Last Updated: March 2023
In connection with the services (“Service Offering”) provided to its customers (each an “End User“), service provider (“Provider”) will use certain software licensed to Provider by Tanium Inc. (“Tanium”) (such software, the “Tanium Software”). By using the Service Offering, including any installation or deployment of the Tanium Software, End User agrees to these terms (“Agreement”).
1. Restrictions. End User shall not: (i) use the Tanium Software other than as expressly permitted by Provider and this Agreement; (ii) download, reproduce, copy, alter, adapt, modify, improve, translate, create derivative works from, reverse engineer, disassemble, decompile or otherwise attempt to reveal the trade secrets or know-how underlying the Tanium Software; (iii) sublicense, resell, sublease or transfer the Tanium Software or use the Tanium Software for the benefit of any third party; (iv) use the Tanium Software to develop a competing product; and (v) remove any proprietary notices or disclaimers from the Tanium Software, including, but not limited to, copyright and trademark notices. End User shall hold the Tanium Software in strict confidence and not disclose it to any unauthorized party.
2. Intellectual Property; Feedback. The Tanium Software is licensed, not sold. It is protected by United States copyright, trade secret law, and other intellectual property law, and by international treaty provisions. All rights not expressly granted in this agreement are reserved by Tanium and its third- party licensors and suppliers. All intellectual property and proprietary rights in the Tanium Software will remain the sole and exclusive property of Tanium and its relevant licensors and suppliers. End User may provide suggestions, comments, or other feedback (collectively, “Feedback”) to Provider or Tanium with respect to the Tanium Software. Feedback is voluntary and neither Provider nor Tanium is required to hold it in confidence. Tanium may use Feedback for any purpose without obligation of any kind. To the extent a license is required under End User’s intellectual property rights to make use of the Feedback, End User hereby grants Tanium an irrevocable, non-exclusive, perpetual, royalty-free license to use the Feedback in connection with Tanium products and services.
3. Third-Party Components. The Tanium Software and updates thereto may contain certain third-party components (“Third-Party Components”) that are provided under terms and conditions which are different from this Agreement, or which require Tanium to provide users with certain notices and/or information. A list of the Third-Party Components and the applicable terms and conditions and notices are available at https://tanium.github.io/opensource/ (“Third-Party Licenses”). Use of each Third-Party Component that contains or is accompanied by its own license agreement is subject to the terms and conditions of such other license agreement, and not this Agreement. All Third-Party Components are provided on an “AS IS” basis and Tanium will not be liable to End User for any claims related to the Third-Party Components.
4. Disclaimers; Exclusion of Damages. End User acknowledges and agrees that Tanium has no liability whatsoever for the Service Offering or any other products and services furnished by Provider. Provider is solely responsible for provision of the Service Offering. No Provider is authorized to make any warranties or representations regarding Tanium or the Tanium Software. THE TANIUM SOFTWARE IS PROVIDED ON AN “AS AVAILABLE,” “AS IS” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TANIUM DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE TANIUM SOFTWARE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, QUIET ENJOYMENT, QUALITY OF INFORMATION, AND FITNESS FOR A PARTICULAR PURPOSE. TANIUM SHALL HAVE NO LIABILITY OF ANY KIND TO END USER FOR THE TANIUM SOFTWARE.
5. Export. End User acknowledges that the Tanium Software is subject to the export control, economic sanctions, and import laws, regulations and requirements of the United States and other countries including European Union regulations. Without limiting the foregoing, End User agrees that it will not export, re-export, or re-transfer the Tanium Software in contravention of the foregoing, or provide service to any person, in any jurisdiction, or for any user that would create a licensing requirement under U.S. Export control and economic sanctions laws, regulations and requirements without first obtaining any such license.
6. U.S. Government Rights. The Tanium Software is commercial computer software as described in DFARS 252.227-7014(a) (1) and FAR 2.101. If acquired by or on behalf of any the Department of Defense or any component thereof, the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement as specified in DFARS 227.7202-3, Rights in Commercial Computer Software or Commercial Computer Software Documentation. If acquired by or on behalf of any civilian agency, the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement as specified in FAR 12.212, Computer Software.
7. Audit. In accordance with Tanium’s agreement with Provider, Tanium may audit Provider’s and End User’s use of the Tanium Software contained in any Service Offering (“Audit”). An Audit may include, without limitation, the inspection and review of computers or servers on which the Tanium Software has been installed or hosted, and records, procedures or business practices that relate to End User’s performance under and compliance with the terms of this Agreement. End User will reasonably cooperate with Tanium and any auditor retained by it in the conduct of the Audit. Audits will be conducted during End User’s normal business hours.
8. Third-Party Beneficiary. Tanium shall be deemed to be a third-party beneficiary of this Agreement, with the right to directly enforce its terms.