- In General. These terms apply in connection with (and are incorporated into) the agreement between Verizon Business Network Services Inc, on behalf of MCI Communications Services, Inc. d/b/a Verizon Business Services or another Verizon entity (“Verizon”) and Customer, as defined therein (“Customer”), pursuant to which Verizon will use certain software licensed to Verizon by Tanium Inc. or its affiliates (the “Tanium Software”) to provide services to Customer (“Verizon Services”). At the direction of Verizon, Customer shall install the client software part of the Tanium Software onto its endpoints so that Verizon can provide the Verizon Services. Customer’s use of the Verizon Services will indicate its agreement to these terms.
- Restrictions. Customer shall not: (i) use the Tanium Software; (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; and/or (iii) remove any proprietary notices or disclaimers from the Tanium Software, including, but not limited to, copyright and trademark notices.
- Intellectual Property; Feedback. The Tanium Software 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 copyrights, patents, trade secrets, trademarks, service marks, trade names, moral rights, and other intellectual property and proprietary rights in the Tanium Software will remain the sole and exclusive property of Tanium and its relevant licensors and suppliers. Customer may provide suggestions, comments, or other feedback (collectively, “Feedback”) to Verizon or Tanium with respect to the Tanium Software. Feedback is voluntary and neither Verizon 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 Customer’s intellectual property rights to make use of the Feedback, Customer hereby grants Tanium an irrevocable, non-exclusive, perpetual, royalty-free license to use the Feedback in connection with the Tanium Software.
- Disclaimers; Exclusion of Damages. Customer acknowledges and agrees that Tanium has no liability whatsoever for the Verizon Services. Verizon is solely responsible for provision of, and any liability related to, the Verizon Services. Verizon is not authorized to make any warranties or representations regarding 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 DOES NOT WARRANT THAT THE TANIUM SOFTWARE WILL MEET CUSTOMER’S REQUIREMENTS, OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY VERIZON SHALL CREATE ANY WARRANTIES OR IN ANY WAY INCREASE THE SCOPE OF TANIUM’S OBLIGATIONS HEREUNDER. IN NO EVENT WILL TANIUM BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR AN AMOUNT GREATER THAN FIVE HUNDRED DOLLARS ($500) OR FOR ANY INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE TANIUM SOFTWARE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. CUSTOMER WAIVES ANY AND ALL CLAIMS, NOW KNOWN OR LATER DISCOVERED, THAT IT MAY HAVE AGAINST TANIUM RELATING TO THE TANIUM SOFTWARE. CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH REGARD TO THE TANIUM SOFTWARE IS TO CEASE RECEIVING VERIZON SERVICES UTILIZING THOSE ELEMENTS.
- Export. Customer 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, Customer 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.
- Third Party Beneficiary. Tanium shall be deemed to be a third party beneficiary of the Agreement between Verizon and Customer with the right to directly enforce these terms against Customer.
