Delinea MSLA, usage reporting and renewals describes the Delinea Master Subscription and License Agreement (MSLA), the single contract for Delinea’s Solutions, Support Services and Professional Services, together with the Delinea Support Policy to which it refers for support terms.[1][2] The MSLA is made with Delinea Inc., a Delaware corporation, together with its Affiliates transacting under it. It is accepted by “downloading, installing, accessing, or using” a Delinea Solution and takes effect on that first use. It runs until the last subscription, term licence or support term under it has expired.[1] The version reviewed here was “Last updated: May 1, 2026”.
For a licence manager the MSLA has three main features. Usage-based Solutions are billed on tracked or reported usage. The customer must report usage on two fixed dates each year. Every subscription, term licence and support package renews automatically each year unless cancelled in time.
Editions
The MSLA defines two kinds of entitlement:
- SaaS Subscriptions give access to “Delinea’s cloud-hosted solutions” and include upgrades, updates and standard Support Services. The customer may manage the subscribed number of systems and give access to “the number and type of concurrent and/or total sessions, users (which may be human or non-human), agents, API calls, hosts, or secrets”.[1]
- Licensed Software is downloaded, installed and managed by the customer for internal business operations “for a specified term”. It is licensed in the number of systems or the usage specified in the Ordering Documents.[1]
Catalog proof: SaaS grant covers subscribed systems, sessions, users, agents, hosts or secrets; Licensed Software is a term licence.
The term of Licensed Software is either an Initial Term of one, two or three years plus Renewal Terms, or “the number of Compute Hours for the Licensed Software purchased by Customer”.[1] The MSLA does not define how a Compute Hour is measured. Catalog proof: Licensed Software may be measured in Compute Hours.
Ordering and precedence
Ordering Documents (quotes, purchase orders, order forms, change orders and statements of work) are subject to the MSLA and should state the Initial Term for each Solution and support package.[1] The order of precedence is MSLA, then Ordering Document, then Documentation. An Ordering Document overrides the MSLA only if it is signed by both parties, states the intent to override and names the provision; “All other conflicting terms are hereby rejected”.[1] A separately executed agreement replaces the MSLA from its effective date.[1] Catalog proof: MSLA prevails over Ordering Documents unless expressly overridden; Separately executed agreement replaces the MSLA.
Channel purchases. For purchases through an Authorized Channel Partner, the MSLA still governs use. The order and payment go to the partner, refunds and Service Credits come only from the partner, and partner terms “are not binding on Delinea”. If the customer is delinquent, Delinea “may enforce such obligation and collect all outstanding amounts directly from Customer”.[1] Catalog proof: Channel purchases remain governed by the MSLA.
Metrics
The MSLA names the units that usage-based Solutions may use, “number and type of users, agents, API calls, hosts, or secrets”. Product documentation then sets the unit for each product: users and licence types for Secret Server and the Delinea Platform, concurrent users for Privileged Remote Access, endpoints for Privilege Manager and computers for Server Suite.[1] See Delinea licensing and the catalog row MSLA usage-based units.
Fees and usage-based billing
Payment. Fees for SaaS Subscriptions, Licensed Software and Support Services “are payable annually in advance” for Initial and Renewal Terms and are non-refundable except as the MSLA provides. Invoices are due net 30 days. Disputed amounts get an extra 30-day grace period if raised before the due date. Overdue undisputed amounts may bear interest at the lesser of 1.5% a month or the legal maximum.[1] Catalog proof: Fees are annual in advance and non-refundable; Late payment interest of 1.5% a month.
Usage-based fees. For usage-based Solutions, Initial Term invoices follow the quantities in the Ordering Documents. “Invoices for each Renewal Term shall reflect Customer’s usage as tracked by the applicable Solution’s usage tracking and/or reporting functionality.” Using the Solution “represents its consent to such usage tracking for billing purposes”.[1] In effect, growth during a term is billed at the next renewal, which works like a true-up. Catalog proof: Renewal invoices follow tracked usage.
Usage reporting and audit
Records and reporting dates. During the MSLA and for two years after, customers keep “complete and accurate records of usage” for usage-based Solutions. Usage verification is due “twice per year (on May 31 and November 30)”, starting after the first six months of the Initial Term, and at other times on Delinea’s request. Reports are due within 15 days of each date. Customers also authorise automatic usage reporting from Solutions that track usage.[1] Catalog proof: Usage reporting and verification; Usage must be reported twice a year.
Delinquency. Timely and accurate reporting and payment are “conditions of Customer’s entitlement to pricing discounts and continued use”. Where reporting is materially delinquent, “Fees for past usage shall be billed at Delinea’s then-current list pricing”.[1] Failing to meet the usage reporting requirements, or repeatedly or intentionally exceeding session limits, also allows Delinea to suspend access.[1] Catalog proof: Late usage reporting is billed at list price; Exceeding session limits or missing usage reports allows suspension.
Audit. During the MSLA and for two years after, Delinea may audit “Customer’s Solution usage records to verify accuracy of its usage reporting”. The audit takes place on reasonable notice, at a mutually convenient time no more than 30 days later. Delinea discloses any under-reported usage, the parties try to resolve disputes within 10 days, and Delinea may then invoice the under-reported usage.[1] The clause sets no threshold for shifting audit costs to the customer and no penalty uplift beyond the list-price rule for late reporting. The customer is also “solely responsible” for provisioning users and “maintaining appropriate usage records for license compliance”.[1] Catalog proof: Delinea may audit usage records; Customer must keep usage records for licence compliance. See software license audit.
Use rights and restrictions
Grants. All grants are non-exclusive, non-transferable and non-sublicensable, for internal business operations.[1] Licensed Software may be copied only as needed for licensed use and backup. Per-system licences may move like for like, server to server or workstation to workstation. Per-usage licences allow user substitution when a user’s access ends.[1] Catalog proof: Per-system licences may move like for like; Per-usage licences allow user substitution.
Restrictions (s.10(B)). Customers may not:
- reverse engineer or modify the Solutions;
- use them for “commercial time-sharing, rental, outsourcing, application or managed service provision, service bureau use”, or train anyone other than their own users;
- disclose benchmark results without consent;
- be a competitor of Delinea; or
- deploy Licensed Software “in a virtual or gateway-based (i.e., jump box) architecture” unless all computers or devices audited through the gateway, physical or virtual, and the gateway itself are licensed.
Any violation “constitutes an immediate and material breach”.[1] Catalog proof: No outsourcing or managed service use; Gateway or jump box deployments must license all audited devices; Competitors may not use Delinea Solutions.
APIs. Customers may create and distribute software that uses a published Delinea API, provided the software is a non-derivative work used solely for internal business purposes and is not used to compete with Delinea.[1]
Renewals
SaaS Subscriptions, Software Licenses and Support Services “renew automatically for one-year Renewal Terms” unless the customer opts out.[1] The renewal process runs as follows:
- The 90-day Renewals Window opens before the term ends. Delinea issues a renewal quote “based on Delinea’s then-current pricing, terms, and Customer usage data”.
- Changes to the term or support tier must be requested at least 30 days before expiry.
- A non-renewal notice must be given in writing “at least thirty (30) days before the current Term ends”. This is the Non-Renewal Deadline.
- Without such a notice, each item renews for one year on the renewal quote, and Delinea may invoice renewal fees at least 30 days before the Renewal Term starts.
“Pricing at renewal is at Delinea’s then current pricing, which may vary from year to year”.[1] Catalog proof: MSLA renewal terms; Automatic one-year renewal unless notice 30 days ahead; Renewals priced at then-current pricing.
Support
The MSLA requires standard Support Services for the Initial Term of Licensed Software. After that, renewal is at the customer’s discretion, but “Any purchase or renewal of Support Services must cover all Licensed Software for the full Term”. Updates are provided only while a fully paid support package is active. “A reinstatement Fee is required to reinstate Support Services after any lapse”.[1] SaaS Subscriptions include standard support at no extra cost.[1] Delinea may change its Support Policy, but not in a way that materially reduces support during a current, paid-up term.[1] Catalog proof: Support must cover all Licensed Software; Lapsed support requires a reinstatement fee; Support terms cannot be reduced during a paid term.
The Support Policy offers three packages:
| Package | Coverage | Priority 1 response |
|---|---|---|
| Standard | Business hours, one support region | 2 business hours |
| Premium | 24/7 for priority 1 and 2 | 1 hour, 24/7 |
| Premium Plus | Premium plus Technical Account Manager, senior engineers, 5 training seats a year | 1 hour, 24/7 |
“Standard support customers cannot select or acquire support across multiple regions.”[2] The lifecycle table supports each Secret Server, Privilege Manager and Connection Manager release for 12 months and each Server Suite release for 36 months. After that, a custom Sustaining Support agreement provides workarounds but no bug fixes.[2] Catalog proof: Standard Support is limited to one region; Support beyond end of support needs Sustaining Support.
Evaluations, changes and termination
Evaluation Use is “AS IS”, for internal evaluation only. It may include automatic disabling mechanisms and lasts 30 days when no period is stated.[1] Catalog proof: Evaluation use defaults to 30 days.
Cloud Service changes. If a change “materially adversely affects” a Cloud Service and the customer gives notice within 10 days, the customer may terminate that subscription. It then receives prorated Service Credits for prepaid fees.[1] Catalog proof: Material cloud changes give a 10-day exit right.
Termination. Either party may terminate for uncured material breach after 30 days’ notice, or for insolvency. On termination the customer stops using the Solutions. Within 30 days it certifies the destruction or return of Licensed Software, license keys, Documentation and Confidential Information. Fees already accrued remain payable.[1] After a SaaS Subscription ends, the customer has 30 days to export its data.[1] Catalog proof: Terminated licensees must certify destruction of software and keys; Thirty days to export data after a SaaS subscription ends.
Disputes. The MSLA is governed by California law. Disputes go first to executive escalation and then to binding arbitration in San Francisco, under the AAA Commercial Arbitration Rules or, for use outside the United States, the ICDR International Arbitration Rules. Each party’s liability is capped at the fees paid in the 12 months before the liability arose, with exceptions for indemnities and payment obligations.[1]
Out of scope
- The Data Processing Addendum and Service Level Addendum, which are separate documents listed on Delinea’s legal page.[3]
- Professional Services terms beyond those affecting licences.