Preamble

Tenzir GmbH (”Licensor” or ”Party”) offers software as a service products for businesses. In these License and Subscription Terms (”Terms”), we refer to you as ”Licensee” or ”Party” and together with Licensor as ”Parties“.

Licensor developed a software for data processing called Tenzir (”Software”). Software aims at enabling security teams to manage powerful data pipelines.

Software exists in three editions: an Open-Source Edition that is licensed exclusively under the BSD 3-Clause license, a Community Edition, and an Enterprise Edition.

The Community Edition and the Enterprise Edition of Software each consist of three different parts: App, Platform, and zero or more Nodes as defined in Section 1 below and described in Annex 1. Node consists of three different subparts: closed-source code, open-source code, and third-party open-source dependencies.

App, Platform, and the subpart of Node based on closed-source code are proprietary, and thus, subject to the conditions of Terms, including the exceptions set out in Section 7 below. The subpart of Node based on open-source code is licensed under the BSD 3-Clause license. The source code of that subpart is publicly available on GitHub. The subpart of Node that consists of third-party open-source dependencies is licensed under further licenses; please see Section 7 for further details.

Terms cover the use of the Community Edition only. The use of the Community Edition is free of charge and subject to the conditions and limitations set out in Terms. Licensor provides the Community Edition “as is”. Users who need additional features, commercial support, or further services need to subscribe to the Enterprise Edition.

1. Technical Definitions

Software consists of the following parts:
1. Node: an application that manages pipelines and storage. The corresponding binary executable has the name tenzir-node.
2. Platform: a control plane for managing Nodes from a central location. Licensor hosts Platform as a Service.
3. App: a web application that enables Platform access to manage Nodes, manage pipelines, and explore data interactively.
  1. App Frontend: part of App that executes in Licensee’s browser.
  2. App Backend: part of App that executes in Platform.
Documentation: Licensor maintains a versioned documentation of Software at https://docs.tenzir.com.
App Website: Licensor enables access to App and Platform via https://app.tenzir.com.
SBOM: A software bill of materials that describes the ingredients of Software, available at https://docs.tenzir.com/sbom.

2. Scope of Terms

Licensor offers Software subject to the conditions set out in Terms, including Annex 1.
General terms and conditions of Licensee are not part of the contract, unless explicitly agreed in text form.

3. Grant of Rights

Licensor hereby grants to Licensee a non-exclusive, non-transferable, non-perpetual, and non-sublicensable right to use Software, subject to the conditions set out in Terms, including Annex 1. Licensee is not entitled to use Software after expiry of the term of the respective agreement.
Licensor makes available Node as a binary package, with download and installation instructions in Documentation. Licensor operates Platform as a service and does not distribute it to Licensee. Licensor enables Platform access only via App. Licensee may use App Frontend by visiting App Website. Licensor hosts App Backend as a Service.
Licensee is not entitled to modify Software provided, unless allowed by statutory law or explicitly allowed by Licensor.
Reverse engineering and decompiling of Software is prohibited, unless permitted under mandatory law.
Copyright notices and other features aimed at product identification may not be removed, altered or suppressed under any circumstances.
Licensee is not entitled to make Software available to third parties without prior explicit approval by Licensor. This includes any sale, lease, letting, indirect use of Software and its provision as a service.
In case Licensee is entitled to modify Software, the provisions of this Section 3 also apply to any such modifications.

4. Specific Obligations of Licensee

Licensee is solely responsible for setting up a working hardware and software environment appropriate for Software, also considering any additional load which may be caused to Licensee’s hardware and software environment by Software.
Licensee shall follow Software installation and operating instructions provided by Licensor at Documentation. In particular, Licensee is responsible for installing and operating Nodes in its own environment.
If provided with Platform credentials or further credentials or tokens for accessing Software (including Platform; ”Credentials”), Licensee must keep any Credentials confidential and must ensure that the access to Software is limited to Licensee only.
Licensee shall fulfill all obligations stipulated in Terms or as agreed between the parties within a reasonable period of time and free of charge.
Licensee is responsible for verifying the functionality of Software and ensuring that it meets Licensee’s requirements and needs.
Licensee must ensure that its use of Software complies with all applicable laws, including data protection laws like the General Data Protection Regulation (GDPR).
Prior to any productive use of Software as part of the respective contractual use, Licensee shall test Software thoroughly to ensure that it is free of defects and that it is operable in the existing hardware and software environment of Licensee. This also applies for any software provided by Licensor under warranty provisions of Terms.
Licensee shall take adequate precautions for the event that Software does not work properly. This includes, without limitation, Licensee being responsible for making daily backups of all data processed and regular checking of the data processing results.
If Licensee fails to fulfill its duties within the agreed periods of time or within reasonable time upon Licensor’s request, all deadlines agreed upon are deemed prolonged by the time Licensee needs to fulfill the respective duty, and Licensor is then granted reasonable time to fulfill its obligations.
Licensee bears all disadvantages and additional costs incurred due to any culpable non-observance of its duties.

5. Scope of Services

In order to be able to use Software, Licensee needs to subscribe to the Software at App Website. Any use of Software requires an active subscription (”Subscription”).
Licensor will make available Platform “as is” to Licensee via App accessible at App Website as a service during the term of the subscription.
Licensor will make available Node “as is” by providing a possibility for Licensee to download Node. Licensee can find instructions for downloading and installing Node at Documentation.
It is Licensee’s sole duty to ensure that Licensee can access Licensor’s service.
The availability of Platform may be subject to interruptions, especially in case of necessary planned maintenance work and disruptions that are beyond Licensor’s control. Such disruptions include all events of force majeure. If possible, Licensor will inform Licensee in text form (email being sufficient) about planned maintenance work at least 24 hours in advance. However, Licensor reserves the right to carry out unannounced maintenance work if necessary, in particular, if this is required for data and operational security.
Licensor is entitled, but under no obligation, to extend and introduce new features and functionalities. Licensor reserves the right to offer Licensee such new features and improvements against payment of an additional fee only. In the event of Licensee being provided with new features and improvements free of charge, these new features and further improvements shall be deemed to be a voluntary service of Licensor.
Licensor may change the functional scope of the services at any time to an extent that is reasonable for Licensee.
Licensor is entitled to suspend Licensee’s access to Software if
1. there are indications that Licensee’s Credentials have been or are being misused, or that these Credentials have been or are being provided to an unauthorized third party, or that Credentials are being used by more than one person.
2. there are indications that third parties have otherwise gained access to Software provided to Licensee;
3. the suspension is necessary for technical reasons;
4. Licensor is under a legal obligation (e.g., by law, court order, or administrative order) to suspend Licensee’s access;
5. Licensee has provided Licensor with incorrect or invalid contact data, and Licensor is no longer able to contact Licensee;
Licensor shall announce the suspension of Licensee’s credentials within the meaning of Section 5.7 to Licensee in text form (email being sufficient) at least one working day before the suspension comes into effect, insofar as, considering the interests of both parties, such announcement is reasonable and does not affect the purpose of the suspension.

6. Term and Termination

A Subscription shall become effective as of the date Licensor accepts Terms and shall remain valid unless terminated. Either Party may terminate the Subscription without notice at any time.

7. Third-party Components

Software contains third-party components, including open source software (”Third-Party Components”). Parts of such Third-Party Components are subject to deviating license terms (”Third-Party License Terms”).
Furthermore, the list of the Third-Party-Components is available via SBOM. No stipulation in Terms is intended to impose further restrictions on Licensee’s use of such Third-Party Components licensed under Third-Party License Terms.
Licensor reserves the right to introduce deviating or additional Third-Party License Terms in the course of modifications of Software and in case of updates for Software to the extent necessary due to additional Third-Party Components or due to changed Third-Party License Terms.

8. Liability

Unless stated otherwise in this Agreement, Licensor is liable in the event of a breach of contractual and non-contractual obligations in accordance with the statutory provisions.
To the extent Software or any functionality is provided free of charge, Licensor is liable only for intent and gross negligence (in accordance with statutory law).
To the extent Software and services (including access to Software by means of Software as a Service) are provided for a fee, Licensor’s statutory liability is unlimited for intent and gross negligence as well as for injuries to life, limb or health. The same applies to claims related to provided guarantees (”Garantien”), applicable product liability laws or other legally mandatory grounds for liability.
Other than in the cases described in Section 8.3, Licensor is liable for slight negligence only in case of breach of a key contractual obligation (so called “cardinal obligation”), and limited to what was reasonably foreseeable in light of the given contractual setting in that case. A cardinal obligation within the meaning of this Section is an obligation the fulfillment of which enables the execution of Terms in the first place and on the fulfillment of which Licensee may therefore generally rely.
In case of Section 8.4, Licensor is not liable for indirect damages and consequential damages like loss of earnings.
Furthermore, liability in case of Section 8.4 is limited to the remuneration payable by Licensee under Terms projected for a twelve (12) month period.
The limitation of liability also applies respectively in favor of employees, agents, legal representatives, and assistants of Licensor.
Licensor is not liable to the extent that damages are caused by usage of Software not in accordance with Terms or modifications made by Licensee.
Licensor is not a data backup provider. Licensee is responsible for regular backups of data which is processed using Software. In particular, this applies to data stored at Node. Therefore, to the extent Licensor is liable in principle under the foregoing for any loss of data, such liability is limited to the amount that would be needed to restore the lost data from a backup if it had been backed up properly beforehand.
The limitation period for claims for damages against the Licensor shall be one (1) year, except in case of Section 8.3.

9. Miscellaneous

Licensor shall be entitled to engage subcontractors as vicarious agents (Erfüllungsgehilfen) for the performance of services at its own discretion.
Licensor reserves the right to amend Terms in its sole discretion, which may include amendments due to the further development of Software or because new functionalities will be implemented. Licensor will grant an adequate, at least six-week period to Licensee to terminate the agreements that are based on Terms if Licensee does not agree with modified Terms. Licensor will notify Licensee in text form (email being sufficient) about the modified terms before the modifications will enter into force and Licensor will inform Licensee about the new provisions, the planned date for the new terms to enter into effect, Licensee’s termination right, the applicable termination period and the meaning of remaining silent. If Licensee does not terminate the agreements based on Terms within the aforementioned period, the modified terms shall apply upon expiration of the termination period. The termination by Licensee must be submitted in text form (email being sufficient).
Any provision of Terms that is invalid or unenforceable shall not affect the validity or enforceability of the remaining provisions hereof. Parties shall replace any invalid or unenforceable provision by a valid or enforceable provision which most accurately reflects the initial purpose of the parties.
Unless expressly provided otherwise in Terms, all notices hereunder shall be made in text form (email being sufficient).
Parties shall only be entitled to offset contractual claims if the corresponding counterclaim is ultimately confirmed by court or unchallenged by respective other Party.
Terms shall be governed by and construed in accordance with the laws of Germany, excluding its conflict of law provisions. Any dispute or controversy arising under or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of Hamburg, Germany.
The attached Annex 1 is a part of Terms. In the event of any conflict between Terms and Annex 1, the provisions of Annex 1 shall prevail over the provisions of Terms.
Any individual and deviating agreement in text form between the parties shall prevail over Terms.

Annex 1 – Community Edition

1. Scope and Limitation

The scope and features of Community Edition are laid out under https://tenzir.com/pricing.
Licensee can deploy at most one (1) Node.
Platform enforces an ingress data volume limit of five hundred (500) gigabyte per day across all deployed Nodes, i.e., the aggregate ingress data volume is 500,000,000,000 bytes in a tumbling window of 24 hours (”Limit”). After Licensee reaches Limit, Nodes will no longer accept new data.