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Subscription Agreement for Tanium Cloud

Subscription Agreement for

Tanium Cloud

Last Updated: August 2026

IMPORTANT – PLEASE READ BEFORE USING THE SERVICE. By accessing, installing or using any part of the Service, Customer agrees to the terms of this Agreement as governing Customer’s use of the Service and Support. The person accepting the terms of this Agreement on behalf of Customer confirms that they (1) have full authority to bind Customer, and (2) have read and understood this Agreement. Accepting this Agreement electronically constitutes a valid and binding electronic signature with the same binding effect as a handwritten signature.

The Agreement consists of two parts: PART 1 – General Terms, and PART 2 – Country-specific Terms. The terms of PART 2 may replace or modify those of PART 1 where applicable.

PART 1 – General Terms

  1. Defined Terms. Capitalized terms used in this Agreement have the meanings set forth below. Additional defined terms may appear elsewhere in this Agreement and have the meanings given where defined.
    1. Affiliate” means an entity that is controlled by, controls, or is under common control of a party, where “control” means the ownership, in the case of a corporation, of more than fifty percent (50%) of the voting securities in such corporation or, in the case of any other entity, the ownership of a majority of the beneficial or voting interest of such entity.
    2. Agreement” means these terms, together with the Schedules, exhibits, DPA, Documentation, appendices, and the AUP.
    3. Applicable Laws” means all applicable local, state, federal and international laws, regulations, and conventions, including, without limitation, those related to data privacy, data transfer and the exportation of technical or personal data.
    4. AUP” means Tanium's Acceptable Use Policy made available at http://www.tanium.com/aup.
    5. Confidential Information” means all information disclosed by one party or its Affiliates to the other or its Affiliates in connection with this Agreement, whether disclosed orally, in writing, or by electronic means, which is: (i) marked “confidential” or “proprietary”, or (ii) information that a reasonable person under similar circumstances would understand to be confidential. Confidential Information includes, but is not limited to, the Service and Support Materials.
    6. Credentials” means user ID and password information used to access the Service.
    7. Custom Content” means any content or code not provided by Tanium that Customer uses with the Service.
    8. Customer” means the end user customer entering into this Agreement with Tanium.
    9. Customer Data” means any data or data files that Customer may upload or grant access to when using the Service.
    10. Documentation” means the technical documentation labeled as “User Guides” and made available by Tanium in English at https://help.tanium.com/, as updated from time to time by Tanium.
    11. DPA” means the Data Processing Addendum at https://tanium.com/dpa, as updated from time to time by Tanium.
    12. Effective Date” is the earlier of: (i) the date of the applicable Schedule, or (ii) the date Tanium delivers Credentials enabling Customer to access the Service.
    13. Eligible Customers” means federal, state, local, and tribal government entities, educational institutions, and any entity that collects, processes, or stores Customer Data for which Customer determines and Tanium agrees that the use of TC-USG is appropriate to help Eligible Customer comply with regulatory and compliance requirements of the United States federal government.
    14. Evaluation Period” means the term set forth in the applicable welcome email or license key notice for the Evaluation Service(s), or if no term is described, a period of 30 days following delivery of the Evaluation Service(s), as may be extended by Tanium in writing.
    15. Evaluation Service(s)” means Services provided by Tanium free of charge for proof of concept, evaluation or lab development.
    16. FedRAMP” means the Federal Risk and Authorization Management Program.
    17. Feedback” means any suggestions, comments, or other feedback Customer provides to Tanium with respect to Tanium’s products and services.
    18. Generally Available” or “GA” means a production version of the Service made available to Tanium's customer base.
    19. Initial Subscription Term” means the license term specified in the applicable Schedule.
    20. Managing Party” means a third party that manages Customer's information technology resources.
    21. Preview Software” means any part of the Service released to Customer that has been identified by Tanium as “Beta,” “Pre-release,” “Private Preview,” or “Pilot.”
    22. Quote” means the current Tanium-provided quote for the Service and/or Support.
    23. Renewal Term” means each successive subscription term that follows the Initial Subscription Term when expressly stated in the applicable Schedule.
    24. Representatives” means recipient's Managing Party, Affiliates, and their personnel and contractors who need to know the disclosing party's Confidential Information and are bound by confidentiality obligations no less protective than this Agreement.
    25. Reseller” means a Tanium authorized business partner.
    26. Schedule” means the applicable (i) signed schedule, or (ii) Quote and purchase order accepted by Tanium.
    27. Service” means, collectively: (i) the Tanium-hosted internet-based service, (ii) the proprietary client software in object code form, and (iii) the APIs, sensors, scripts, packages, actions, and “Saved Questions,” all as made Generally Available by Tanium and provided by or on behalf of Tanium to Customer.
    28. SSP” means Tanium's FedRAMP System Security Plan.
    29. Subscription Term” means the Initial Subscription Term and any applicable Renewal Terms.
    30. Supplemental Support” means the additional support offerings detailed in the Schedule, which Tanium makes available for a separate fee.
    31. Support” means, collectively, the Support Services, Supplemental Support, Training, and any other services acquired by Customer from Tanium.
    32. Support Materials” means non-GA materials including “Labs” or “Community” content, sensors, and scripts that Tanium may provide to Customer during the Subscription Term.
    33. Support Services” means the support and maintenance described in Section 7(a) below.
    34. Tanium” means the Tanium entity listed or identified on the Quote.
    35. Tanium Offerings” means the Documentation, Service, Support and Support Materials, collectively.
    36. Taxes” means any taxes, levies, or duties, of any nature, that may be assessed by any jurisdiction.
    37. TC-USG” means Tanium Cloud for US Government, a version of the Service offered to Eligible Customers.
    38. TC-USG Customer(s)” means any Customer that purchases, accesses, or uses TC-USG.
    39. Technical Support Contact(s)” means the person(s) designated by Customer to contact Tanium for Support Services.
    40. Third Party Integrations” means features of the Service designed to integrate with software or services offered by a third party.
    41. Trade Laws” means U.S. and other applicable export, import, sanctions, and trade-restriction laws.
    42. User(s)” means Customer-designated personnel permitted to use and access the Service and Support Materials.
  2. License; Ownership; Data.
    1. License. Subject to this Agreement and the timely payment of fees, Tanium grants Customer a non-transferable, non-exclusive, non-sublicensable license during the Subscription Term to: (i) access and use the internet-based portion of the Service, (ii) access, download and use the proprietary client software made available through the Service, and (iii) access, download, copy and use the APIs, sensors, scripts, packages, actions, and ‘Saved Questions’ made available through the Service, for Customer’s internal use only and only in accordance with the Documentation. During the Subscription Term, Customer may copy and use the Documentation and Support Materials only as needed for Customer to use the Service.
    2. Ownership. The Tanium Offerings are licensed to Customer, not sold, and contain material that is protected by intellectual property law and international treaties. Except for the specific rights expressly granted to Customer under this Agreement, Tanium retains all right, title and interest to the Tanium Offerings and any derivative works or modifications made to the Tanium Offerings, and to any data generated by or derived from Customer’s use of the Tanium Offerings.
    3. License Scope. The Service is licensed as set forth in the applicable Schedule. Certain artificial intelligence (AI) features within the Service may be available only on a limited basis or may be subject to additional fees, as more fully set forth in the Schedule.
    4. Customer Data. As between the parties, Customer will retain all right, title and interest in and to the Customer Data. Customer grants Tanium a non-exclusive, worldwide, royalty-free right to copy, modify and use the Customer Data to provide the Service and Support and to internally develop and improve Tanium products and services in a manner that does not identify Customer to any third party. Customer represents that it has all rights necessary to grant this license and that the Customer Data does not infringe any third-party rights.
    5. Customer Personal Data. Customer alone controls which types of data, including Customer Personal Data (as defined in the DPA), is processed through Customer’s use of the Service and Support. To the extent Tanium processes Customer Personal Data on Customer’s behalf, it will do so pursuant to the DPA, which is incorporated by reference. This Section states Tanium’s entire obligation regarding Customer Personal Data.
  3. Restrictions. Customer’s license is subject to the following conditions and restrictions:
    1. Compliance with Laws. Customer’s use of the Tanium Offerings and all Customer Data (including Customer Personal Data) must be compliant with all Applicable Laws.
    2. Only for Customer’s Benefit. Except as expressly permitted in this Agreement, Customer must not (i) use or permit the Tanium Offerings to be used in any manner for anyone’s benefit other than Customer, (ii) assign, sublicense, rent, timeshare, loan, lease or otherwise transfer the Tanium Offerings, or (iii) permit any third-party to use or copy the Tanium Offerings. Use of and access to the Tanium Offerings is permitted only by Users.
    3. Limitations on Copying and Distribution. Except as expressly permitted in this Agreement, Customer must not copy or distribute any part of the Tanium Offerings.
    4. Limitations on Reverse Engineering and Modification. Except where expressly permitted by Applicable Laws, Customer must not reverse engineer, decompile, disassemble, modify, or create derivative works of the Tanium Offerings, directly or indirectly.
    5. Proprietary Notices. Customer must not remove any proprietary notices (e.g., copyright and trademark notices) from the Tanium Offerings, and Customer must reproduce all proprietary notices on each permitted copy.
    6. Use in Accordance with Documentation. All use of the Service and Support Materials must be in accordance with the Documentation, the AUP, and this Agreement.
    7. Use of the Service. Customer controls which types of data are processed through the Service. Customer acknowledges that the Service is not designed to store or process any sensitive data, such as patient health information or credit card data, that may require additional or different security measures beyond what is described in this Agreement, and Customer is solely responsible for ensuring that its use of the Service and Support Materials does not involve storing or processing such sensitive data. Customer must not: (i) disable or disrupt the integrity or performance of the Service, or (ii) access the Service through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, or any other similar data mining tools) other than Support Materials or Service features provided by Tanium expressly for such purposes.
    8. Tanium’s Intellectual Property. Customer must not use the Tanium Offerings or other Tanium Confidential Information to: (i) contest the validity of any Tanium intellectual property, (ii) compete with Tanium, or (iii) conduct any benchmarking or competitive analysis of Tanium products or services.
    9. Credential Protection; Authentication. Customer must require that all Users keep their Credentials strictly confidential and not share such information with anyone. Customer agrees that neither Tanium nor its licensors or suppliers have any liability under this Agreement for actions taken using Customer’s Credentials, including but not limited to any unauthorized use or access caused by misuse or misappropriation of such Credentials. Customer is responsible for initiating and facilitating the removal of access to the Service by any User who is no longer authorized to access the Service. Customer must use multi-factor authentication when accessing the Service unless other related security measures are required in the Documentation.
  4. Affiliates and Managing Parties. Customer may allow its Affiliate(s) and Managing Party to use the Tanium Offerings provided that: (a) all use is for Customer’s or the Affiliate’s internal business purposes only and not for the benefit of any Managing Party, and (b) Customer remains liable for the Managing Party’s and Affiliate’s compliance with the terms and conditions of this Agreement. In addition, Customer must ensure that its personnel comply with the terms of this Agreement.
  5. Term and Termination.
    1. Term. Unless otherwise set forth in the applicable Schedule, Customer’s license will commence upon the Effective Date and will continue for the Initial Subscription Term or until this Agreement or the applicable Schedule is terminated under this Section 5.
    2. Automatic Renewal. When expressly stated in the applicable Schedule, Customer’s license will automatically renew after the Initial Subscription Term for successive Renewal Terms, unless Customer notifies Tanium by written notice (email is acceptable) at least 30 days before the beginning of a Renewal Term of its intent not to renew.
    3. Termination. Either party may terminate this Agreement or any Schedule upon written notice if the other party is in material breach of its obligations and fails to cure the material breach within 30 days of receiving notice of breach, or immediately if the breach is not curable. Subject to Applicable Laws, either party may elect to terminate this Agreement or any Schedule upon written notice if the other party is subject to bankruptcy or insolvency, or any petition seeking the winding up of the other party. Upon expiration or termination of this Agreement or the applicable Schedule, Tanium will delete or return all Customer Data, including Customer Personal Data, in accordance with the terms of the DPA.
  6. Fees and Expenses; Payment Terms; Taxes.
    1. Fees and Expenses. This Agreement governs Tanium’s provision of, and Customer’s license to, the Tanium Offerings whether ordered from Tanium or a Reseller. Notwithstanding anything else to the contrary, if Customer orders from a Reseller, final terms of the transaction (e.g., pricing, discounts, fees, payments, and taxes) are subject solely to the agreement between Customer and the Reseller. Unless Customer orders through a Reseller: (i) Customer will pay fees directly to Tanium and Tanium will fulfill orders, and (ii) the parties will enter into a Schedule describing the Tanium Offerings. This Agreement applies to any Schedule that references it. If Customer uses a purchase order as a Schedule, it must reference this Agreement and the applicable Quote (deemed incorporated) and copy the sales representative on the Quote. Any conflicting or additional purchase order terms have no effect, and Tanium may reject any non-conforming purchase order.
    2. Payment Terms. Unless otherwise set forth in a Schedule: (i) fees for the Service will be billed on an annual basis, payable in advance, and (ii) all amounts to be paid by Customer are due and payable 30 days after Customer’s receipt of an invoice. Payments will be made by electronic transfer to a bank account designated by Tanium on the invoice. Payment is effective when received in Tanium’s bank account. Late payments accrue interest at the lesser of 1% per month or the maximum permitted by law, and Customer will reimburse Tanium for reasonable collection costs and attorneys’ fees.
    3. Taxes.
      1. All amounts payable by Customer to Tanium under this Agreement are exclusive of Taxes.
      2. The Service is delivered and accessed electronically. Customer may provide a primary place of use for tax purposes. If none is provided, the purchase order “ship to” address will be used. Except for Taxes on Tanium’s income or employees, Customer is responsible for all Taxes arising from this Agreement. Customer will pay all Taxes unless it provides a valid exemption certificate, and must notify Tanium of any tax-status change at least 30 days before the next billing cycle. Any Tax refund or credit Tanium receives for amounts previously paid by Customer will be applied as a credit to Customer’s account or, on request, paid to Customer.
      3. Unless Customer and Tanium agree otherwise, Customer will not deduct un-invoiced taxes from amounts owed to Tanium. Subject to Applicable Laws, the parties will cooperate to reduce applicable withholding taxes and to support any available exemptions, and Tanium will provide registration evidence on request. If Customer must withhold amounts under Applicable Laws, it will gross up the payment so Tanium receives the amount it would have received absent the withholding. Customer will indemnify Tanium for any disputed Taxes (including interest and penalties), and Tanium will, where practical, notify Customer of any tax dispute and work with Customer to minimize deficiencies.
      4. The parties acknowledge that the Service constitutes standardized, off-the-shelf software and that, to the extent permitted under Applicable Laws and any applicable tax treaty in force between the country in which Customer is a tax resident and the country in which Tanium is a tax resident, payments under this Agreement are not intended to constitute royalties or consideration for the use of intangible property subject to withholding tax. In the event there is not a treaty in force between the relevant countries, the OECD Model Tax Convention on Income and Capital shall be deemed as the applicable treaty. Where Applicable Laws or the relevant tax authority require withholding notwithstanding this characterization, the gross-up obligation in Section 6(c)(iii) will apply.
  7. Support; Supplemental Support and Training.
    1. Support Services.
      1. Support Services are included with each license to the Service during the Subscription Term. Support Services will be provided in English unless otherwise noted below, agreed in writing, or stated in the Documentation. Support hours vary by Customer location as follows (all excluding Tanium holidays):

The Americas: Monday–Friday, 7am–7pm PT

Germany / France / UK / EMEA: Monday–Friday, 8am–6pm CET

Australia: Monday–Friday, 9am–5pm AEST/AEDT

Japan: Monday–Friday, 9am–5pm JST (provided in Japanese)

Korea: Monday–Friday, 9am–6pm KST (provided in Korean)

Other Asia-Pacific: Monday–Friday, 9am–6pm SGT

  1. Customer may contact Tanium for Support Services at any time during the Subscription Term by submitting a request via the internet-based support platform, and Tanium will respond to such support requests during support hours. Customer may designate up to a maximum of two (2) Technical Support Contacts and may change its designation of Technical Support Contact(s) upon written notice to Tanium.
  1. Customer’s Obligations. Customer is responsible for: (i) preparing and maintaining its systems (e.g., multi-factor authentication) and facilities in accordance with the Documentation, (ii) securing all required permits, inspections, and licenses necessary to use the Service, and (iii) determining whether the Service meets its business needs. Customer acknowledges and agrees that Customer is solely responsible for the function, performance, and results achieved in using or accessing any Support Materials that Tanium may make available to Customer in connection with Support.
  2. Supplemental Support and Training. Supplemental Support may be purchased by Customer and provided by Tanium in accordance with the supplemental support termsset forth in the applicable Schedule. In addition, product training may be purchased by Customer and provided by Tanium in accordance with the training terms set forth in the applicable Schedule.
  1. Limited Warranties; Disclaimer; Integrations with Third-Party Software and Services.
    1. Limited Warranties. During the Subscription Term, Tanium warrants that: (a) the Service will operate in substantial conformity with the Documentation, and (b) it will use commercially reasonable efforts to screen the Service prior to delivery to Customer for viruses, Trojan horses, and other malicious code. If Customer notifies Tanium of a warranty breach during the Subscription Term, Tanium will repair or replace the non-conforming Service, or if repair or replacement would, in Tanium’s opinion, be commercially unreasonable, then Tanium will terminate the relevant licenses and refund the portion of prepaid fees applicable to such non-conforming Service. This is Tanium’s sole liability and Customer’s sole remedy for breach of these warranties. These warranties are contingent upon the proper installation and use of the Service as described in the Documentation and this Agreement. Any modification to the Service by Customer or any third party may void Tanium’s warranties under this Section.
    2. Additional Warranty.In addition, Tanium warrants that any Support will be provided in a professional and workmanlike manner consistent with relevant industry standards. If Customer notifies Tanium of a breach of this warranty, Tanium will re-perform the non-conforming Support, or if re-performance will, in Tanium’s opinion, be commercially unreasonable, then Tanium will refund the portion of separately priced and prepaid fees applicable to such non-conforming Support.
    3. Warranty Disclaimer. EXCEPT AS PROVIDED IN THIS SECTION 8, THE TANIUM OFFERINGS ARE PROVIDED ON AN “AS-IS” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TANIUM AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL OTHER WARRANTIES WITH RESPECT TO THE TANIUM OFFERINGS, 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 OPERATION OF THE SERVICE OR SUPPORT WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ERRORS OR DEFECTS IN THE SERVICE OR SUPPORT WILL BE CORRECTED. TANIUM DOES NOT PROVIDE WARRANTIES WITH RESPECT TO ANY NON-GA PRODUCTS, SCRIPTS, CONTENT, OR OTHER TECHNOLOGIES, INCLUDING THE SUPPORT MATERIALS AND ANY INFORMATION OR ADVICE PROVIDED BY TANIUM PERSONNEL IN THE COURSE OF PROVIDING SUPPORT. TANIUM HAS NO RESPONSIBILITY OR LIABILITY FOR ANY THIRD-PARTY PRODUCTS OR TECHNOLOGIES USED BY CUSTOMER.
    4. Integrations with Third-Party Software and Services.The Service may contain Third Party Integrations. If Customer elects to use a Third Party Integration, Customer: (i) grants Tanium permission to allow the Third Party Integration to collect or share Customer Data as needed for the Third Party Integration to interoperate with the Service, and (ii) acknowledges and agrees that Tanium makes no representations or warranties, and disclaims all liability, with regard to any Third Party Integration, including the handling of Customer Data by its provider.
  2. Indemnification.
    1. Tanium Indemnities. Tanium will defend Customer against any third-party claim that Customer’s use of the Service in compliance with this Agreement infringes a U.S. patent, copyright, or trademark or misappropriates a trade secret, and will indemnify Customer for damages awarded by a court or set forth in a settlement agreed to by Tanium. If such a claim arises or Tanium believes one is likely, Tanium may, at its option: (i) obtain a right for Customer to continue using the Service, (ii) modify the Service to be non-infringing without material loss of functionality, (iii) replace it with a functionally equivalent, non-infringing service, or, if none is commercially reasonable, (iv) terminate this Agreement and refund the prorated unused license fees. Tanium has no obligation for any claim arising from: (A) the use or combination of the Service with any third-party or Customer technology, (B) modification of the Service by anyone other than Tanium, or (C) Custom Content. This Section is Customer’s sole remedy and Tanium’s sole liability for any IP infringement claim related to the Service or this Agreement.
    2. Customer Indemnities. Customer will defend Tanium against any third-party claim arising out of: (i) Customer’s modification of any part of the Service; (ii) Custom Content; (iii) Customer Data provided without required permissions or used by Customer in violation of Applicable Law; or (iv) Customer’s breach of the AUP, and will indemnify Tanium for damages awarded by a court or set forth in a settlement agreed to by Customer.
    3. Indemnification Procedures. The party seeking indemnification must promptly notify the indemnifying party in writing of such claim, permit the indemnifying party sole authority to control the defense or settlement of such claim, and provide the indemnifying party with reasonable assistance in its defense. The indemnified party may participate in the defense at its sole cost. The indemnifying party will not enter into any settlement agreeing to any injunctive relief, payment or admission of liability affecting the indemnified party without the indemnified party’s written consent.
  3. Limitation of Liability.
    1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL TANIUM OR ITS AFFILIATES BE LIABLE FOR ANY LOST REVENUE, LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, COST OF REPLACEMENT GOODS OR SERVICES, OR FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES, REGARDLESS OF LEGAL THEORY AND EVEN IF TANIUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    2. IN ANY CASE, THE AGGREGATE LIABILITY OF TANIUM AND ITS AFFILIATES UNDER THIS AGREEMENT FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE) IS LIMITED TO THE FEES PAID BY CUSTOMER FOR THE APPLICABLE SERVICE DURING THE 12 MONTHS PRECEDING SUCH CLAIM.
    3. No claim, regardless of form, arising out of any of the transactions under this Agreement may be brought by Customer more than 1 year after Customer is made aware of the circumstances that resulted in such claim. In the event Tanium makes a refund or credit under this Agreement, any such monies refunded or credited by Tanium will be applied to the measure of damages subsequently awarded by a court, if any.
  4. Confidentiality.
    1. Confidential Information does not include information that:(i)isgenerallyknowntothepublicwithoutanybreachofany obligation on the part of recipient or any of itsRepresentatives, (ii)islawfullyobtainedbyrecipientfromathirdpartywhohasthe righttodiscloseit,(iii)wasalreadyknownbyrecipientatthetime of thedisclosure,or (iv)is independentlydevelopedby recipient without reference to any of disclosing party’sConfidential Information.
    2. Each party will: (i) use the other’s Confidential Information only as permitted by this Agreement; (ii) protect it with the same care it uses for its own confidential information, and at least reasonable care; and (iii) not disclose it to third parties other than its Representatives. Recipient is responsible for any breach by its Representatives. If recipient is compelled by law or court order to disclose Confidential Information, it will, where permitted, give prompt notice so the disclosing party may seek a protective order, and will promptly notify the disclosing party of any unauthorized use or disclosure.
    3. Recipient acknowledges that monetary damages may be an insufficient remedy for unauthorized disclosure of Confidential Information and that the disclosing party may seek any legally permitted relief to protect its Confidential Information.
    4. Notwithstanding the foregoing, Customer acknowledges and agrees that Tanium may use Customer’s Confidential Information internally at Tanium for sales/support analytics and employee training.
    5. In the event the parties execute a non-disclosure agreement related to Customer’s license of the Service, whether before or after the Effective Date, the terms of this Agreement will supersede such non-disclosure agreement.
    6. Upon expiration or termination of this Agreement or the applicable Schedule, or at the disclosing party’s request, the recipient will promptly delete or return any Confidential Information. Notwithstanding the foregoing, the recipient may retain copies of Confidential Information in order to meet its legal or regulatory obligations, provided that the recipient continues to handle the retained information in accordance with this Agreement.
  5. Evaluation Software, Feedback and Preview Software.
    1. Evaluation Software. This Section applies to all Evaluation Service(s). Subject to Section 3 (Restrictions), Tanium grants to Customer a non-transferable, non-exclusive limited license during the Evaluation Period to use the Evaluation Service(s) for its internal lab development, demonstration, evaluation, training, and testing only. Tanium may extend the Evaluation Period in writing at its discretion. Tanium recommends Customer use the Evaluation Service(s) only in a non-production environment. Tanium provides the Evaluation Service(s) to Customer “AS-IS” and gives no representation, warranty, indemnity, guarantee or condition of any kind. To the maximum extent permitted by law, Tanium’s total aggregate liability and that of its licensors, suppliers and partners is expressly limited to five hundred u.s. dollars ($500) for any and all damages regardless of the nature of the claim or theory of liability. Because the Evaluation Service(s) are provided “AS-IS,” Tanium is not obligated to provide support for them. This Section supersedes any inconsistent term in the Agreement for purposes of the Evaluation Service(s).
    2. Feedback. Feedback is voluntary and Tanium is not 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 a worldwide, irrevocable, non-exclusive, perpetual, transferable, royalty-free license, with the right to sublicense, to use the Feedback in connection with Tanium’s business, including enhancement of the Service.
    3. Preview Software. If any part of the Service released to Customer has been identified by Tanium as Preview Software, then the provisions of Section 12(a) (Evaluation Software) will apply in addition to this Section 12(c). Customer is under no obligation to use any Preview Software; doing so is in Customer’s sole discretion. Because Preview Software can be at various stages of development, operation and use of the Preview Software may be unpredictable. Customer acknowledges and agrees that: (i) Preview Software has not been fully tested, (ii) use or operation of the Preview Software should not occur in a production environment, (iii) Customer’s use of Preview Software will be for purposes of evaluating and testing new functionality and providing Feedback to Tanium, and (iv) Customer will inform its personnel regarding the nature of the Preview Software. In addition, Tanium has no obligation to Customer to further develop or release the Preview Software or provide support for the Preview Software. If Tanium releases another version of the Preview Software or upon notice from Tanium, Customer will return or destroy all prior version(s) or release(s) of the Preview Software that it received from Tanium.
  6. Governing Law/Jurisdiction. Except as set forth in PART 2, this Agreement will be governed by, and construed and enforced in accordance with, the laws in force in the State of California, U.S.A. This Agreement will not be governed by the conflict of laws rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. The Uniform Computer Information Transactions Act as enacted does not apply. Except as set forth in PART 2, the state or federal courts of competent jurisdiction located in San Francisco, California will have exclusive jurisdiction over all disputes relating to this Agreement.
  7. General. This Agreement is the entire agreement between the parties on its subject matter and supersedes all prior communications and any conflicting or additional terms in Customer purchase orders, payment portals, or similar documents (even if Tanium did not object). The English version controls. Amendments must be in writing, reference this Agreement, and be signed by authorized representatives of both parties. This Agreement supersedes any non-disclosure agreement required of Tanium employees or contractors when accessing Customer facilities. If any provision is held invalid, the rest remains in effect, and a failure to enforce any provision is not a waiver. Notices must be marked “Attention: Chief Legal Officer” and sent: (a) to Tanium at the address on the Quote or to [email protected], or (b) to Customer at the address or email provided when purchasing the Service. Notices are deemed delivered 3 days after registered mail, 1 day after overnight courier, or upon confirmation of email receipt. There are no third-party beneficiaries. The following provisions of PART 1 will survive any termination or expiration of this Agreement: Sections 1 (Defined Terms), 2(b) (Ownership), 2(d) (Customer Data), 2(e) (Customer Personal Data), 5(c) (Termination), 6 (Fees and Expenses; Payment Terms; Taxes), 8(c) (Warranty Disclaimer), 8(d) (Integrations with Third-Party Software and Services), 9 (Indemnification), 10 (Limitation of Liability), 11 (Confidentiality), 12(b) (Feedback), 13 (Governing Law/Jurisdiction), 14 (General), 15 (Export or Import), 16 (U.S. Government Rights), 17 (Audit), 18 (Force Majeure), and 19 (Additional Terms for Tanium Cloud for US Government (TC–USG)). All provisions of PART 2, will survive any termination or expiration of this Agreement.
  8. Export or Import. The Service and Support contain encryption and are subject to Trade Laws. Tanium will reasonably assist with any required export or import licenses, but Customer is solely responsible for compliance with Trade Laws and Tanium has no further responsibility after the initial sale within the original country of sale. Customer will not export, re-export, re-transfer, or provide access to the Service or Support in violation of Trade Laws, or to any country not supported by Tanium. Customer will defend and indemnify Tanium against all damages, fines, penalties, costs, and attorneys’ fees arising from Customer’s breach of this Section.
  9. U.S. Government Rights. The Service is commercial computer software as described in DFARS 252.227-7014(a) (1) and FAR 2.101. If acquired by or on behalf of 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.
  10. Audit. During the term of this Agreement and for 1 year thereafter, no more than once in any 12-month period Tanium may audit Customer’s use of the Service (“Audit”). As part of an Audit, Tanium may request a system-generated deployment report evidencing Customer’s deployment of the Service. Customer will reasonably cooperate with Tanium and any auditor retained by Tanium in the conduct of the Audit and will provide any deployment reports requested by Tanium within 30 days of request. Audits will be conducted during Customer’s normal business hours. Customer will address any remediation activities, including the purchase of additional licenses, within 30 days after receiving the final audit report.
  11. Force Majeure. Except for Customer’s payment obligations, neither party will be liable for any failure or delay in performance under this Agreement which is due to any event beyond the reasonable control of such party.
  12. Additional Terms for Tanium Cloud for US Government (TC–USG). TC-USG is a version of the Service offered by Tanium to Eligible Customers. Each TC-USG Customer hereby represents and warrants to Tanium that it is an Eligible Customer and it will strictly comply with this Section 19 and other terms in this Agreement when accessing and using TC-USG. For TC-USG Customers, the following changes are made to the terms of PART 1 of this Agreement:
    1. The following is added to Section 3(g) (Use of the Service):

In addition, TC-USG Customers will not use the Service to store, maintain, process, or transmit any data that is: (i) classified, (ii) federal tax information subject to Internal Revenue Service Publication 1075, (iii) criminal justice information subject to the Federal Bureau of Investigation’s Criminal Justice Information Services Security Policy, or (iv) that requires an authorization level higher than FedRAMP Moderate or Department of Defense Impact Level 2. If Customer introduces any such prohibited data onto the Service, Customer is solely responsible for all sanitization costs incurred by Tanium or its Affiliates, and any third party which Tanium uses to provide the Service.

  1. The following is added to Section 3(i) (Credential Protection; Authentication):

In addition, TC-USG Customers will ensure (i) each User abides by the appropriate Rules of Behavior and (ii) each User who has administrator access to TC-USG is a U.S. Person as set forth in 22CFR § 120.15, is not subject to export restrictions under US export control laws, and is not an excluded or sanctioned party. Customer will ensure it notifies Tanium if it will appoint a new User with administrator access to TC-USG.

  1. Information Security for TC-USG.

For TC-USG Customers, Tanium will continuously monitor the privacy and security controls consistent with its SSP. In providing the Service, Tanium may use public cloud infrastructure services offered by third-party provider(s) as detailed in the SSP. Each third-party provider is responsible for managing the servers on which their cloud service is run and for providing physical security measures at their data centers. Security measures may vary by provider and more information may be available on their respective websites. This Section 19(c) will take precedence over Tanium’s commitments about data privacy and security in this Agreement and, except as required by law, reflects Tanium’s sole commitment with respect to data privacy and security for TC-USG.

PART 2 –Country-specific Terms

For purposes of the Country-specific terms in this PART 2, Customer is considered “Domiciled” at the primary place of use for the Service, as provided by Customer to Tanium for calculation of taxes.

  1. For Customers Domiciled in Germany, the following changes are made to the terms in PART 1:
    1. Sections 3(b) and 3(d) of PART 1 are replaced with the following:

(b)Only for Customer’s Benefit.Except to the extent expressly permitted by this Agreement, Customer shall not assign, sublicense, rent, timeshare, loan, lease or otherwise transfer the Service or Support Materials, or directly or indirectly permit any third-party to use or copy the Service or Support Materials unless it is necessary for the use of the Service or Support Materials in accordance with its intended purpose under clause 69d of the German Copyright Act (Urheberrechtsgesetz or “UrhG”). Customer shall not operate a service bureau or other similar service for the benefit of third parties using the Service or Support Materials. Use of and access to the Service and Support Materials is permitted only by Users.

(d) Limitations on Reverse Engineering and Modification. Except to the extent such a limitation is expressly prohibited by Applicable Laws, in particular clause 69e of UrhG, Customer will not reverse engineer, decompile, disassemble, modify, or create derivative works of the Service or Support Materials whether directly or indirectly unless it is necessary for the use of the Service or Support Materials in accordance with its intended purpose under 69d UrhG.

  1. Section 6(b) (Payment Terms) of PART 1 is replaced with the following:

6(b) Payment Terms. Unless otherwise set forth in a Schedule: (a) fees for Service will be billed on an annual basis, payable in advance, and (b) all amounts to be paid by Customer are due and payable 30 days after Customer’s receipt of an invoice. Payments will be made by electronic transfer to a bank account designated by Tanium on the invoice in the amount of fees for the Service and Support ordered (less any applicable credits and deductions and plus any applicable taxes, shipping, and other charges). The effective date of payment shall be the date on which the entire amount due is credited to Tanium’s bank account or the instrument enabling immediate collection of the entire amount due is received. All undisputed payment not made by Customer when due will be subject to late charges of default interest of nine (9) percentage points above the base interest rate. Customer shall pay all court costs, fees, expenses and reasonable attorneys’ fees incurred by Tanium in collecting delinquent fees.

  1. Sections 8(a) (Limited Warranties), 8(b) (Additional Warranty) and 8(c) (Warranty Disclaimer) of PART 1 are replaced with the following:

8(a) Limited Warranties. During the Warranty Period, Tanium warrants that: (i) the Service will operate in substantial conformity with the Documentation, and (ii) it shall use commercially reasonable efforts to screen the Service prior to delivery to Customer for viruses, Trojan horses, and other malicious codes. The “Warranty Period” is limited to the maximum period mandated under Applicable Laws or the duration of the Subscription Term if shorter. The foregoing warranties apply only to the Service provided to Customer during the Warranty Period and are solely for the benefit of Customer. Customer shall have no authority to extend such warranty to any third party. In the event of a breach of the warranties set out in this Section, Tanium's primary obligation shall be to repair or replace the non-conforming Service within a reasonable timeframe (Nacherfüllung). Customer shall cooperate reasonably with Tanium's efforts to cure any non-conformity. Strict liability without fault for initial defects (verschuldensunabhängige Haftung für anfängliche Mängel) is excluded to the maximum extent permitted by applicable law. For the avoidance of doubt, nothing in this Section limits or excludes Tanium's liability where Tanium has acted wilfully or negligently, and Customer's statutory rights to claim damages under § 280 BGB in such circumstances remain unaffected subject to Section 10 (Limitation of Liability). In assessing whether Tanium is at fault, Customer acknowledges that no software or service can be entirely free of defects, and the existence of a defect alone shall not be sufficient to establish fault on the part of Tanium. For the duration of any period during which Customer is unable to use the Service as a result of Tanium's efforts to repair or replace the non-conforming Service, Customer shall be exempt from paying fees attributable to such unavailability. Where a breach of warranty cannot be remedied by repair or replacement within a reasonable period or after a reasonable number of attempts, either party shall be entitled to terminate the relevant Schedule(s), whereupon Tanium shall refund to Customer any fees paid in respect of the non-conforming Service for the affected period. Customer's right to extraordinary termination pursuant to § 543(2) sentence 1 no. 1 BGB on grounds of failure to grant use in accordance with this Agreement shall only arise where Tanium has been given sufficient opportunity to cure the deficiency and such cure has failed.This warranty is contingent upon the proper installation and use of the Service as described in the Documentation and this Agreement; Tanium shall not be responsible for Customer’s use of the Service if not operated in a manner recommended in the Documentation. Any modification to the Service by Customer or any third party may void Tanium’s warranties under this Section.

8(b) Additional Warranty. In addition, Tanium warrants that any Support will be provided in a professional and workmanlike manner consistent with relevant industry standards. If Tanium breaches the foregoing warranty, Customer’s sole and exclusive remedy will be to terminate the applicable Support and receive a refund of any fees paid for such non-conforming Support.

8(c) Warranty Disclaimer. Intentionally Omitted.

  1. Section 10 (Limitation of Liability) of PART 1 is replaced with the following:

10. Limitation of Liability.

10(a) For damages with respect to injury to health, body or life caused by Tanium, Tanium’s representative, or Tanium’s agents in the performance of its contractual obligations, Tanium is fully liable.

10(b) Tanium is fully liable for damages caused willfully or by the gross negligence by Tanium, Tanium’s representatives or Tanium’s agents in the performance of its contractual obligations. The same applies to damages which result from the absence of a quality which was guaranteed by Tanium or to damages which result from malicious action.

10(c) If damages, except for such cases covered by Sections 10(a), 10(b), or 10(d), with respect to a breach of a contractual core duty are caused by slight negligence, Tanium is liable only for the amount of the damage which was typically foreseeable. Contractual core duties, abstractly, are such duties whose fulfillment enables proper performance of an agreement in the first place and whose performance a contractual party regularly may rely on. For the purposes of this Section, “foreseeable damages” shall mean an amount that does not exceed in the aggregatethe amount paid and payable to Tanium by Customer in the 36-month period prior to the damage causing event.

10(d) Tanium’s liability based on the German Product Liability Act remains unaffected.

10(e) Any further liability of Tanium is excluded except to the extent not permitted under Applicable Laws.

10(f) The limitation period for claims for damages against Tanium expires after 1 year, except for such cases covered by Sections 10(a), 10(b), or 10(d).

10(g)Exclusions to limitations of liability. Notwithstanding anything else to the contrary, nothing contained herein will be construed as limiting Tanium’s right to protect, enforce and recover damages for violation or infringement of its intellectual property rights.

  1. Trade Secrets. Trade secrets within the meaning of Section 2 No. 1 Act on the Protection of Trade Secrets (GeschGehG) are considered Confidential Information, and further-reaching obligations under the Act on the Protection of Trade Secrets, in particular Section 5 No. 2, shall remain unaffected.
  2. Section 12(a) (Evaluation Software) of PART 1 is replaced with the following:

12(a)Evaluation Software. Subject to Section 3 (Restrictions), Tanium grants to Customer a non-transferable, non-exclusive limited license during the Evaluation Period to use the Evaluation Service(s) for its internal development, demonstration, evaluation, training, and testing only. Unless otherwise agreed in writing by Tanium, Customer agrees to use the Evaluation Service(s) in a non-production environment. Customer bears the sole risk of using the Evaluation Service(s). Tanium provides the Evaluation Services to Customer “AS-IS” and gives no representation, warranty, indemnity, guarantee or condition of any kind. Tanium is solely liable for damages caused by Tanium’s willful misconduct. Because the Evaluation Service(s) are provided “AS-IS,” Tanium is not obligated to provide support for them. This Section supersedes any inconsistent term in the Agreement for purposes of the Evaluation Service(s).

  1. Section 13 (Governing Law/Jurisdiction) of PART 1 is replaced with the following:

13. Governing Law/Arbitration.This Agreement and any disputes arising in connection with this Agreement will be governed by, construed and enforced in accordance with, the laws in force in Germany.This Agreement will not be governed by the conflict of laws rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. All disputes arising out of or in connection with the Agreement will be finally settled under the Rules of Arbitration of the International Chamber of Commerce (“Rules”) by a panel of three arbitrators appointed in accordance with the Rules. All proceedings shall be conducted in English, and the arbitration shall take place in Hamburg, Germany. Notwithstanding the foregoing, either party may apply to a court of competent jurisdiction for temporary equitable relief, including the issuance of temporary injunctions, in appropriate circumstances.

  1. For Customers Domiciled in France:
    1. Section 8(a) (Limited Warranties) of PART 1 is replaced with the following:

8(a) Limited Warranties. During the Warranty Period, Tanium warrants that: (i) the Service will substantially perform in accordance with the Documentation (obligation de moyen), and (ii) it shall screen the Service prior to delivery to Customer for viruses, Trojan horses, and other malicious code. The “Warranty Period” means 1 year from the Effective Date. If the Subscription Term is less than 1 year, the Warranty Period will be for the length of the applicable Subscription Term. The foregoing warranties apply only to the Service provided to Customer during the Warranty Period and are solely for the benefit of Customer. Customer shall have no authority to extend such warranty to any third party. The sole and exclusive remedy of Customer, and the sole and exclusive liability of Tanium, for breach of the foregoing warranties in this Section, shall be to repair or replace the non-conforming Service, or if repair or replacement would, in Tanium’s opinion, be commercially unreasonable, then Tanium shall terminate the relevant licenses and refund to Customer the portion of prepaid license fees paid for such non-conforming Service. This warranty is contingent upon the proper installation and use of the Service as described in the Documentation and this Agreement; Tanium shall not be responsible for Customer’s use of the Service if not operated in a manner recommended in the Documentation. Any modification to the Service by Customer or any third party may void Tanium’s warranties under this Section.

  1. Section 13 (Governing Law/Jurisdiction) of PART 1 is replaced with the following:

13. Governing Law/Arbitration. This Agreement will be governed by, construed and enforced in accordance with, the laws in force in France. This Agreement will not be governed by the conflict of laws rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. All disputes arising out of or in connection with the Agreement will be finally settled under the Rules of Arbitration of the International Chamber of Commerce (“Rules”) by a panel of three arbitrators appointed in accordance with the Rules. All proceedings shall be conducted in English, and the arbitration shall take place in Paris, France. Notwithstanding the foregoing, either party may apply to a court of competent jurisdiction for temporary equitable relief, including the issuance of temporary injunctions, in appropriate circumstances.

  1. Section 18 (Force Majeure) of PART 1 is replaced with the following:

18. Force Majeure. Neither party will be liable for any failure or delay in performance under this Agreement which is due to any event beyond the reasonable control of such party, and/or where such breach is caused by, or results from an act or event of force majeure, as provided by article 1218 of the French Civil Code and as defined by French case law, affecting either party, and including without limitation, fire, explosion, unavailability of utilities or raw materials, unavailability of components, labor difficulties, war, pandemic, epidemic, riot, act of God, export control regulation, laws, judgments or government instructions.

  1. For Customers Domiciled in the UK, European Union, Middle East or Africa other than Germany and France:
    1. Section 13 (Governing Law/Jurisdiction) of PART 1 is replaced with the following:

13. Governing Law/Arbitration. This Agreement will be governed by, construed and enforced in accordance with, the laws of England and Wales. This Agreement will not be governed by the conflict of laws rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. All disputes arising out of or in connection with the Agreement will be finally settled under the Rules of Arbitration of the International Chamber of Commerce by a panel of three arbitrators appointed in accordance with said Rules. All proceedings shall be conducted in English, and the arbitration shall take place in London, England. Notwithstanding the foregoing, either party may apply to a court of competent jurisdiction for temporary equitable relief, including the issuance of temporary injunctions, in appropriate circumstances.

  1. For Customers Domiciled in Australia, the following changes are made to the terms in PART 1:
    1. The following text is added to the end of Section 8(a) (Limited Warranties):

For the avoidance of doubt, nothing in this Agreement: (i) restricts, excludes, or modifies any rights that cannot be excluded under any Applicable Laws, including where applicable the consumer guarantees set out in the Australian Consumer Law (being Schedule 2 of the Competition and Consumer Act 2010 (Cth)), or (ii) seeks to exclude Tanium’s liability for any breach of the Australian Consumer Law. If Tanium is liable for a breach of a guarantee that cannot by law be excluded but liability for such breach can be limited, Tanium’s liability is, to the fullest extent permitted by law, limited at Tanium’s option to either: (I) in respect of Service, the repair or replacement of the non-conforming Service or the refund of the license fees paid by Customer for the non-conforming Service, or (II) in respect of Support, remedy of the failure within a reasonable time.

  1. Section 13 (Governing Law/Jurisdiction) of PART 1 is replaced with the following:

13. Governing Law/Jurisdiction. This Agreement will be governed by, construed and enforced in accordance with, the laws in force in the State of Victoria, Australia. This Agreement will not be governed by the conflict of laws rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. The state or federal courts of competent jurisdiction located in the State of Victoria will have exclusive jurisdiction over all disputes relating to this Agreement. Notwithstanding the foregoing, either party may apply to a court of competent jurisdiction for temporary equitable relief, including the issuance of temporary injunctions, in appropriate circumstances.

  1. For Customers Domiciled in Japan:
    1. The following is added to Section 2(e) (Customer Personal Data):

In connection with Customer’s use of the Service, Tanium is not involved in the handling or manipulation of Customer Personal Data, such as data input, editing, analysis, data output, or similar operations within the meaning of the Act on the Protection of Personal Information.

  1. Section 13 (Governing Law/Jurisdiction) of PART 1 is replaced with the following:

13. Governing Law/Jurisdiction. This Agreement shall be governed by, construed and enforced in accordance with, the laws of Japan.This Agreement will not be governed by the conflict of laws rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Any legal suit, action, or proceeding arising out of or related to this Agreement or the matters contemplated hereunder shall be instituted exclusively in courts of Tokyo, Japan, and each party irrevocably submits to the exclusive jurisdiction of the Tokyo courts. Any matter not stipulated herein or any ambiguities regarding the interpretation of this Agreement shall be resolved by good faith discussion between the parties.

  1. For Customers Domiciled in Asia or the Asia-Pacific region, exclusive of Japan and Australia:
    1. Section 13 (Governing Law/Jurisdiction) of PART 1 is replaced with the following:

13. Governing Law/Arbitration.This Agreement will be governed by, construed and enforced in accordance with, the laws of Singapore. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of arbitration shall be Singapore. The Tribunal shall consist of three arbitrators. The language of the arbitration shall be English. Notwithstanding the foregoing, either party may apply to a court of competent jurisdiction for temporary equitable relief, including the issuance of temporary injunctions, in appropriate circumstances.

[End of Agreement]

Tanium Cloud and Tanium-as-a-Service (TaaS)