer’s sole and exclusive remedy with respect to any claim of intellectual property
infringement.
(c) Exclusions. Tenable shall have no liability with respect to a third party intellectual property infringement claim arising out
of: (i) modifications of the Product made by Customer or a party under its control to conform with Customer’s specifications; (ii)
modifications of the Product made by anyone other than Tenable or a Tenable authorized third party; (iii) Customer’s use of the Product
in combination with other products or services not provided by Tenable; (iv) Customer’s failure to use any updated versions of the
Product made available by Tenable; or (v) Customer’s use of the Product in a manner not permitted by this Agreement or otherwise not
in accordance with the Documentation.
(d) Requirements. The indemnitor shall only be responsible for the indemnification obligations set forth in this Section 9 if
the indemnitee: (i) provides the indemnitor prompt written notice of such action or claim; (ii) gives the indemnitor the right to control
and direct the investigation, defense, and/or settlement of such action or claim; (iii) reasonably cooperates with the indemnitor in the
defense of such a claim (at the indemnitor’s expense); and (iv) is not in breach of this Agreement. Nothing herein shall prevent the
indemnitee from engaging in defense of any such claim with its own legal representation, provided that this does not materially prejudice
the indemnitor’s defense. The indemnitor may not settle any claim on behalf of the indemnitee without obtaining the indemnitee’s prior
written consent; provided, however, the indemnitor shall not be required to obtain consent to settle a claim which settlement consists
solely of: (x) discontinued use of infringing Products and/or (y) the payment of money for which the indemnitor has a duty to indemnify.
10. Legal Compliance.
(a) Generally. The Products are intended solely for lawful purposes and use. Both Parties, and their agents and Affiliates,
agree to perform their respective obligations in an ethical manner that complies with all applicable national, federal, state and local laws,
statutes, ordinances, regulations and codes (“Applicable Laws”) including, without limitation, the Computer Fraud and Abuse Act
(CFAA), 18 USC Sec. 1030, the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the UK Bribery Act of 2010. If Customer
violates this Section 10, Tenable may terminate this Agreement immediately.
(b) Trade Controls. Applicable Laws include U.S. export laws (including the International Traffic in Arms Regulation (ITAR),
22 CFR 120-130, and the Export Administration Regulation (EAR), 15 CFR Parts 730 et seq.) and the anti-boycott rules implemented
by the Departments of Commerce and Treasury. Information regarding export classifications of Tenable’s Products may be found on
its website (www.tenable.com/export-controls or a successor location). Customer agrees that it will be the exporter of record any time
it causes the Products to be accessed outside the United States or by a national of any country other than the United States. The Parties
further agree to comply with trade and economic sanctions, rules, and regulations of the United States, European Union, EU member
states, United Kingdom and other applicable government authorities and shall not engage in prohibited trade to persons or entities who
are the subject of an active sanction, embargo, or executive order. Customer hereby acknowledges and confirms that Customer
(including Customer’s officers, directors, employees, representatives and agents): (i) is not included on, owned or controlled by an
individual or entity included on, or acting on behalf of an individual or entity included on any of the restricted party lists maintained by
the U.S. Government (e.g., Specially Designated Nationals List, Foreign Sanctions Evader List, Sectoral Sanctions Identification List,
Denied Persons List, Unverified List, Entity List or List of Statutorily Debarred Parties) (collectively, “Restricted Parties”); (ii) will not
export, re-export, transfer, re-transfer or otherwise ship, directly or indirectly, the Products or related technology to or for use by or for
Restricted Parties; (iii) will not export, re-export, transfer, re-transfer or otherwise ship, directly or indirectly, the Products or related
technology to or for use in, by or for countries or territories subject to U.S. economic sanctions (e.g., Crimea, Cuba, Iran, North Korea,
or Syria); or (iv) will not use or sell the Products for nuclear end-uses, rocket systems, unmanned air vehicles, chemical or biological
weapons, maritime nuclear propulsion, weapons of mass destruction or other restricted end-uses except to the extent consistent with
Trade Control Laws.
(c) Data Processing Addendum. To the extent applicable, if Tenable is processing personal information on behalf of Customer
under any applicable data protection law (e.g., the European Union’s General Data Protection Regulation 2016/679), then such
processing shall be in accordance with Tenable’s Data Processing Addendum located at
http://static.tenable.com/prod_docs/tenable_slas.html (or a successor location).
11. Governing Law; Venue.
(a) For transactions with Tenable, Inc. and Tenable Public Sector LLC, this Agreement shall be governed in all respects by
the laws of the State of Delaware, USA, without regard to choice-of-law rules or principles. The Parties agree that: (i) no aspect or
provision of the Uniform Computer Information Transactions Act shall apply to this Agreement; and (ii) this Agreement shall not be
governed by the U.N. Convention on Contracts for the International Sale of Goods. The Parties hereby submit to the exclusive
jurisdiction of the courts of Howard County, Maryland, and the United States District Court for Maryland, Baltimore Division, for any
question or dispute arising out of or relating to this Agreement. Due to the high costs and time involved in commercial litigation before
a jury, the Parties waive all right to a jury trial with respect to any issues in any action or proceeding arising out of or related to this
Agreement.
(b) For transactions with Tenable Network Security Ireland Limited, this Agreement and any issues, disputes or claims arising
out of or in connection with it (whether contractual or non-contractual in nature such as claims in tort, from breach of statute or regulation
or otherwise) (“Disputes”) shall be governed by, and construed in accordance with, the laws of Ireland. Customer expressly agrees with
Tenable that this Agreement shall not be governed by the U.N. Convention on Contracts for the International Sale of Goods, the
application of which is expressly excluded. All Disputes arising out of or relating to this Agreement shall be subject to arbitration within
the meaning of the Arbitration Act 2010 or any legislation amending or repealing that act and shall be an arbitration conducted in Dublin,
Ireland in the English language and shall be governed by the Arbitration Act 2010. Notwithstanding the foregoing, nothing in this
Agreement shall limit the right of either Party to seek any injunctive, equitable or other interlocutory relief as it may be entitled to in the
Courts of Ireland.
12. Other Legal Clauses.
(a) Third Parties. Customer may permit a third party (“Customer’s Agent”) to use the Products to perform security services
for and on behalf of Customer but solely for Customer’s benefit and solely for Customer’s internal business purposes. Customer shall
be fully responsible for Customer’s Agent’s use of the Products, including liability for any breach of this Agreement or use beyond the
licensed quantities set forth in the Ordering Document. If Customer elects to utilize a Customer’s Agent to perform Scans on its behalf,
then only Customer’s Agent (and not Customer) will be permitted to contact Tenable Support Services. Tenable shall have the right to
withdraw its consent to the use of any Customer’s Agent in its reasonable discretion.
(b) Notices. Any legal notices or other communication pursuant to this Agreement must be in writing, in English, and will be
deemed to have been duly given when delivered if delivered personally or sent by recognized overnight express courier. All notices to
Tenable must be sent to the address described in this Agreement to the attention of the Legal Department (unless otherwise specified by
Tenable). All notices Tenable sends to Customer shall be at the physical address referenced in this Agreement (or otherwise provided
to Tenable). Tenable may provide notices with regard to Products via the email address Customer provided during Product registration
and Customer hereby consents to receive such communications from Tenable in an electronic form.
(c) Assignment. Neither Party may assign or otherwise transfer this Agreement without the other Party’s prior written consent,
which will not be unreasonably withheld; provided, however, either Party may transfer this Agreement to an Affiliate or in connection
with a merger or sale of all (or substantially all) of the stock or other ownership units of such Party. Customer must complete Tenable’s
License Assignment Request Form (to be provided upon request) in order to complete assignment of this Agreement.
(d) Force Majeure. With the exception of payment, neither Party shall be liable for any loss or delay (including failure to meet
the service level commitment) resulting from any force majeure event, including, but not limited to, acts of God, fire, natural disaster,
terrorism, labor stoppage, Internet service provider failures or delays, civil unrest, war or military hostilities, or criminal acts of third
parties, and any Delivery date shall be extended to the extent of any resulting delay.
(e) Language. The language of this Agreement is English and all invoices and other documents given under this Agreement
must be in English to be effective. No translation, if any, of this Agreement or any notice will be of any effect in the interpretation of
this Agreement or in determining the intent of the parties. The Parties have expressly agreed that all invoices and related documents be
drafted in English. The following shall apply solely for Agreements which are under French Canadian jurisdiction: C’est la volonté
expresse des parties que la presente convention ainsi que les documents qui s’y rattacent soient rediges en anglais.
13. Evaluations and NFR Licenses.
(a) Evaluations. If Customer wants to conduct an evaluation, proof of value or other similar trial of Tenable Products
(“Evaluation Products”), Tenable may (in its sole discretion) provide evaluation licenses for such Evaluation Products in accordance
with the following: (i) Customer shall have no obligation to make payment for such Evaluation Product for such evaluation usage; (ii)
the license term will expire at the end of the agreed-upon evaluation period, at which time Customer must either return or destroy the
Software and cease access to the Hosted Services; and (iii) Tenable shall have no obligation to provide Support Services.
Notwithstanding the foregoing, to facilitate a transition from an evaluation to a paid subscription, in certain cases Tenable may allow
Customer to continue to use containers (or otherwise migrate data) generated during an evaluation period. Customers may not use the
Evaluation Products to scan third party Scan Targets or provide a service to Customer’s clients.
(b) Container Access. Customer acknowledges that a Tenable employee may request access to the Evaluation Products in
the Customer environment (which may occur in a production container) in order to maximize the effectiveness of the Evaluation
Products and to set up certain configurations, and this may be done without the Customer being present but will be subject to prior
written consent from Customer.
(c) Early Access. Tenable may make some versions of Products available to Customer on an alpha, beta, or early access
basis (each, an “Early Access Product”). Customer’s access to the Early Access Product may be discontinued at any time. Early
Access Products remain subject to all applicable license restrictions. Tenable may not offer Support Services for Early Access
Products. No warranty or service level commitment made under this Agreement will apply to Early Access Products.
(d) Technology Partners. Tenable in its sole discretion may allow Customers who are technology partners (a “Technology
Partner”) to obtain an Evaluation license and use such evaluation license to create an interoperability (“Interoperability”) between
Tenable Products and their own products. At the conclusion of the Evaluation Term, Customer may apply for an NFR license at which
time Tenable may convert the Evaluation license to an NFR license. Tenable’s conversion to an NFR license shall be at Tenable’s sole
discretion and may require Interoperability validation by Tenable.
(e) NFR. If Customer is a sales partner or Technology Partner to whom a “Not For Resale” or “NFR” license has been granted,
Customer’s license to the Product will commence upon Delivery and continue for a period of one year (unless the Ordering Document
sets forth a different term) and shall automatically renew for consecutive one (1) year terms unless either Party provides the other Party
with written notice of its non-renewal of the NFR license at least thirty (30) days before the expiration of the then-current term.
Notwithstanding the foregoing, Tenable may terminate Customer’s NFR license for its convenience upon thirty (30) days’ notice, or
immediately should Customer breach any obligations under this Agreement.
(f) NFR Customer Prohibitions. Customer shall not purport to take on any obligation or responsibility, or make any
representations, warranties, guarantees or endorsements to anyone on behalf of Tenable, including without limitation, relating to Tenable
products, software, or services. Except as specifically permitted in this Agreement, Customer shall not state or imply that any of
Customer’s products have been endorsed, reviewed, certified or otherwise approved by Tenable. Customer may not use Products
provided under an NFR license: (i) in a production environment, (ii) to protect its own networks, (iii) as part of a service provided to its
customers, or (iv) to perform customer evaluations.
(g) NFR Customer Representations. Customer hereby represent and warrant to Tenable that: (i) Customer will not intentionally
harm the reputation or goodwill of Tenable through any act or omission, and (ii) Customer have used commercially reasonable efforts
to ensure that any software, code, algorithm, API, etc., transferred to Tenable is free from any time bomb, virus, drop dead device,
worm, Trojan horse, or trap door that is designed to delete, disable, deactivate, interfere with, or otherwise harm hardware, data, or other
programs or that is intended to provide access or produce modifications not authorized by Tenable.
(h) NFR Customer Responsibilities. Customer shall, at its sole cost and expense, defend (or at its option, settle) and indemnify
Tenable and Tenable’s subsidiaries and affiliates, and their officers, directors, employees, representatives and agents, from and against
any and all third party claims brought against Tenable based upon a claim that use of Customer’s software or Customer’s product in
accordance with this Agreement infringes such third party’s patent, copyright or trademark or misappropriates any trade secret, and shall
pay all settlements entered into and damages awarded to the extent based on such claim or action.
14. General.
This Agreement constitutes the entire agreement between the Parties, and supersedes all other prior or contemporaneous
communications between the Parties (whether written or oral) relating to the subject matter of this Agreement. No Customer document,
purchase order, request for proposal, or other specifications requirement shall modify, supersede, or become part of this Agreement, or
otherwise contractually bind Tenable unless signed by Tenable. The provisions of this Agreement will be deemed severable, and the
unenforceability of any one or more provisions will not affect the enforceability of any other provisions. If any provision of this
Agreement, for any reason, is declared to be unenforceable, the Parties will substitute an enforceable provision that, to the maximum
extent possible under applicable law, preserves the original intentions and economic positions of the Parties. Section headings are for
convenience only and shall not be considered in the interpretation of this Agreement. Customer agrees that Tenable may use Customer’s
name or logo in a customer list. Customer may not use Tenable’s name or logo without prior written consent and in accordance with
Tenable’s guidelines. No failure or delay by a Party in exercising any right, power or remedy will operate as a waiver of that right,
power or remedy, and no waiver will be effective unless it is in writing and signed by the waiving Party. If a Party waives any right,
power or remedy, the waiver will not waive any successive or other right, power or remedy the Party may have under this Agreement.
The Parties are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment,
franchise or agency between the Parties. Nothing in this Agreement shall prevent Tenable from subcontracting any of its obligations
hereunder; provided, however, that Tenable’s use of a subcontractor shall not release Tenable from any duty or liability to fulfill its
obligations under this Agreement and Tenable shall be liable for any act or omission of a subcontractor to the same extent as if the act
or omission had been made by Tenable. This Agreement is not intended nor will it be interpreted to confer any benefit, right or privilege
in any person or entity not a party to this Agreement. Any party who is not a party to this Agreement has no right under any law to
enforce any term of this Agreement. Any provision of this Agreement that imposes or contemplates continuing obligations on a Party
and any section which by its nature is intended to survive will survive the expiration or termination of this Agreement, including Sections
3, 4, 6, 8, 9 and 11.
15. Government Entities. This Section 15 shall only apply to Government Customers, as defined below.
If Customer is an agency or instrumentality of a sovereign government (a “Government Customer”), all Government Customer
end users acquire the rights to use and/or access the Products and or Services with only those rights set forth herein (consistent with 48
C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4). The terms and conditions of this Agreement govern Government
Customer’s use and disclosure of the Products and supersede any conflicting terms and conditions that may be applicable through the
Government Customer’s procurement regulations. If this Agreement fails to meet the Government Customer’s needs or is inconsistent
in any way with federal law, the government must return the Product, unused, to Tenable. If Customer is prohibited by law, regulation,
or relevant attorney general opinion from agreeing to any clause of this Agreement (collectively, “Restrictions”), the Agreement shall
be modified to the extent required under such Restrictions. Each of the components that constitute the Product is a “commercial item”
as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and/or “commercial computer software
documentation” as such terms are used in 48 C.F.R. 12.212.
SCHEDULE A: SOFTWARE
This Schedule for Tenable Software is subject to and made part of the Agreement.
1. General. This Schedule governs Customer’s license of Software.
2. License; Right to Use. Subject to the terms of the Agreement and payment of the applicable license fees, Tenable grants
Customer for the duration of the License Term a non-exclusive, non-transferable, non-sublicensable license to use the Software
(in object code form only) solely for Customer’s or Customer’s Affiliates own internal business purposes. Customer’s right to
install such Software is limited to use with the computers or machines for which the Software is registered for use. Customer
is permitted to make one copy of the Software for backup or archival purposes.
3. Warranty. Tenable warrants that the Software shall materially conform to the Documentation for a period of thirty (30) days
after Delivery. Customer’s sole and exclusive remedy for breach of this warranty shall be for Tenable to, at its sole option: (i)
use commercially reasonable efforts to modify or correct the Software such that in all material respects it conforms to the
functionality described in the Documentation; or (ii) if Tenable is unable to restore such functionality within sixty (60) days,
Customer shall be entitled to a refund for the non-conforming Software.
4. Open Source and Third Party Software. Any code or other intellectual property included as part of the Software that was
licensed to Tenable by third parties that is not marked as copyrighted by Tenable is subject to other license terms that are
specified in the Documentation available on Tenable’s website at https://docs.tenable.com/licensedeclarations/ (or a successor
location). Customer agrees to be bound by such other license terms.
5. Compliance Rights. Tenable may, by itself or through an independent third party, review Customer’s usage of the Software to
confirm compliance with this Agreement or the applicable Ordering Document. Tenable shall: (i) provide Customer with
reasonable advance notice of the review; (ii) not request such review more than once per year; and (iii) not unreasonably
interfere with Customer’s business activities when conducting the review.
SCHEDULE B: HOSTED SERVICES
This Schedule for Tenable Hosted Services is subject to and made part of the Agreement.
1. General. This Schedule governs Customer’s use of the Hosted Services.
2. License; Right to Use. Subject to the terms of the Agreement and payment of the applicable license fees, Tenable grants
Customer for the duration of the License Term a non-exclusive, non-transferable, non-sublicensable right to access the Hosted
Environment and use those modules of the Hosted Services set forth on a valid Ordering Document solely for Customer’s or
Customer’s Affiliates own internal business purposes.
3. Warranty. Tenable warrants that the Hosted Services will materially comply with the functionality described in the
Documentation. Customer’s sole and exclusive remedy for breach of this warranty shall be for Tenable to use commercially
reasonable efforts to modify the Hosted Services to provide in all material respects the functionality described in the
Documentation. If Tenable is unable to restore such functionality within sixty (60) days, Customer shall be entitled to terminate
the Agreement and receive a pro-rata refund of any prepaid but unused fees for the nonconforming Hosted Services. Tenable
shall have no obligation with respect to a warranty claim hereunder unless Customer notifies Tenable of such claim within
thirty (30) days of the date the underlying condition first arose. This warranty shall only apply if the applicable Hosted Service
has been utilized in accordance with the Agreement and the Documentation.
4. Acknowledgements. By initiating a Scan, Customer authorizes Tenable to access the Scan Targets in the context of the Scans.
Customer understands and acknowledges that the Scans may originate or appear to originate from a Tenable URL which could
cause Customer (or the owner of the Scan Targets) to believe they are under attack. Customer agrees not to pursue any claims
against Tenable as a result of any access to Scan Targets when such access was made in connection with an authorized Scan
unless such a claim is based on the gross negligence or willful misconduct of Tenable.
5. Usage Requirements. Customer must provide current and accurate information in all submissions made in connection with the
Hosted Services, including registration information and the location of the Scan Targets to be Scanned. Tenable may, in its
reasonable discretion, prohibit or suspend access of certain users of the Hosted Services. In the event Tenable suspects or
anticipates such suspension, Tenable will, to the extent practical under the circumstances, use commercially reasonable efforts
to provide Customer with prior written notice of the suspension and an opportunity to cure the issue prior to (and in avoidance
of) suspension. Customer acknowledges that under certain circumstances such prior notice and/or cure period may not be
possible or practical. Customer agrees to safeguard and maintain the confidentiality of all user names and passwords. Customer
further agrees to use best efforts to ensure that no unauthorized parties have access to the Hosted Services through Customer’s
account and/or log-in credentials. Customer will promptly notify Tenable of any unauthorized access of which Customer is
aware or reasonably suspects. Customer is responsible for compliance with this Agreement and all use of the Hosted Services
through Customer’s account.
6. PCI Scans. Tenable makes no guarantee that a successful completion of a PCI Scan will make Customer compliant with the
Payment Card Industry Data Security Standard.
7. Data Retention Policy. Customer has the option to select the duration of the data retention period of Scan Data in the Hosted
Environment in accordance with the limitations described in the Documentation. Customer acknowledges that Tenable is in
no way responsible for any of Customer’s data retention compliance requirements. Tenable’s data retention policy with respect
to PCI Scans will match then-current requirements set forth by the PCI Security Standards Council.
8. Service Level Agreement. Tenable commits to make access to the Hosted Environment available in accordance with Tenable’s
then-current service level agreement, available at http://static.tenable.com/prod_docs/Service_Level_Agreement.pdf (or a
successor location).
SCHEDULE C: PROFESSIONAL SERVICES
This Schedule for Tenable Professional Services is subject to and made part of the Agreement.
1. General. The Parties may agree, from time to time, on the purchase and sale of Tenable Professional Services, which may be
further described in a separate SOW or Services Brief. Except as otherwise agreed to by the Parties in writing, all Services
Briefs or SOWs will be governed by this Agreement. In the event of inconsistency between the Agreement and a signed SOW,
the signed SOW shall govern.
2. Type of Services. Tenable offers a range of Professional Services; provided, however, unless otherwise agreed upon in writing,
Tenable does not offer creation of custom intellectual property. Tenable is not obligated to provide any Professional Services
except as mutually agreed in a Services Brief or SOW.
3. Deliverables. “Deliverable(s)” means the reports, analysis, codes, scripts, slides, documents, examples and other written
materials or work results provided as part of the Professional Services.
4. Intellectual Property Rights.
(a) Grant of License in Deliverables. Tenable grants Customer a non-exclusive, non-transferable, irrevocable (except in case of
breach of the Agreement or SOW) perpetual right to use, copy and create derivative works from the Deliverables (without the
right to sublicense) for Customer’s or Customer’s Affiliates internal business operations, as contemplated by the applicable
SOW or Services Brief.
(b) Reservation of Rights. Except for the rights expressly granted herein to Customer, Tenable expressly reserve all other rights
in and to the Professional Services and Deliverables. Notwithstanding anything to the contrary in this Schedule, nothing shall
prevent Tenable from providing similar Professional Services to other customers and nothing in this Schedule shall be construed
to provide any intellectual property rights whatsoever in the Products (or any modifications or enhancements thereto) that
Tenable develops or makes generally available for sale to its customers.
(c) Pre-Existing Materials. Any pre-existing materials, proprietary item or intellectual property rights of either Party which is
disclosed or used in performing the Professional Services shall remain fully vested in such Party. Nothing in this Schedule
shall transfer any rights whatsoever in Tenable’s Products. Customer hereby grants to Tenable the intellectual property rights
(if any) required for Tenable to perform the Professional Services.
5. Warranty. Tenable warrants that all Professional Services shall be performed in a professional manner and in accordance with
industry standards. Tenable further warrants for a period of ten (10) days from the service completion date that the Professional
Services shall materially conform to the applicable SOW or Services Brief. If Customer provides written notice of a nonconformity
during this warranty period, Tenable shall promptly confirm the non-conformity and upon confirmation, Tenable’s
entire liability and Customer’s exclusive remedy shall be for Tenable to use commercially reasonable efforts to re-perform the
Professional Services within a reasonable amount of time. If Tenable is unable to re-perform the Professional Services, then
Tenable may elect to refund amounts paid by Customer for the non-conforming Professional Services.
6. Scheduling; Cancellation. Professional Services must be scheduled within nine (9) months of the date of the Ordering
Document under which such Professional Services were purchased and completed within twelve (12) months of the Ordering
Document. If Customer does not schedule the Professional Services within this time frame, Tenable shall have no obligation
to perform the Professional Services or provide a refund. Tenable shall have no obligation to perform the Professional Services
or provide a refund if Customer or Customer’s designated attendees do not attend a scheduled training session or cancel a
Professional Services engagement without providing proper notice. Customer must provide Tenable at least five (5) business
days’ notice to reschedule any Professional Services. Tenable reserves the right, directly or through a Reseller, to invoice
Customer monthly for travel expenses incurred in the prior month.
7. Customer Responsibilities. For Professional Services occurring on Customer’s site, Tenable agrees to comply with applicable
and reasonable security procedures provided Customer provides Tenable with such written procedures in advance. Some of
the Professional Services may require Customer to have specialized knowledge or meet particular software or hardware
requirements (for example, appropriate computers or appliances, stable Internet connection or up-to-date web browsers or
operating system, etc.). If technical issues arise during the Professional Services, Tenable will use commercially reasonable
efforts to resolve such issues, but will have no liability based on Customer’s failure to meet technical requirements. Tenable
will not provide any refund based on Customer’s failure to meet these prerequisites.
8. Changes. Either Party may request that a change be made to the Professional Services. Tenable reserves the right to charge a
fee for any material changes to the Professional Services. No changes shall be binding unless executed by both Parties.
9. Non-Solicitation. During the term that Professional Services are being provided and for a period of one (1) year after their
completion, Customer will not, either directly or indirectly, solicit for employment any person employed by Tenable or any of
its Affiliates that have provided Customer Professional Services under this Agreement. For the avoidance of doubt, this
restriction shall not prevent Customer from hiring based on a response to Customer’s advertising in good faith to the general
public a position or vacancy to which an employee or worker of Tenable responds, provided that no such advertisement shall
be intended to specifically target Tenable personnel.
Tenable Confidential and Proprietary Tenable Master Agreement v.6 2.2023

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Copyright 2001-2005 (C) MetaStuff, Ltd. All Rights Reserved.
Copyright 2001-2023 © MetaStuff, Ltd. and DOM4J contributors. All Rights Reserved.
Redistribution and use of this software and associated documentation
("Software"), with or without modification, are permitted provided
@ -23,8 +23,7 @@ that the following conditions are met:
permission of MetaStuff, Ltd. DOM4J is a registered
trademark of MetaStuff, Ltd.
5. Due credit should be given to the DOM4J Project -
http://www.dom4j.org
5. Due credit should be given to the DOM4J Project - https://dom4j.github.io/
THIS SOFTWARE IS PROVIDED BY METASTUFF, LTD. AND CONTRIBUTORS
``AS IS'' AND ANY EXPRESSED OR IMPLIED WARRANTIES, INCLUDING, BUT

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MICROSOFT SOFTWARE LICENSE TERMS
MICROSOFT TEAMS FOR LINUX (PRE-RELEASE VERSION)
These license terms are an agreement between you and Microsoft Corporation (or
one of its affiliates). They apply to the software named above and any Microsoft
services or software updates (except to the extent such services or updates are
accompanied by new or additional terms, in which case those different terms
apply prospectively and do not alter your or Microsoft’s rights relating to
pre-updated software or services). IF YOU COMPLY WITH THESE LICENSE TERMS, YOU
HAVE THE RIGHTS BELOW. BY USING THE SOFTWARE, YOU ACCEPT THESE TERMS. IF YOU DO
NOT ACCEPT THEM, DO NOT USE THE SOFTWARE.
1. INSTALLATION AND USE RIGHTS.
a) General. This early pre-release version of the software is made available and
licensed only to certain Microsoft Enterprise customers that have been invited
by Microsoft to preview and test the software. Provided that your company has
been invited by Microsoft to test this pre-release version of the software, you
may install and use internally within your organization any number of copies of
the software on your devices, solely to test and evaluate it for your internal
business purposes. You may not use the software in a live operating environment
unless Microsoft permits you to do so under another agreement.
b) Third Party Software. The software may include third party applications that
are licensed to you under this agreement or under their own terms. License
terms, notices, and acknowledgements, if any, for the third party applications
may be accessible online at http://aka.ms/thirdpartynotices or in an
accompanying notices file. Even if such applications are governed by other
agreements, the disclaimer, limitations on, and exclusions of damages below also
apply to the extent allowed by applicable law.
2. TIME-SENSITIVE SOFTWARE.
a) Term. The term of this agreement is until the earlier of (a) such time that
Microsoft terminates this agreement (see Section 10 below), or (b) Microsoft
commercially releases the software at “general availability.”
b) Notice. You may receive periodic reminder notices of term expiration through
the software.
c) Access to data. You may not be able to access data used in the software when
it stops running.
3. PRE-RELEASE SOFTWARE. The software is an early pre-release version. It may
not operate correctly. It may be different from the later commercially released
version.
4. FEEDBACK. If you give feedback about the software to Microsoft, you give to
Microsoft, without charge, the right to use, share and commercialize your
feedback in any way and for any purpose. You will not give feedback that is
subject to a license that requires Microsoft to license its software or
documentation to third parties because Microsoft includes your feedback in them.
These rights survive this agreement.
5. DATA COLLECTION. The software may collect information about you and your use
of the software and send that to Microsoft. Microsoft may use this information
to provide services and improve Microsoft’s products and services. Your opt-out
rights, if any, are described in the product documentation. Some features in the
software may enable collection of data from users of your applications that
access or use the software. If you use these features to enable data collection
in your applications, you must comply with applicable law, including getting any
required user consent, and maintain a prominent privacy policy that accurately
informs users about how you use, collect, and share their data. You can learn
more about Microsoft’s data collection and use in the product documentation and
the Microsoft Privacy Statement at
https://go.microsoft.com/fwlink/?LinkId=521839. You agree to comply with all
applicable provisions of the Microsoft Privacy Statement.
6. SCOPE OF LICENSE. The software is licensed, not sold. Microsoft reserves all
other rights. Unless applicable law gives you more rights despite this
limitation, you will not (and have no right to):
a) work around any technical limitations in the software that only allow you to
use it in certain ways;
b) reverse engineer, decompile or disassemble the software;
c) remove, minimize, block, or modify any notices of Microsoft or its suppliers
in the software;
d) use the software in any way that is against the law or to create or propagate
malware; or
e) share, publish, distribute, or lend the software, provide the software as a
stand-alone hosted solution for others to use, or transfer the software or this
agreement to any third party.
7. EXPORT RESTRICTIONS. You must comply with all domestic and international
export laws and regulations that apply to the software, which include
restrictions on destinations, end users, and end use. For further information on
export restrictions, visit http://aka.ms/exporting.
8. SUPPORT SERVICES. Microsoft is not obligated under this agreement to provide
any support services for the software. Any support provided is “as is”, “with
all faults”, and without warranty of any kind.
9. UPDATES. The software may periodically check for updates, and download and
install them for you. You may obtain updates only from Microsoft or authorized
sources. Microsoft may need to update your system to provide you with updates.
You agree to receive these automatic updates without any additional notice.
Updates may not include or support all existing software features, services, or
peripheral devices.
10. TERMINATION. Without prejudice to any other rights, Microsoft may terminate
this agreement (a) for any reason or no reason (without cause) upon 15 days’
notice to you electronically (such as email) or in writing, or (b) if you fail
to comply with any of its terms or conditions. In such event, you must destroy
all copies of the software and all of its component parts.
11. ENTIRE AGREEMENT. This agreement, and any other terms Microsoft may provide
for supplements, updates, or third-party applications, is the entire agreement
for the software.
12. APPLICABLE LAW AND PLACE TO RESOLVE DISPUTES. If you acquired the software
in the United States or Canada, the laws of the state or province where you live
(or, if a business, where your principal place of business is located) govern
the interpretation of this agreement, claims for its breach, and all other
claims (including consumer protection, unfair competition, and tort claims),
regardless of conflict of laws principles. If you acquired the software in any
other country, its laws apply. If U.S. federal jurisdiction exists, you and
Microsoft consent to exclusive jurisdiction and venue in the federal court in
King County, Washington for all disputes heard in court. If not, you and
Microsoft consent to exclusive jurisdiction and venue in the Superior Court of
King County, Washington for all disputes heard in court.
13. CONSUMER RIGHTS; REGIONAL VARIATIONS. This agreement describes certain legal
rights. You may have other rights, including consumer rights, under the laws of
your state, province, or country. Separate and apart from your relationship with
Microsoft, you may also have rights with respect to the party from which you
acquired the software. This agreement does not change those other rights if the
laws of your state, province, or country do not permit it to do so. For example,
if you acquired the software in one of the below regions, or mandatory country
law applies, then the following provisions apply to you:
a) Australia. You have statutory guarantees under the Australian Consumer Law
and nothing in this agreement is intended to affect those rights.
b) Canada. If you acquired this software in Canada, you may stop receiving
updates by turning off the automatic update feature, disconnecting your device
from the Internet (if and when you re-connect to the Internet, however, the
software will resume checking for and installing updates), or uninstalling the
software. The product documentation, if any, may also specify how to turn off
updates for your specific device or software.
c) Germany and Austria.
i. Warranty. The properly licensed software will perform substantially as
described in any Microsoft materials that accompany the software. However,
Microsoft gives no contractual guarantee in relation to the licensed software.
ii. Limitation of Liability. In case of intentional conduct, gross negligence,
claims based on the Product Liability Act, as well as, in case of death or
personal or physical injury, Microsoft is liable according to the statutory law.
Subject to the foregoing clause ii., Microsoft will only be liable for slight
negligence if Microsoft is in breach of such material contractual obligations,
the fulfillment of which facilitate the due performance of this agreement, the
breach of which would endanger the purpose of this agreement and the compliance
with which a party may constantly trust in (so-called "cardinal obligations").
In other cases of slight negligence, Microsoft will not be liable for slight
negligence.
14. DISCLAIMER OF WARRANTY. THE SOFTWARE IS LICENSED “AS IS.” YOU BEAR THE RISK
OF USING IT. MICROSOFT GIVES NO EXPRESS WARRANTIES, GUARANTEES, OR CONDITIONS.
TO THE EXTENT PERMITTED UNDER APPLICABLE LAWS, MICROSOFT EXCLUDES ALL IMPLIED
WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NON-INFRINGEMENT.
15. LIMITATION ON AND EXCLUSION OF DAMAGES. IF YOU HAVE ANY BASIS FOR RECOVERING
DAMAGES DESPITE THE PRECEDING DISCLAIMER OF WARRANTY, YOU CAN RECOVER FROM
MICROSOFT AND ITS SUPPLIERS ONLY DIRECT DAMAGES UP TO U.S. $5.00. YOU CANNOT
RECOVER ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL,
INDIRECT OR INCIDENTAL DAMAGES.
This limitation applies to (a) anything related to the software, services,
content (including code) on third party Internet sites, or third party
applications; and (b) claims for breach of contract, warranty, guarantee, or
condition; strict liability, negligence, or other tort; or any other claim; in
each case to the extent permitted by applicable law.
It also applies even if Microsoft knew or should have known about the
possibility of the damages. The above limitation or exclusion may not apply to
you because your state, province, or country may not allow the exclusion or
limitation of incidental, consequential, or other damages.
Please note: As this software is distributed in Canada, some of the clauses in
this agreement are provided below in French.
Remarque: Ce logiciel étant distribué au Canada, certaines des clauses dans ce
contrat sont fournies ci-dessous en français.
EXONÉRATION DE GARANTIE. Le logiciel visé par une licence est offert « tel quel
». Toute utilisation de ce logiciel est à votre seule risque et péril. Microsoft
n’accorde aucune autre garantie expresse. Vous pouvez bénéficier de droits
additionnels en vertu du droit local sur la protection des consommateurs, que ce
contrat ne peut modifier. La ou elles sont permises par le droit locale, les
garanties implicites de qualité marchande, d’adéquation à un usage particulier
et d’absence de contrefaçon sont exclues.
LIMITATION DES DOMMAGES-INTÉRÊTS ET EXCLUSION DE RESPONSABILITÉ POUR LES
DOMMAGES. Vous pouvez obtenir de Microsoft et de ses fournisseurs une
indemnisation en cas de dommages directs uniquement à hauteur de 5,00 $ US. Vous
ne pouvez prétendre à aucune indemnisation pour les autres dommages, y compris
les dommages spéciaux, indirects ou accessoires et pertes de bénéfices.
Cette limitation concerne:
• tout ce qui est relié au logiciel, aux services ou au contenu (y compris le
code) figurant sur des sites Internet tiers ou dans des programmes tiers; et
• les réclamations au titre de violation de contrat ou de garantie, ou au
titre de responsabilité stricte, de négligence ou d’une autre faute dans la
limite autorisée par la loi en vigueur.
Elle s’applique également, même si Microsoft connaissait ou devrait connaître
l’éventualité d’un tel dommage. Si votre pays n’autorise pas l’exclusion ou la
limitation de responsabilité pour les dommages indirects, accessoires ou de
quelque nature que ce soit, il se peut que la limitation ou l’exclusion
ci-dessus ne s’appliquera pas à votre égard.
EFFET JURIDIQUE. Le présent contrat décrit certains droits juridiques. Vous
pourriez avoir d’autres droits prévus par les lois de votre pays. Le présent
contrat ne modifie pas les droits que vous confèrent les lois de votre pays si
celles-ci ne le permettent pas.
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