updated on Sat Jan 14 12:12:45 UTC 2012

[aur-mirror.git] / nessus / LICENSE.NESSUS

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 7063 Columbia Gateway
Drive, Suite 100, Columbia, MD 21046 
("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
7063 Columbia Gateway Drive, Suite 100
Columbia, MD 21046
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 
7063 Columbia Gateway Drive, Suite 100, Columbia, MD 
21046 ("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
7063 Columbia Gateway Drive, Suite 100
Columbia, MD 21046
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.