TENABLE NETWORK SECURITY, INC. 

NESSUS(r) 

SOFTWARE LICENSE AGREEMENT 

 

This is a legal agreement ('Agreement') between Tenable Network Security, Inc., a Delaware corporation having offices at 7021 
Columbia Gateway Drive, Suite 500, Columbia, MD 21046 ('Tenable'), and you, the party licensing Software ('You'). This 
Agreement covers Your permitted use of the Software. 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. The Subscription Agreement set forth in Exhibit A, which 
governs the use of Inclusive Plugins, if any, and the Non-Commercial or Commercial Subscriptions (as each of those terms is 
defined in Exhibit A), is incorporated by reference. 

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 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 and misconfigurations for 
Your own networks; and (ii) provided that You have received all required consents, to provide services to third parties to seek 
and assess information technology vulnerabilities and misconfigurations 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 4.x or higher that You download from any Tenable website, 
including www.nessus.org, or obtain via Tenable authorized CD or any other Tenable authorized 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 4.x or higher 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, web server or Nessus XMLRPC interface, 
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 as described in the documentation. For the avoidance of doubt, any libraries 
licensed under LGPL, if any, are not considered 'Software.' 

(c) Limitation on use of the Software. You may only use the Software with Inclusive Plugins, if any, or in 
connection with the Non-Commercial or Commercial Subscriptions. Any other use of the Software is prohibited. 

(i) Inclusive Plugins. You may use the Inclusive Plugins, if any, that are provided to You along with 
the Software in accordance with Exhibit A; provided however, that You do not add any other plugins or Plugins (as defined in 
Exhibit A) to the Software or register the Software with any source of plugins or Plugins, whether self-updating or manually, 
including Plugins or plugins obtained from Tenable. This Section does not limit any other restrictions on the Plugins and all other 
terms and restrictions regarding the Plugins remain in full force. 

(ii) Subscriptions. You may obtain a Subscription to receive Plugins and updates to the Plugins as 
further described in Exhibit A. Tenable does not provide any support services in connection with the license to the Software, but 
support services are included as part of the Commercial Subscription offered by Tenable. 

2. 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. 


3. 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 or any Tenable-authorized third party 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. 

4. 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 any part of the Software; (iv) rent, lease or loan the Software in 
any form to any third party; (v) remove, alter or obscure any proprietary notice, labels, or marks on the Software; or (vi) sell, 
resell, loan or otherwise provide access to third parties to the Nessus XMLRPC interface, Nessus client interface, or Nessus 
communication interface shipped by Tenable and provided to You. 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 unless authorized to do so in writing by 
Tenable. 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. You may not copy the documentation as You 
agree it is provided to You under copyright protection. You may not use the Software if You are, or You work for, a competitor of 
Tenable's in the network security software industry. For the avoidance of doubt, You may not include or redistribute the Software 
on physical or virtual appliances to perform on-site scans. 

5. Restrictions on Third Party Use and Access. 

You may permit a third party (a 'Third Party') to (a) use the Software to perform security services for Your business or 
(b) administer the Software, each provided that: (i) any such Third Party use or administration is for Your sole benefit and on 
Your behalf; (ii) You acknowledge that You shall be legally responsible for the Third Party's use of the Software including any 
obligations arising from such use and any breach by the Third Party of the terms and conditions of the Agreement, including 
Section 6 (Confidentiality); (iii) usage by You and the Third Party, when taken together, does not at any time exceed the usage 
restrictions imposed under this Agreement. Upon sixty (60) days' notice, Tenable shall have the right to withdraw its consent to 
the use of any Third Party in its reasonable discretion. 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 commercially reasonable efforts and to take all reasonable steps to 
ensure that no unauthorized parties have or use 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. 

6. 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 Tenable's proprietary portions of 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. Other than using the Software in accordance with the terms of this Agreement, 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 or those of any Third Party, as specified in 
Section 5; (III) not to disclose any Confidential Information to any third party other than to a Third Party as specified in Section 5; 
(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, 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. Tenable does not offer support under this Agreement. Accordingly, Tenable is not willing to 
accept any confidential information or any personal information from You under this Agreement. 

7. 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 is 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 cannot fail of their essential purpose. 

(b) Disclaimer. EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 7(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. 

8. Exclusion of Damages. 

UNDER NO CIRCUMSTANCES WILL TENABLE BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR 
DIRECT, 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. 

9. Additional Provisions Regarding Liability. 

The limitations of liability set forth in Section 8 will survive and apply notwithstanding the failure of any limited or 
exclusive remedy for breach of warranty set forth in this Agreement. 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. 

10. 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. The parties acknowledge that the use of the Software may affect the operation 
of Your network during vulnerability scanning. Tenable shall not be liable to You for any impairment of the operation of Your 
network arising from Your use of the Software during such scanning. As between You and Tenable, You are (and Tenable is 
not) responsible for the success or failure of such security solution. 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. If You are a governmental entity that is prohibited by applicable law from 
providing this type of indemnification, this Section 10 will not apply. 

11. Legal Compliance; Restricted Rights. 

The Software is 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, federal, state 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 requiring 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. Unless You are prohibited by law from doing so, You will defend, indemnify, 
and hold Tenable harmless from any breach of this Section 11. 

12. 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. 

(c) Immediately upon 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 commercially reasonable efforts and to Your knowledge all such materials have been destroyed or returned to 
Tenable and removed from host computers on which Software resided. The removal and deletion provisions of this Section do 
not apply to copies of the Software that are made pursuant to Your reasonable back-up and archival policies (under which back-
up tapes that will be overwritten in due course may contain copies of the Software), provided that (i) such copies are only 
retained by You in the course of Your back-up procedures, (ii) such copies will be deleted within a reasonable period of time in 
the normal course of overwriting under the back-up process, and (iii) such copies never be used to exceed the license 
restrictions under this Agreement. 

(d) Any provision of this Agreement that imposes or contemplates continuing obligations on a party, including 
Sections 3, 4, 5, 6, 8, 9, 11, 12, 13, 16, and 20 will survive the expiration or termination of this Agreement. 

13. Governing Law and Dispute Resolution. 

(a) 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. If You are a governmental entity that cannot legally agree to be governed by the laws of the 
State of Maryland, this Section 13(a) will be deemed to refer to the laws of the Your state rather than to the State of Maryland. 

(b) 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. If You are a 
governmental entity that cannot legally submit to the exclusive jurisdiction of the courts of Howard County, Maryland, this Section 
13(b) will be deemed to be deleted. 


(c) 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. S.S.52.227-14 and 48 C.F.R. 
S.S.252.227-7014 if the commercial terms are deemed not to apply. 

(d) 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. No aspect or provision of the 
Uniform Computer Information Transactions Act, as implemented under Maryland law, shall apply to this Agreement. 

14. 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 a party may specify in 
writing. Tenable may also provide notices to You via an email address You have provided to Tenable. All notices to Tenable 
shall be sent to the attention of the Legal Department, at Tenable Network Security, 7021 Columbia Gateway Drive, Suite 500, 
Columbia, MD 21046. 

15. 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 only as expressly provided in this Agreement. 

16. Publicity. 

You agree not to 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 it may withhold in its sole discretion. Unless Tenable agrees otherwise, You agree that Tenable may use Your 
customer name in advertising or for other publicity purposes, and may place Your logo on Tenable's web site and marketing 
materials to indicate Your status as a customer; provided that Tenable will comply with reasonable guidelines provided by You 
for use of such logos and trademarks. 

17. Language. 

The language of this Agreement is English and all notices, invoices and related documents given under this Agreement 
must be in English to be effective. No translation, if any, of this Agreement or any notice will be of any effect in the interpretation 
of this Agreement or in determining the intent of the parties. 

18. 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. 

19. Trademarks. 

Nessus, ProfessionalFeed, HomeFeed and Tenable Network Security are registered trademarks of Tenable. 
Tenable's logos, including the 'eye' logo, are also trademarks 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). 

20. 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, 
provided, however, that this Agreement will not supersede (and will be subject to) any written agreements signed by both 
Tenable and You that contain license terms for Tenable Software and that specifically provide that such agreements are 
intended to supersede license agreements that may be included in subsequent orders of Software. Tenable will provide a 
reasonable replacement for damaged or lost Software for You at no charge. 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 7021 Columbia Gateway Drive, Suite 500, Columbia, MD 21046 ('Tenable'), and you ('You'), the party downloading 
the Plugins through Tenable's Subscription service or using Inclusive Plugins, if any, provided with Nessus Software (as each 
capitalized term is 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 may only be provided to You by Tenable. 

 

1. Grant of Plugins License. 

(a) Definition of Plugins. The term 'Plugins' means 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. The term 'Inclusive Plugins' means any Plugin that 
You obtained directly from www.nessus.org, www.tenable.com, www.tenablesecurity.com or any authorized sources as listed on 
Tenable's website (www.tenable.com), including as part of a download of Nessus vulnerability scanner software. 

(b) Grant. You may receive a license under this Subscription Agreement either under Section 1(b)(i) or under 
Section 1(b)(ii). 

(i) Use of Subscription Plugins. Subject to the terms and conditions as described in Section 2, and 
Your acceptance, of this Subscription Agreement, Tenable grants to You for the Term (as defined below) a non-exclusive, non-
transferable license in object code form only to use the Plugins as permitted under the subscription described in Section 2 below 
for which You are eligible and have subscribed (the 'Subscription'). You agree to use the Plugins only in conjunction with 
Nessus vulnerability scanner programs obtained directly from www.nessus.org, www.tenable.com, www.tenablesecurity.com or 
any authorized sources as listed on Tenable's website (www.tenable.com) and registered with Tenable ('Registered Scanners') 
and for which You have paid the applicable fee, if any. If You obtained Nessus from other unauthorized sources, You are not 
eligible for and may not use a Subscription. The Subscription includes vulnerability detection programs not developed by 
Tenable or its licensors and 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) Use of Inclusive Plugins. Subject to Your acceptance of this Subscription Agreement, Tenable 
grants to You for the Term a non-exclusive, non-transferable license in object code form only to use the Inclusive Plugins, if any. 
You may use the Inclusive Plugins for personal or commercial use. You may not add any other plugins or Plugins to the 
Inclusive Plugins or register with any source of plugins or Plugins (including Tenable), whether such source is self-updating or 
manual. You agree to use the Plugins only in conjunction with Nessus vulnerability scanner programs obtained directly from 
www.nessus.org, www.tenable.com, www.tenablesecurity.com or any authorized sources as listed on Tenable's website 
(www.tenable.com). 

(c) Reservation of Rights. Any rights in or to the Plugins (including rights of use) not expressly granted in this 
Subscription Agreement are reserved by Tenable. 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. 

2. Subscriptions. 

(a) Non-Commercial Subscription (Non-Commercial Use Only). A 'Non-Commercial Subscription' (such as 
Nessus Home) is a non-commercial subscription that permits You to use the Plugins in conjunction with Registered Scanners for 
Your personal use solely to detect vulnerabilities only on Your own personal system (or for Your own personal network) that You 
use for non-commercial purposes or on the personal system (or for the personal network) of another natural person in a non-
commercial arrangement. You are not eligible to subscribe to a Non-Commercial Subscription if You are a corporation, a 


governmental entity or any other form of organization. You may not subscribe to a Non-Commercial Subscription to use the 
Plugins on a computer owned by Your employer or otherwise use the Plugins for the benefit of or to perform any services for any 
corporation, governmental entity or any other form of organization. When using a Non-Commercial Subscription, Tenable may 
collect scan data from You (including results, configuration, and gathered artifacts) in order to provide feedback to Tenable and 
improve the Software. 

(b) Commercial Subscriptions (Commercial Use). A 'Commercial 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, quality 
assurance and other lab testing, 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 Commercial Subscription and email support if You use this Commercial Subscription with the Supported 
commercial version of Nessus (for clarification, a commercial version of Nessus means Nessus version 4 or higher that was 
developed, copyrighted and distributed by Tenable or authorized distributor of 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 Nessus Subscription, You agree to pay the 
applicable subscription fee to Tenable for each system on which You have installed a Registered Scanner. 

(c) Training Organizations. Notwithstanding the prohibition on commercial use in Section 2(a), if You are a 
training organization, You may copy, build images and redistribute Tenable's Nessus and Nessus Home Subscription Plugins to 
students in and for the classroom setting only. Upon completion of the class, the student's right to use the Plugins is terminated 
and any students wishing to use the Non-Commercial Subscription or Commercial Subscription (as applicable in accordance with 
this Subscription Agreement) must register for, and pay any applicable fees associated with, their own Subscription. You may 
not use the Non-Commercial Subscription granted to You for training purposes to secure Your or any third party's networks or in 
any other way except for classroom training in a non-production environment. Tenable may terminate a free Subscription under 
this Section 2(c) at it sole discretion at any time. 

(d) Custom Nessus Plugin Development and Distribution. Tenable Network Security encourages users of 
the Subscriptions to write and develop new Nessus plugins; however, You must subscribe to a Subscription in order to add 
plugins to Your Nessus scanner. 

(i) If You feel custom plugins developed by You or Your organization will benefit the Non-Commercial 
and Commercial Subscription subscribers, You should consider submitting them to Tenable so that the plugins can be tested and 
distributed as part of the Subscription. Tenable may accept or reject plugin submissions based on code quality, relevance, 
performance and other factors. Submitted plugins may include copyright information about the authors, and Tenable will 
continue to include the copyright information in the plugin. Submitted plugins may not include any licensing terms, usage 
agreements or distribution clauses that would interfere with Tenable making the plugin available to subscribers to a Subscription, 
or would limit Tenable's right to modify the plugin if, for example, changes may be useful to improve its accuracy, performance, 
network impact or other parameters. 

(ii) Custom Plugins. You may use the Tenable '.inc' files provided with the Subscription, as well as 
the built-in NASL functions to write custom plugins for Your internal use and internal redistribution, provided, however, that they 
may not be privately or publicly distributed, whether for free or for a fee. 

(iii) Plugin writers should also be aware that many of the APIs available in the NASL language and 
various '.inc' libraries, may be used to write custom plugins, but such plugins may only be distributed within Your organization 
and may not be distributed publicly, whether for free or for a fee. For example, custom plugins that specifically make use of 
authenticated logins remote systems via Secure Shell or Windows Domain, that use the libraries included in the Subscriptions or 
that have previously been distributed by Tenable, including the Registered Feed, may not be publicly distributed. To ensure that 
Your custom plugins do not make use of a library that prohibits public distribution, You should audit them to see which libraries 
are being invoked and then read each corresponding license. 

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 for the following period (the 'Term'): (i) if 


You subscribe to a Non-Commercial Subscription or are using the Inclusive Plugins, if any, until it is terminated according to the 
terms of this Subscription Agreement; or (ii) if You subscribe to a Commercial Subscription, a period of one (1) year until 
midnight before the anniversary of the Effective Date, unless terminated earlier according to the terms of this Subscription 
Agreement. If You subscribe to a Commercial Subscription, You may extend the Term for additional one (1) year periods so long 
as You continue to pay the applicable subscription Fees in accordance with this Subscription Agreement. 

4. No Reverse Engineering, Other Restrictions. 

Except as expressly permitted in this Subscription Agreement, 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 any part of the Plugins; (iv) rent, lease or loan the Plugins in any form to any third party; (v) remove, alter or obscure any 
proprietary notice, labels, or marks on the Plugins, or (vi) sell, resell, loan or otherwise provide access to third parties to the 
Nessus XMLRPC interface, Nessus client interface, or Nessus communication interface shipped by Tenable and provided to 
You. 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. You may not use the Plugins if You are, or You work for, a competitor of Tenable's in the network security software 
industry. For the avoidance of doubt, You may not include or redistribute the Plugins on physical or virtual appliances to perform 
on-site scans. 

5. Restrictions on Third Party Use and Access. 

 You may permit a third party (a 'Third Party') to use the Plugins to perform security services for Your business, 
provided that: (i) any such Third Party use or administration is for Your sole benefit and on Your behalf; (ii) You acknowledge that 
You shall be legally responsible for the Third Party's use of the Plugins including any obligations arising from such use and any 
breach by the Third Party of the terms and conditions of the Subscription Agreement, including Section 6 (Confidentiality); and 
(iii) usage by You and the Third Party, when taken together, does not at any time exceed the usage restrictions imposed under 
this Subscription Agreement. Upon sixty (60) days' notice, Tenable shall have the right to withdraw its consent to the use of any 
Third Party in its reasonable discretion. 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 commercially reasonable efforts and to take all reasonable steps to ensure that no unauthorized 
parties have access to or use 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 contain valuable 
Confidential Information and trade secrets of Tenable or its affiliates and their licensors or suppliers. 

6. Confidentiality. 

The following terms apply to the Non-Commercial Subscription and to the use of the Inclusive Plugins, if any: 

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. Other than using the Plugins in accordance with the terms of this Subscription 
Agreement, 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 or those of any Third Party, as specified in Section 5; (III) not to disclose any Confidential Information to any third 


party except to a Third Party in accordance with Section 5; (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, 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. 

The following terms apply to a Commercial Subscription only: 

(a) As used in this Subscription Agreement, 'Confidential Information' means any and all information and 
material of a party that: (i) gives the party 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 the party receiving it under this Subscription Agreement (the 'Receiving Party') to be 
confidential or proprietary; or (iv) from all the relevant circumstances, a reasonable person would understand to be confidential or 
proprietary. Tenable's Confidential Information includes the Plugins and Subscriptions. Confidential Information does not 
include any information that the Receiving Party can prove: (a) was already known to the Receiving Party without restrictions at 
the time of its disclosure by the other party (the 'Furnishing Party'); (b) after its disclosure by the Furnishing Party, is made 
known to the Receiving Party 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 the Receiving Party without reference to 
the Confidential Information. Confidential Information will remain the property of the Furnishing Party, and the Receiving Party 
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. The Receiving Party may not copy any Confidential Information without 
the Furnishing Party's prior written permission. The Receiving Party may not remove any copyright, trademark, proprietary rights 
or other notices included in or affixed to any Confidential Information. Other than using the Plugins in accordance with the terms 
of this Subscription Agreement, the Receiving Party may not use the Confidential Information for the Receiving Party or a third 
party's benefit, competitive development or any other purpose. The Receiving Party agrees: (I) to hold the Confidential 
Information in strict confidence; (II) to limit disclosure of the Confidential Information to the Receiving Party's own employees 
having a need to know the Confidential Information for the purposes of this Subscription Agreement or those of any Third Party, 
as specified in Section 5; (III) not to disclose any Confidential Information to any third party except to a Third Party in accordance 
with Section 5; (IV) to use the Confidential Information solely and exclusively in accordance with the terms of this Subscription 
Agreement in order to carry out the Receiving Party's obligations and exercise the Receiving Party's rights under this 
Subscription Agreement; (V) to afford the Confidential Information at least the same level of protection against unauthorized 
disclosure or use as the Receiving Party normally uses to protect the Receiving Party's own information of a similar character, 
but in no event less than reasonable care; and (VI) to notify the Furnishing Party 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. The Receiving Party agrees that if a court of competent jurisdiction determines that the 
Receiving Party has breached, or attempted or threatened to breach, the Receiving Party's confidentiality obligations to the 
Furnishing Party or its proprietary rights, money damages, the Furnishing Party will suffer irreparable harm and that monetary 
damages will be inadequate to compensate Tenable for such breach. Accordingly, the Furnishing Party, 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. 

(b) You acknowledge that Tenable does not require any personally identifiable information, (beyond name, 
phone number and email) from You in order for Tenable to provide the Commercial Subscription or any support in connection 
with the use of the Plugins. However, If You disclose any information that is 'Nonpublic Personal Information', as defined in Title 
V of the Gramm-Leach-Bliley Act of 1999, or any successor federal statute, and the rules and regulations thereunder, all as may 
be amended or supplemented from time to time ('GLB') or 'Protected Health Information ('PHI')', as defined in the Health 
Insurance Portability and Accountability Act of 1996, or any successor federal statute, and the rules and regulations thereunder, 
all as may be amended or supplemented from time to time ('HIPAA'), for which You have separate obligations, You will notify 
Tenable immediately. Upon such written notification, Tenable will take steps to return or destroy the Nonpublic Personal 


Information or PHI as quickly as reasonably possible and will protect such information in accordance with Your reasonable 
instructions prior to returning or destroying it. This should not be read as to alleviate any requirement on You to keep such 
information confidential and Tenable does not assume any liability with respect to Your disclosure whether willful or accidental. 

7. Disclaimer of Warranties. 

 YOU EXPRESSLY AGREE THAT USE OF THE PLUGINS (WHETHER AS PART OF THE INCLUSIVE PLUGINS, IF 
ANY, OR A SUBSCRIPTION) IS AT YOUR SOLE RISK. THE PLUGINS 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 WILL OPERATE ERROR-FREE, FREE OF 
ANY SECURITY DEFECTS OR IN AN UNINTERRUPTED MANNER. 

8. 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. 

9. 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 OR THE PERFORMANCE OF THE PLUGINS 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. 

10. Additional Provisions Regarding Liability. 

The limitations of liability set forth above will survive and apply notwithstanding the failure of any limited or exclusive 
remedy for breach of warranty set forth in this Subscription Agreement. 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. 

(a) 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 use of the Plugins. You acknowledge that Your use of the Plugins is only a portion of Your overall security solution 
and that Tenable is not responsible for Your overall security solution. The parties acknowledge that the use of the Plugins may 
affect the operation of Your network during vulnerability scanning. Tenable shall not be liable to You for any impairment of the 
operation of Your network arising from Your use of the Plugins during such scanning. 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 that arise out of or relate to Your security solutions or Your use of the Plugins, or 
the solutions You provide to a third party through Your use of the Plugins. You also agree to pay all settlements, costs, 
damages, legal fees and expenses finally awarded in all such claims and actions. If You are a governmental entity that is 
prohibited by applicable law from providing this type of indemnification, this Section 11 will not apply. 

The following provision applies only to the Commercial Subscriptions: 


(b) Tenable will, at its sole cost and expense, defend (or at its option, settle) and indemnify You and Your 
subsidiaries and affiliates, and their officers, directors, employees, representatives and agents, from and against any and all third 
party claims brought against You based upon a claim that use of the Plugins in accordance with this Subscription Agreement 
infringes such third party's United States patent, copyright or trademark or misappropriates any trade secret, and will pay all 
settlements entered into and damages finally awarded (including reasonable attorneys' fees) to the extent based on such claim 
or action, provided that You give Tenable (a) prompt notice of such action or claim; (b) the right to control and direct the 
investigation, defense, and/or settlement of such action or claim; and (c) reasonable cooperation. If Your use of any Plugins is, 
or in Tenable's opinion is likely to be, the subject of an infringement claim, or if required by settlement, Tenable may, in it sole 
discretion and expense, (a) substitute for the Plugins substantially functionally similar non-infringing software; (b) procure for You 
the right to continue using the Plugins, (c) remove the Plugins in question from the Subscription and provide You with a pro rata 
refund based upon the total number of Plugins removed relative to the total number of Plugins; or (d) terminate this Subscription 
Agreement, accept return of the Plugins and refund to You the Fee for the Commercial Subscription for the current one (1) year 
Term. Tenable has no liability with respect to patent, copyright or trademark infringement or trade secret misappropriation 
arising out of: (i) modifications of the Plugins; (ii) Your use of the Plugins in combination with software other than the Registered 
Scanner; (iii) Your failure to use any new or corrected versions of the Plugins made available by Tenable; or (iv) Your use of the 
Plugins in a manner not permitted by this Agreement. This Section 11(a) sets forth Tenable's sole liability and Your sole and 
exclusive remedy with respect to any claim of intellectual property infringement by the Plugins. 

12. Your Payment Obligations. 

If You obtain a Commercial Subscription, You agree to pay any and all amounts due or incurred by You as specified in 
the invoice for the Commercial Subscription (the 'Fees'). The invoice may be issued by Tenable or one of its authorized 
distributors, as applicable. Payment is due upon delivery of an invoice unless other terms have been negotiated. You agree to 
pay directly or reimburse Tenable (or the authorized distributor, as applicable) 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 Subscription Agreement, imposed on the Plugins or the use thereof, or Tenable's performance under this Subscription 
Agreement. You agree to pay invoices under this Subscription Agreement 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 such amounts as are necessary to make the net amounts remaining after such deductions equal to 
the stated amount due under this Subscription Agreement. The payments or reimbursements will be in such amounts as are 
sufficient to relieve Tenable (or the authorized distributor, as applicable) from owing any further taxes, either directly or on the 
basis of the payments made under this Subscription 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 (or the authorized distributor, as applicable) 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. 

13. Legal Compliance; Restricted Rights. 

The Plugins 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, federal, state 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 requiring 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. Unless You are prohibited by law from 
doing so, You will defend, indemnify, and hold Tenable harmless from any breach of this Section 13. 

14. Termination. 

(a) 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. 


(b) 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. 

(c) Immediately upon the expiration or 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 commercially reasonable efforts and to Your knowledge all such materials have been 
destroyed or returned to Tenable and removed from all computers (whether physical or virtual) on which the Plugins resided. 
Because it is not practical to separate the Plugins in the Subscription from the Inclusive Plugins, if any, provided with the 
Registered Scanner, Your license to the Registered Scanner terminates on the expiration of Your Subscription, with the addition 
of any plugin, or termination of this Subscription Agreement. However, You may download the then-current version of the 
Registered Scanner and enter into a new license under the then-current terms. The removal and deletion provisions of this 
Section do not apply to copies of the Plugins that are made pursuant to Your reasonable back-up and archival policies (under 
which back-up tapes that will be overwritten in due course may contain copies of the Plugins), provided that (i) such copies are 
only retained by You in the course of Your back-up procedures, (ii) such copies will be deleted within a reasonable period of time 
in the normal course of overwriting under the back-up process, and (iii) such copies never be used to exceed the license 
restrictions under this Subscription Agreement. 

(d) Any provision of this Subscription Agreement that imposes or contemplates continuing obligations on a party, 
including Sections 1(c), 4, 5, 6, 8, 9, 10, 11(a), 13, 14, 15, 18 and 22 will survive the expiration or termination of this Subscription 
Agreement. 

15. Governing Law and Dispute Resolution. 

(a) 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. If You are a governmental entity that cannot legally agree to be governed by 
the laws of the State of Maryland, this Section 15(a) will be deemed to refer to the laws of the Your state rather than to the State 
of Maryland. 

(b) 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. If You are a governmental entity that cannot legally submit to the exclusive jurisdiction of the courts of Howard 
County, Maryland, this Section 15(b) will be deemed to be deleted. 

(c) The Plugins are 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. S.S.52.227-14 and 48 C.F.R. 
S.S.252.227-7014 if the commercial terms are deemed not to apply. 

(d) 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. No aspect or 
provision of the Uniform Computer Information Transactions Act, as implemented under Maryland law, shall apply to this 
Subscription Agreement. 

16. 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 a party may 
specify in writing. Tenable may also provide notices to You via an email address You have provided to Tenable. All notices to 
Tenable shall be sent to the attention of the Legal Department, at Tenable Network Security, 7021 Columbia Gateway Drive, 
Suite 500, Columbia, MD 21046. 


17. 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 only as expressly provided in this Subscription Agreement. 

18. Publicity. 

You agree not to 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 it may withhold in its sole discretion. Unless Tenable agrees otherwise, You agree that Tenable may use Your 
customer name in advertising or for other publicity purposes, and may place Your logo on Tenable's web site and marketing 
materials to indicate Your status as a customer; provided that Tenable will comply with reasonable guidelines provided by You 
for use of such logos and trademarks. 

19. Language. 

The language of this Subscription Agreement is English and all notices, invoices and related documents 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. 

20. 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. 

21. Trademarks. 

Nessus, ProfessionalFeed, HomeFeed and Tenable Network Security are registered trademarks of Tenable. 
Tenable's logos, including the 'eye' logo, are also trademarks 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). 

22. 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, provided, however, that this Subscription Agreement will not supersede (and will be subject to) any written 
agreements signed by both Tenable and You that contain subscription terms for Tenable Plugins and that specifically provide 
that such agreements are intended to supersede subscription agreements that may be included in subsequent orders of Plugins 
or Subscriptions. Tenable will provide a reasonable replacement for damaged or lost Plugins for You at no charge. 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.