RSA Link Terms and Conditions

Document created by RSA Link Team Employee on Jan 20, 2017Last modified by RSA Link Team Employee on Jan 20, 2017
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RSA Community Network (RSA LINK) Terms of Use

 

Welcome to our social network that we call RSA Link or the "RSA Community". A RSA Community can be a discussion group, chat area, eRoom, bulletin board, news group, a letter to RSA, its webmaster or employees, or an e-mail function offered as part of a RSA Community. As a member, you can exchange information, questions and comments with fellow RSA Community members. As with all social networks, following common rules will make the interaction a positive and worthwhile experience for everyone. Our goal is to treat every member fairly and with respect, and to make sure this RSA Community is a fun, engaging, diverse, and positive place.

 

We have established certain RSA Link Terms of Use for the benefit of you, other members and RSA. There may be additional terms of use that apply to specific Communities. If there is a conflict between these RSA Link Terms of Use and a particular RSA Community’s terms specific to that Community, the specific RSA Community terms govern with respect to your participation in that particular RSA Community.

 

We’re pleased that you’re here and look forward to your participation in the RSA Community Network.

 

RSA Link Terms of Use

 

ATTENTION: PLEASE READ THESE RSA TERMS OF USE CAREFULLY BEFORE USING THE RSA COMMUNITY NETWORK. BY REGISTERING FOR AN RSA LINK ACCOUNT OR BY ACCESSING OR USING THE RSA Link, YOU ARE REPRESENTING TO RSA THAT YOU HAVE READ AND ACCEPT THESE RSA Link TERMS OF USE AND THE RSA LEGAL NOTICE, WHICH IS INCORPORATED HEREIN BY THIS REFERENCE (SUCH RSA LINK TERMS OF USE AND RSA’S LEGAL NOTICE ARE HEREINAFTER COLLECTIVELY REFERRED TO AS THE “TERMS” OR “TERM OF USE”). IF YOU DO NOT ACCEPT THESE RSA LINK TERMS OF USE AND THE RSA LEGAL NOTICE, DO NOT USE OR PARTICIPATE IN RSA LINK.

 

 

1.  Modification to Terms of Use

 

RSA reserves the right to change the Terms of Use from time to time at its sole discretion. RSA will post the modified Terms of Use on the applicable RSA site. You should periodically check the Terms of Use for such changes. Your continued use of any RSA LINK Community after RSA posts such changes to the Terms of Use shall indicate your acknowledgement of such changes and agreement to be bound by the revised Terms of Use. If you object to any such changes, your sole recourse shall be to inform RSA that you wish to cease using RSA LINK and RSA will deactivate your user name and password, as applicable. The Terms of Use, as modified by RSA from time to time, shall apply to all visits to the RSA LINK, both now and in the future. In the event of any inconsistency between these RSA LINK Terms of Use and the RSALegal Notice, these RSA LINK Terms of Use shall control with respect to your use of any RSA Community.

 

 

2.  Behavior in all RSA Communities

 

  • You must always participate in RSA Communities as yourself and when applicable, correctly identify any affiliation you have with another You must not impersonate any other person or misrepresent your affiliation with any organization.
  • RSA employees and RSA Community moderators contribute as Their contributions are their personal opinions and do not represent RSA official positions, opinions, statements or policies. RSA makes no representations or warranties about such contributions posted or otherwise provided by RSA employees or RSA moderators in the Communities or as to the accuracy or reliability of such contributions.
  • RSA is concerned about the privacy of its Community members. When you register to open an account in RSA LINK or by accessing or using RSA LINK, RSA may collect certain personal information about you. EMC’s use of such information is governed by the provisions of the RSA Privacy Statement and the RSA Legal Notice. You agree that you have read and understand the RSA Privacy Statement and the RSA Legal Notice both of which are hereby incorporated by reference and apply to your use of RSA Communities.
  • If an RSA Community makes certain online space available to you, that space is personal to you, and you may not sell, license, exchange, or barter that space for any purpose.
  • You agree not to upload, email, post, publish or otherwise transmit through any RSA Community any content that: (a) is false or misleading; (b) is defamatory; (c) is harassing or invades another's privacy, or promotes bigotry, racism, hatred or harm against any group or individual; (d) is obscene; (e) infringes another's rights, including but not limited to intellectual property rights; (f) constitutes unsolicited bulk e-mail, "junk mail," "spam" or chain letters; (g) is designed to provoke a negative response from one or more specific users (e.g., "trolling"); (h) interferes with or disrupts RSA LINK or servers or networks connected to RSA LINK, or (f) violates any applicable laws or or regulations.
  • RSA may, but shall not be obligated, to monitor or review any RSA community
  • RSA reserves the right, at any time and without notice, to remove content from the RSA Communities that RSA in its sole discretion deems in violation of these or any specific Community’s Terms of Use.
  • You may not use RSA Communities for commercial purposes. You shall not distribute or otherwise publish any content containing a solicitation of funds, promotion, advertisement, solicitation for goods or services, or other commercial matter. You agree not to solicit other users of any RSA Community to use or join or become members of any commercial online or offline service or other organization.
  • You may download, view, copy and print materials and documents (collectively, the "Documents") provided by RSA on RSA LINK subject to the following: (a) the Documents may be used solely for personal, informational, non-commercial purposes within your organization; and (b) the Documents may not be modified or altered in any way; and (c) the Documents shall not be used for comparative or competitive analysis or bench marking testing or analysis of RSA products or services; and (d) the Documents shall not be used for any competitive purposes as determined by RSA in its sole discretion. No other use of Documents is authorized. You agree that any permitted copies of the Documents which you make shall retain all copyrights and other proprietary notices in the same form and manner as on the original. Except as specified above, nothing contained herein shall be construed as conferring by implication, estoppel or otherwise any license or right under any patent, trademark or copyright of EMC. All rights not expressly granted herein are reserved by EMC. ALL DOCUMENTS PROVIDED BY RSA ON THE RSA COMMUNITY NETWORK ARE PROTECTED BY COPYRIGHT. EXCEPT AS SPECIFICALLY PERMITTED HEREIN, NO DOCUMENTS (OR PORTION THEREOF) PROVIDED BY RSA ON THE RSA COMMUNITY NETWORK MAY BE USED, MODIFIED, COPIED, DISTRIBUTED, DISPLAYED, REPRODUCED, LICENSED, PUBLISHED, TRANSMITTED, OR POSTED, IN ANY FORM OR BY ANY MEANS, WITHOUT THE EXPRESS PRIOR WRITTEN AUTHORIZATION FROM EMC. YOU ARE NOT AUTHORIZED TO CREATE DERIVATIVE WORKS OF ANY DOCUMENTS POSTED BY RSA ON THE RSA COMMUNITY NETWORK WITHOUT THE EXPRESS PRIOR WRITTEN AUTHORIZATION FROM EMC. IT IS A VIOLATION OF EMC’S COPYRIGHTS TO USE, REPRODUCE OR OTHERWISE MAKE AVAILABLE DOCUMENTS FROM THIS SITE FOR ANY COMPETITIVE, PUBLIC OR COMMERCIAL PURPOSES.
  • You shall not collect or store personal data about other users.
  • You may not post any instructions, software or other materials that (a) harm other users' computers; or (b) would allow RSA Community users or third parties to harm other users' computers or to inappropriately access software or websites.  You shall not post any computer programs that contain destructive features, such as viruses, worms or Trojan horses. In addition, you shall not employ any type of bots for the use of scrolling, showing multiple screens, or other activities that might disrupt online communication.
  • RSA is not responsible for anything you say or post in any RSA Community or for the use of the same by any RSA LINK users or third parties.
  • If you post any content to any RSA Community, you are solely responsible for retaining a back-up copy of such RSA is not responsible for any alterations, deletions or loss of any content you post to any RSA Community.
  • Some RSA Community users may post links to other websites.  RSA is not responsible for the content of other websites associated with these links. Your use of these links and any content at such links is entirely at your own risk.
  • You are responsible for any actions you may take based on information or advice you receive while in an RSA Community. The decision to share information, conduct transactions with anyone, and/or implement the information, recommendations or advice posted in a Community is entirely at your own risk. Please conduct your own research prior to making any decisions.
  • Information exchanged in RSA Communities is not confidential unless Community-specific terms provide otherwise.
  • You are responsible for maintaining the confidentiality of any password(s) you receive to access any RSA Community, and are fully responsible for all activities that occur under your password(s). You agree to notify RSA immediately of any unauthorized use of your password(s). You must provide current, accurate, and complete information about yourself that may be required as part of the account creation process and/or continued use and participation in any RSA Community You must maintain and promptly update any account information provided to RSA to keep it accurate, current and complete.

 

 

3.  Software 

 

Any software which you download through any Community is subject to the terms and conditions provided in or with the software.

 

4.  Termination of Use 

 

You agree that RSA may, in its sole discretion, at any time terminate or suspend your access to all or any part of the RSA Community(ies) and any account(s) you may have in connection with such Community(ies) for any reason and without notice. RSA may, but has no obligation, to monitor use of RSA Communities. You may discontinue your participation in and access to RSA LINK at any time. If you breach any of the Terms of Use or any specific Community’s Terms of Use, your authorization to use RSA LINK automatically terminates and you agree to immediately destroy any downloaded or printed Documents (as defined in Section 2 above) and any copies thereof.

 

5.  Third Party Web Sites, Content, Products and Services

 

RSA Communities may provide links to web sites and access to content, products and services from third parties, including users, advertisers, affiliates and sponsors of various RSA Communities. RSA provides these links merely as a convenience for informational purposes and the inclusion of such links does not constitute or imply an endorsement or recommendation. You agree that RSA is not responsible for the availability of, and content provided on, third party web sites. You should refer to the policies posted by other web sites regarding privacy and other topics before you use them. You agree that RSA is not responsible for third party content accessible through any RSA Community, including opinions, advice, statements and advertisements, and understand that you bear all risks associated with the access to and use of such web sites and content therein. If you choose to purchase any products or services from a third party, your relationship is directly with the third party. You agree that RSA is not responsible for: (a) the quality of third party products or services; and (b) fulfilling any of the terms of your agreement with the seller, including delivery of products or services and warranty obligations related to purchased products or services. You agree that RSA is not responsible for any loss or damage of any sort you may incur from dealing  with any third party.

 

6.  Disclaimer

 

ALL RSA COMMUNITIES, AND ALL CONTENT, MATERIALS, INFORMATION, DOCUMENTS, OPINIONS, RECOMMENDATIONS, ADVICE, SOFTWARE, PRODUCTS AND SERVICES PROVIDED ON OR OBTAINED THROUGH ANY RSA COMMUNITIES (COLLECTIVELY, THE “INFORMATION”), ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITH ALL FAULTS. RSA AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. RSA AND ITS SUPPLIERS MAKE NO WARRANTY THAT: (A) RSA COMMUNITIES WILL MEET YOUR REQUIREMENTS; (B) RSA COMMUNITIES WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF ANY RSA COMMUNITY OR ANY INFORMATION OBTAINED FROM ANY RSA COMMUNITY WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY INFORMATION PURCHASED OR OBTAINED BY YOU THROUGH RSA COMMUNITIES WILL MEET YOUR EXPECTATIONS. ANY INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF RSA COMMUNITIES IS DONE ENTIRELY AND SOLELY AT YOUR OWN DISCRETION AND RISK. RSA AND ITS SUPPLIERS SHALL HAVE NO RESPONSIBILITY FOR ANY LOSS OR DAMAGE INCLUDING, WITHOUT LIMITATION, ANY LOSS OF DATA AND/OR USE AND ANY OTHER DAMAGES TO YOUR COMPUTER SYSTEM(S) OR YOUR ENVIRONMENT, THAT RESULTS FROM OR IS RELATED TO THE RSA COMMUNITIES OR THE DOWNLOAD OR USE OF ANY INFORMATION OBTAINED THROUGH ANY OF THE RSA COMMUNITIES. NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH ANY OF THE RSA COMMUNITIES OR FROM EMC, ITS PARENT, SUBSIDIARIES, OR OTHER AFFILIATED COMPANIES, OR ITS OR THEIR SUPPLIERS (OR THE RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS OF ANY SUCH ENTITIES) (COLLECTIVELY, THE “RSA PARTIES”) THROUGH ANY OF THE RSA COMMUNITIES SHALL CREATE ANY WARRANTY. PROBLEMS THAT ARE CAUSED BY YOUR USE OF, OR FAILURE TO PROPERLY USE, THE INFORMATION OBTAINED THROUGH ANY OF THE RSA COMMUNITIES MAY, AT EMC’S SOLE DISCRETION, BE EXCLUDED FROM COVERAGE UNDER THE APPLICABLE RSA WARRANTY OR MAINTENANCE AGREEMENT.

 

7.  Limitation of Liability

 

IN NO EVENT SHALL RSA AND ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING FROM (A) YOUR ACCESS TO, OR USE OF OR INABILITY TO USE, ANY RSA COMMUNITIES OR ANY INFORMATION (AS DEFINED IN SECTION 6 ABOVE), (B) YOUR RELIANCE UPON ANY OF THE CONTENT OR INFORMATION ON ANY RSA COMMUNITIES, OR (C) EMC’S TERMINATION OR SUSPENSION OF YOUR ACCOUNT(S) OR ACCESS TO ANY RSA COMMUNITIES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. TO THE EXTENT THAT ANY RSA PARTY MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR LIMIT ITS LIABILITIES, THE SCOPE OF DURATION OF SUCH WARRANTY AND THE EXTENT OF THE RSA PARTY’S LIABILITY SHALL BE THE MINIMAL PERMITTED UNDER SUCH APPLICABLE LAW.

 

8.  Indemnity

 

You agree to defend, indemnify and hold harmless RSA, its officers, directors, employees and agents from and against any and all claims, liabilities, damages, losses or expenses, including reasonable attorneys' fees and costs, arising out of or in any way connected with your and/or your agent’s access to or use of any RSA Community.

 

 

9.  Export Restrictions/Legal Compliance

 

You may not access, download, use or export any RSA Community, or the content, software, products or services provided on RSA Communities in violation of any country’s export laws or regulations or any other applicable laws or regulations. You agree to comply with all export laws and restrictions and regulations of any United States or foreign agency or authority, and not to directly or indirectly provide or otherwise make available the services and products of RSA in violation of any such restrictions, laws or regulations, or without all necessary approvals, including, without limitation, approvals for the development, design, manufacture or production of nuclear, chemical or biological weapons of mass destruction. As applicable, you shall obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to your own use of the RSA Communities outside the U.S. Neither the services of RSA, nor the underlying information or technology may be downloaded or otherwise provided or made available, either directly or indirectly, ( i ) into any country subject to U.S. trade sanctions, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions; or ( ii ) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department's Table of Denial Orders. By agreeing to these Terms of Use, you agree to the foregoing and represents and warrants that you are not located in, under the control of, or a national or resident of any such country or on any such list.

 

 

10.  Feedback Ownership and Content License

 

Any information provided to RSA regarding RSA products and services shall be provided by the submitter and received by RSA on a non-confidential basis and such information shall be deemed the property of EMC. By submitting any such information to EMC, you agree to a no-charge assignment to RSA of all worldwide rights, title, and interest in copyrights and other intellectual property rights to the information. RSA shall be free to use such information on an unrestricted basis. For any other content provided to EMC, you agree that such information is provided to RSA on a non-confidential basis and by uploading, emailing, posting, disclosing, publishing or otherwise transmitting content to any RSA Community or submitting any content to EMC, you automatically grant (or warrant that the owner of such rights has expressly granted) RSA and all other RSA Community members a perpetual, royalty-free, irrevocable, nonexclusive right and license to use, reproduce, modify, adapt, publish, transmit and distribute such content in any form, medium, or technology now known or later developed. In addition, you warrant that all so-called moral rights in the content have been waived.

 

 

11.  Applicable Law

 

All matters relating to your access to, and use of, RSA Communities shall be governed by US federal laws or the laws of the Commonwealth of Massachusetts, excluding its conflict of law rules. Any legal action or proceeding relating to your access to, or use of, RSA Communities shall be instituted in a state or federal court in Boston, Massachusetts. You and RSA agree to submit to the jurisdiction of, and agree that the venue is proper in, these courts in any such legal action or proceeding.

 

 

RSA Support Forums Terms of Use

 

Terms of Use for all RSA Support Forums

 

ATTENTION: PLEASE READ THESE RSA SUPPORT FORUMS TERMS OF USE CAREFULLY BEFORE USING THE RSA SUPPORT FORUMS. BY REGISTERING FOR AN RSA LINK ACCOUNT OR BY ACCESSING OR USING THE RSA SUPPORT FORUMS, YOU ARE REPRESENTING TO RSA THAT YOU HAVE READ AND ACCEPT THESE RSA SUPPORT FORUMS TERMS OF USE. IF YOU DO NOT ACCEPT THESE RSA SUPPORT FORUMS TERMS OF USE, DO NOT USE OR PARTICIPATE IN THE RSA SUPPORT FORUMS.

 

 

1.  General; Incorporation by Reference

 

The RSA LINK Terms of Use and the RSA Legal Notice are each incorporated by reference and apply to your use of the RSA Support Forums. In the event of a conflict with the terms and conditions in the RSA LINK Terms of Use and the RSA  Legal Notice and these RSA Support Forums Terms of Use, these RSA Support Forum Terms of Use shall govern as it pertains to your use of the RSA Support Forums.

 

 

2.  Support Forums Content

 

  1. Content.  As used in these RSA Support Forums Terms of Use, “Content” means any software, files, feedback, music, sounds, photographs, graphics, videos, documents, communications, materials or other information, whether provided by EMC, another Forum participant, or you.
  2. Content Provided By RSA.  All Content provided, submitted or made available by RSA is the sole property of RSA and RSA retains all title to, ownership of and interest in such Content.
  3. Content Provided by You and all Forum Participants.  You agree that all Content provided or submitted by you or any other Support Forum participant shall be deemed the property of RSA. By submitting such Content to RSA or to any of the RSA Support Forums, you agree to an irrevocable, no-charge assignment to RSA of all worldwide rights, title, and interest in copyrights and other intellectual property rights to the information. RSA shall be free to use such information on an unrestricted basis for any commercial or non-commercial purposes including, without limitation, for creating solutions, improving product and services documentation, creating examples or use in any other content areas without permission, royalties or other fees. If necessary, you will assist RSA, at RSA’s expense, in perfecting its title to such Content.

 


 

LICENSE AGREEMENT

 

*** IMPORTANT INFORMATION – PLEASE READ CAREFULLY ***

 

This Software contains computer programs and other proprietary material and information, the use of which is subject to and expressly conditioned upon acceptance of this License Agreement (the “Agreement”).

 

This Agreement is a legally binding document between you (meaning the individual person or the entity that the individual represents that has obtained the Software and Hardware for its internal productive use and not for outright resale) (the “Customer”) and RSA (which means ( i ) RSA Security LLC, if Customer is located in the United States, Mexico or South America; ( ii ) the local EMC Corporation sales subsidiary, if Customer is located outside the United States, Mexico or South America and in a country in which EMC Corporation has a local sales subsidiary; and ( iii ) EMC Information Systems International (“EISI”), if Customer is located outside United States, Mexico or South America and in a country in which EMC Corporation does not have a local sales subsidiary). Unless RSA agrees otherwise in writing, this Agreement governs Customer's use of the Software and Hardware, except to the extent all or any portion of  the Software or Hardware is: ( a ) the subject of a separate written agreement set forth in a quotation  issued  by  RSA; or ( b ) governed  by  a third party licensor’s terms and conditions. Capitalized terms have meaning stated in the Agreement.

By clicking on the “Agree” or “Accept” or similar button at the end of this Agreement, or proceeding with the installation, downloading, use or reproduction of this Software, or authorizing any other person to do so, you are representing to RSA that you are ( i ) authorized to bind the Customer; and (ii) agreeing on behalf of the Customer that the terms of this Agreement shall govern the relationship of the parties with regard to the subject matter in this Agreement and are waiving any rights, to the maximum extent permitted by applicable law, to any claim anywhere in the world concerning the enforceability or validity of this Agreement.

 

If you do not have authority to agree to the terms of this Agreement on behalf of the Customer, or do not accept the terms of this Agreement on behalf of the Customer, click on the “Cancel” or “Decline” or other similar button at the end of this Agreement and/or immediately cease any further attempt to install, download or use this Software for any purpose, and remove any partial or full copies made from this Software.

 

 

1. DEFINITIONS.

 

  1. “Affiliate” means a legal entity that is controlled by, controls, or is under common “control” of RSA or Customer “Control” means more  than  50%  of  the  voting  power  or ownership interests.
  2. “Confidential Information” means and includes the terms of this Agreement and Software and all confidential and proprietary information of RSA or Customer, including without limitation, all business plans, product plans, financial information, software, designs, and technical, business and financial data of any nature whatsoever, provided that such information is marked or designated in writing as “confidential,” “proprietary,” or any other similar term or Confidential Information does not include information that is ( i ) rightfully in the receiving party’s possession without obligation of confidentiality prior to receipt from the disclosing party, ( ii ) a matter of public knowledge through no fault of the receiving party, ( iii ) rightfully furnished to the receiving party by a third party without restriction on disclosure or use; or ( iv ) independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.
  3. “Distributor” means a reseller, distributor, system integrator, service provider, independent software vendor, value - added reseller, OEM or other partner that is authorized by RSA to license Software to end The term shall also refer to any third party duly authorized by a Distributor to license Software to end users.
  4. “Documentation” means the then-current, generally available, written user manuals and online help and guides for Software or Hardware provided by RSA.
  5. “Hardware” means the hardware product that the  Software is  incorporated in  or  bundled  with and  sold  as  a unit  and all Documentation for the foregoing.
  6. “Product Notice” means the notice by which RSA informs Customer of product-specific use rights and restrictions, warranty periods, warranty upgrades and maintenance (support) Product Notices may be delivered in an RSA quote, otherwise in writing and/or a posting on the applicable RSA website, currently located at http://www.emc.com/products/warranty_maintenance/index.jsp. The terms of the Product Notice in effect as of the date of the RSA quote shall be deemed incorporated into and made a part of the relevant Customer purchase order. Each Product Notice is dated and is archived when it is superseded by a newer version. RSA shall not change any Product Notice retroactively with regard to any Software listed on an RSA quote issued prior to the date of the applicable Product Notice. At Customer’s request, RSA shall without undue delay provide Customer with a copy of the applicable Product Notice and/or attach it to the relevant RSA quote.
  7. “Quote(s)” means one or more documents issued by RSA specifying the Software or Hardware that Customer seeks to obtain from RSA, the related pricing and sufficient other information to complete the Each Quote shall incorporate this Agreement by reference.
  8. “Schedule(s)” means a document provided by RSA to Customer by which Customer orders Software or Hardware (including Evaluation Products) and which is executed by the parties.  Each Schedule shall incorporate this Agreement by reference.
  9. “Software” means the RSA software product which requires acceptance of this Agreement, and any copies made by or on behalf of Customer and all Documentation for the for the foregoing.
  10. “Supplier(s)” means an entity (other than Customer) whose components, subassemblies, software and/or services have been incorporated into Software and/or Hardware.

 

 

2.    ORDERING, PRICING AND PAYMENT.

 

A Schedule or Quote will be deemed accepted by Customer when Customer places an order by: ( i ) providing an executed Schedule to RSA, ( ii ) signing a Quote and returning it to RSA, ( iii ) issuing an executed purchase order for the Software or Hardware on the Quote referencing this Agreement or the Quote, or ( iv ) sending an email or other writing accepting the Quote. RSA may also accept a purchase order referencing this Agreement or the Quote and issued by Customer provided however, this Agreement and any Schedule or Quote shall control in the event that there are different or additional terms set forth in any purchase order submitted by Customer. RSA will issue an invoice upon ( i ) shipment when Hardware is included, or ( ii ) when Software is made available to Customer through electronic file transfer or shipment of media containing the Software. Such invoice will reflect the price for such Software or Hardware as set forth on the Schedule or Quote. Fees for maintenance services, if any, shall be payable annually, in advance. Customer shall pay RSA the price stated on the invoice and also pay or reimburse RSA for all related taxes or withholdings, except for those taxes based on RSA’s net income. If Customer is required to withhold taxes, then Customer will forward any withholding receipts to RSA. All amounts are due in US currency and in full thirty (30) days after the date of RSA's invoice, with interest accruing thereafter at the lesser of 1.5% per month or the highest lawful rate.

 

 

3.     DELIVERY AND INSTALLATION.

 

  1. Delivery.  Title and risk of loss to the Hardware shall transfer to Customer upon RSA’s delivery to a carrier at RSA’s designated point of shipment (“Delivery”). Unless otherwise agreed, a common carrier shall be specified by RSA. Software may be provided by ( i ) delivery of physical media; or ( ii ) electronic means (when so offered by RSA). If the Hardware has not been sold (for example - a lease or rental transaction), then risk of loss thereto transfers at Delivery, but title does not.
  2. Installation and Acceptance.  RSA’s obligation, if any, to install Software as part of the Software’s licensing fee, is set forth in the Product Notice. Acceptance that Software or Hardware operates in substantial conformity to the Documentation occurs upon Delivery or electronic availability, as applicable. Notwithstanding such acceptance, Customer retains all rights and remedies set forth in Section 5 (WARRANTY AND DISCLAIMER) below.

 

 

4.     LICENSE TERMS.

 

  1. General License Grant.  Subject to Customer’s compliance with this Agreement, the Product Notice, and payment of all license fees, RSA grants to Customer a nonexclusive and nontransferable (except as otherwise permitted herein) license (with no right to sublicense) to use ( i ) Software for Customer’s internal business purposes; and ( ii ) the Documentation for the purpose of supporting Customer’s use of Software or Hardware. Licenses granted to Customer shall, unless otherwise indicated on the Product Notice or quote from RSA or Distributor be perpetual and commence on Delivery of the physical media or the date Customer is notified of electronic availability, as applicable. Documentation is licensed solely for purposes of supporting Customer’s use of Software or Hardware as permitted in this Section. To the extent applicable to Software, Customer may be required to follow RSA’s then current product registration process, if any, to obtain and input an authorization key or license file.
  2. Licensing Models.  Software is licensed for use only in accordance with the commercial terms and restrictions of the Software’s relevant licensing model, which are stated in the Product Notice and/or quote from RSA or Distributor.
  3. License Restrictions.  All Software licenses granted herein are for use of object code only. Customer is permitted to copy Software as necessary to install and run it in accordance with the license, but otherwise for back-up purposes only. Customer may copy Documentation insofar as reasonably necessary in connection with Customer’s authorized internal use of Software. Customer shall not, without RSA's  prior  written  consent  ( i ) use  Software  in  a  service  bureau,  application service  provider  or  similar  capacity;  or ( ii ) disclose to any third party the results of any comparative or competitive analyses, benchmark testing or analyses of Software performed by or on behalf of Customer; ( iii ) make available Software in any form to anyone other than Customer’s employees or contractors; ( iv ) transfer Software to an Affiliate or a third party; or ( v ) for any Software that is licensed with Hardware, Customer may only use such Software on the Hardware on which it was provided.
  4. No Combination  with  Open  Source  Software.  Some  third  party  license  terms  require  that  computer  code  be  generally( a ) disclosed in source code form to  third  parties, ( b ) licensed to  third parties for the purpose of  making derivative works, or( c ) redistributable to third parties at no charge (collectively, “Excluded License Terms”). If RSA grants Customer the right to incorporate, modify, combine or distribute any of the Software licensed hereunder, then Customer shall not incorporate, modify, combine or distribute the Software with any other computer code in a manner that would subject the Software to Excluded License Terms.
  5. Audit Rights. RSA (including its independent auditors) shall have the right to audit Customer’s usage of Software and Hardware to confirm compliance with the agreed terms. Such audit is subject to reasonable advance notice by RSA and shall not unreasonably interfere with Customer’s business activities. Customer will provide RSA with the support required to perform such audit and will, without prejudice to other rights of RSA, address any non-compliant situations identified by the audit by forthwith procuring additional licenses.
  6. Termination.  RSA may terminate licenses for cause, if Customer breaches the terms governing use of Software or Hardware and fails to cure within thirty (30) days after receipt of RSA’s written notice thereof. Upon termination of a license, Customer shall cease all use and return or certify destruction of the applicable Software (including copies) to RSA.
  7. Reserved Rights.  All rights not expressly granted to Customer are reserved. In particular, no title to, or ownership of, the Software is transferred to Customer. Customer shall reproduce and include copyright and other proprietary notices on and in any copies of the Software. Unless expressly permitted by applicable mandatory law, Customer shall not modify, enhance, supplement, create derivative works from, reverse assemble, reverse engineer, decompile or otherwise reduce to human readable form the Software without RSA's prior written consent, nor shall Customer permit any third party to do the same.

 

 

5.     WARRANTY AND DISCLAIMER.

 

  1. Warranty.  RSA warrants that Software will substantially conform to the applicable Documentation for such Software and that any Hardware provided by RSA will be free from manufacturing defects, malfunctions, errors or other defects in materials and workmanship until the expiration of the applicable warranty period. RSA does not warrant that the operation of Software or Hardware shall be uninterrupted or error free, that all defects can be corrected, or that Software or Hardware meets Customer’s requirements, except if expressly warranted by RSA in its quote.
  2. Warranty Duration.  Unless otherwise stated on the RSA quote, the warranty period for Software and any Hardware shall ( i ) be as set forth at the Product Notice; and ( ii ) commence upon Delivery of the media or Hardware or the date Customer is notified of electronic availability, as applicable.
  3. Customer Remedies.  RSA’s entire liability and Customer’s exclusive remedies under the warranties described in this section shall be for RSA, at its option, to remedy the non-compliance or to replace the affected Software or Hardware. If RSA is unable to effect such within a reasonable time, then RSA shall refund the amount received by RSA for the Software or Hardware concerned. All replaced Software contained on physical media supplied by RSA and Hardware shall be returned to and become the property of RSA. RSA shall have no liability hereunder after expiration of the applicable warranty period. The foregoing shall not void any supplementary remedies made available to Customer by a Distributor, with respect to which RSA shall have no liability or obligation.
  4. Warranty Exclusions. Warranty does not cover problems that arise from ( i ) accident or neglect by Customer or any third party; ( ii ) any third party items or services with which Software or Hardware is used or other causes beyond RSA’s control; ( iii ) installation, operation or use not in accordance with RSA’s instructions or the applicable Documentation; ( iv ) use in an environment, in a manner or for a purpose for which Software or Hardware was not designed; or    ( v ) modification, alteration or repair by anyone other than RSA or its authorized representatives;. RSA has no obligation whatsoever for Software or Hardware installed or used beyond the licensed use, or whose original identification marks have been altered or removed.
  5. No Further Warranties.  Except for the warranty set forth herein, and to the maximum extent permitted by law, RSA (INCLUDING ITS SUPPLIERS) MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES, WRITTEN OR ORAL. INSOFAR AS PERMITTED UNDER APPLICABLE LAW, ALL OTHER WARRANTIES ARE SPECIFICALLY EXCLUDED, INCLUDING WARRANTIES ARISING BY STATUTE, COURSE OF DEALING OR USAGE OF TRADE.

 

 

6.     LIMITATION OF LIABILITY.

 

  1. Limitation on Direct Damages.  RSA’S TOTAL LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF ANY TYPE WHATSOEVER, ARISING OUT OF SOFTWARE OR HARDWARE PROVIDED HEREUNDER, SHALL BE LIMITED TO PROVEN DIRECT DAMAGES CAUSED BY RSA’S SOLE NEGLIGENCE IN AN AMOUNT NOT TO EXCEED ( i ) US$1,000,000, FOR DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY; AND ( ii ) THE PRICE PAID BY CUSTOMER TO RSA FOR THE SPECIFIC SERVICE (CALCULATED ON AN ANNUAL BASIS, WHEN APPLICABLE) OR SOFTWARE OR HARDWARE FROM WHICH SUCH CLAIM ARISES, FOR DAMAGE OF ANY TYPE NOT IDENTIFIED IN ( i ) ABOVE OR OTHERWISE EXCLUDED HEREUNDER.
  2. No Indirect Damages.  EXCEPT WITH RESPECT TO CLAIMS REGARDING VIOLATION OF RSA’S INTELLECTUAL PROPERTY RIGHTS, NEITHER CUSTOMER NOR RSA SHALL HAVE LIABILITY TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUES, DATA AND/OR USE), EVEN IF ADVISED OF THE POSSIBILITY THEREOF.
  3. Special Exclusion.  IN JURISDICTIONS THAT DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, ALL OR A PORTION OF SECTION 6.A AND/OR 6.B ABOVE MAY NOT APPLY. CUSTOMER ACKNOWLEDGES AND AGREES THAT NO INDEMNITY IS GIVEN WITH RESPECT TO THE SOFTWARE OR HARDWARE.
  4. Limitation Period.  Unless otherwise required by applicable law, the limitation period for claims for damages shall be eighteen ( 18 ) months after the cause of action accrues, unless statutory law provides for a shorter limitation period.
  5. Suppliers.  The foregoing limitations shall also apply in favor of RSA’s Suppliers.
  6. Regular Back-ups. As part of its obligation to mitigate damages, Customer shall take reasonable data back-up In particular, Customer shall provide for a daily back-up process and back-up the relevant data before RSA performs any remedial, upgrade or other works on Customer’s production systems. To the extent RSA’s liability for loss of data is not in any way excluded under this Agreement, RSA shall in such case of data losses only be liable for the typical effort to recover the data which would have accrued if Customer had appropriately backed up its data.

 

 

7.     EVALUATION PRODUCTS.

 

  1. This Agreement shall also apply to ( i ) “Evaluation Software” (meaning the copy of Software which contains this Agreement, including any copies made by or on behalf of Customer, and all Documentation for the foregoing, which are licensed for a limited duration for the specific purpose of evaluation prior to making a final decision on procurement); and Evaluation Hardware (meaning the hardware product that the Evaluation Software is incorporated in or bundled with and all Documentation for the foregoing, which is provided for a limited duration for the specific purpose of evaluation prior to making a final decision on procurement); and ( ii ) “Beta Test Products” (meaning the Software and/or Hardware that is in a beta phase, including any related Documentation, that RSA may provide to Customer under this Agreement, subject to the remainder of this Section “Evaluation Products” means Evaluation Software, Evaluation Hardware and Beta Test Products.
  2. The particular Evaluation Products, period of use, Installation Site and other transaction-specific conditions shall be as mutually agreed between RSA and Customer and recorded in the form of a Schedule or via an online evaluation request form on an RSA website.
  3. Notwithstanding any deviating terms in this Agreement, the period of use shall be thirty ( 30 ) days from date of delivery of the Evaluation Products, unless otherwise agreed by the Parties in a Schedule or in an online request form on an RSA All licenses for Evaluation Software expire at the end of the evaluation period.
  4. Customer shall either delete all copies of the Evaluation Software and Beta Test Products or return the Evaluation Products at the end of the evaluation or loan period, or when sooner terminated by RSA for convenience whichever occurs Customer shall bear the risk of loss and damage for return of physical media and Evaluation Products, if any, and de-installation.
  5. Customer may use Evaluation Products free of charge, but solely for the purpose of evaluation and not in a production environment.
  6. Without prejudice to any other limitations on RSA’s liability set forth in this Agreement (which shall also apply to Evaluation Products), Evaluation Products are provided “AS IS” and any warranty or damage claims against RSA in connection with Evaluation Products are hereby excluded, except in the event of fraud or willful misconduct of
  7. Unless otherwise specifically agreed in writing by RSA, RSA does not provide maintenance or support for any Evaluation CUSTOMER RECOGNIZES THAT EVALUATION PRODUCTS MAY HAVE DEFECTS OR DEFICIENCIES WHICH CANNOT OR MAY NOT BE CORRECTED BY RSA. RSA shall have no liability to Customer for any action (or any prior related claims) brought by or against Customer alleging that Customer’s sale, use or other disposition of any Evaluation Products infringes any patent, copyright, trade secret or other intellectual property right. In the event of such an action, RSA retains the right to terminate this Agreement and take possession of the Evaluation Products. THIS SECTION STATES RSA’S ENTIRE LIABILITY WITH RESPECT TO ALLEGED INFRINGEMENTS OF INTELLECTUAL PROPERTY RIGHTS BY EVALUATION PRODUCTS OR ANY PART OF IT OR ITS OPERATION.
  8. Customer shall treat the Beta Test Products, including the nature and features thereof and materials relating thereto and the results of Customer’s testing and evaluation of the Beta Test Products as RSA’s Confidential Customer agrees that any feedback or ideas it or any of its employees, contractors or customers provided to RSA regarding the Beta Test Products or any suggested improvements thereto will be the exclusive property of RSA. Customer understands that RSA may never release the Beta Test Products as a commercial product.

 

 

8.  CONFIDENTIALITY.

 

Each party shall ( i ) use Confidential Information of the other party only for the purposes of exercising rights or performing obligations in connection with this Agreement or any purchase order hereunder; and ( ii ) use at least reasonable care to protect from disclosure to any third parties any Confidential Information disclosed by the other party for a period commencing upon the date of disclosure until three ( 3 ) years thereafter. Notwithstanding the foregoing, either party may disclose Confidential Information ( a ) to an Affiliate for the purpose of fulfilling its obligations or exercising its rights hereunder as long as such Affiliate complies with the foregoing; and ( b ) if required by law provided the receiving party has given the disclosing party prompt notice.

 

 

9.  GOVERNMENT REGULATIONS AND EXPORT.

 

Hardware, Software and the technology included therein provided under this Agreement are subject to governmental restrictions on ( i ) exports from the U.S.; ( ii ) exports from other countries in which such Hardware, Software and technology included therein may be produced or located; ( iii ) disclosures of technology to foreign persons; ( iv ) exports from abroad of derivative products thereof; and ( v)  the importation and/or use of such Hardware, Software and technology included therein outside of the United States or other countries (collectively, "Export Laws"). Customer shall comply with all Export Laws and RSA export policies to the extent such policies are made available to Customer by RSA. Diversion contrary to U.S. law or other Export Laws is expressly prohibited.

 

 

10.  TERMINATION.

 

Either Customer or RSA may terminate this Agreement upon written notice due to the other party’s material breach of the terms governing use of the Software or Hardware; provided that such breach is not cured within thirty (30) days after the provision of written notice to the breaching party specifying the nature of such breach. Upon termination of this Agreement, Customer shall cease all use and return or certify destruction of the applicable Software (including copies) to RSA. Any provision that by its nature or context is intended to survive any termination or expiration, including but not limited to provisions relating to payment of outstanding

fees, confidentiality and liability, shall so survive.

 

11.  MISCELLANEOUS.

 

  1. References.  Each party shall not, and shall not authorize or assist another to, originate, produce, issue or release any written publicity, news release, marketing collateral or other publication or public announcement, relating in any way to this Agreement, without the prior written approval of the other, which approval shall not be unreasonably withheld; provided, however, that RSA may identify Customer for reference purposes and use Customer’s logo in its marketing material.
  2. Notices and Language. Any notices permitted or required under this Agreement shall be in writing, and shall be deemed given when delivered ( i ) in person, ( ii ) by overnight courier, upon written confirmation of receipt, ( iii ) by certified or registered mail, with proof of delivery, ( iv ) by facsimile transmission with confirmation of receipt, or ( v ) by email, with confirmation of receipt (except for routine business communications issued by RSA, which shall not require confirmation from Customer). Notices shall be sent to the address, facsimile number or email address set forth below, or at such other address, facsimile number or email address as provided to the other party in writing. Notices shall be sent to: RSA Security LLC, 174 Middlesex Turnpike, Bedford, MA 01730. Fax for legal notices: 781-515-5450. The parties agree that this Agreement has been written in the English language, that the English language version shall govern and that all notices shall be in the English language.
  3. Entire Agreement.  This Agreement ( i )  is the complete statement of the agreement of the parties with regard to the subject matter hereof; and ( ii ) may be modified only by a writing signed by both parties. All terms of any purchase order or similar document provided by Customer, including but not limited to any pre-printed terms thereon and any terms that are inconsistent or conflict with this Agreement, shall be null and void and of no legal force or effect, even if RSA does not expressly object to such terms when accepting a purchase order or similar document provided by Customer.
  4. Force Majeure. Except for payment of fees, if a party’s performance of its obligations is prevented or interfered with due to any force majeure event, including strikes, riots, insurrection, terrorism, fires, natural disasters, acts of God, war, governmental action, or any other cause which is beyond the reasonable control of such party (“Non-Performance Cause”), such Party shall ( i ) promptly notify the other; ( ii ) be excused from the performance of the affected obligations on a day-for-day basis, during the Force Majeure Event; ( iii ) use reasonable efforts to avoid or remove the Non-Performance Cause; and ( iv ) move to resume performance as soon as possible after the Non-Performance Cause is removed or ceases.
  5. Assignment. Customer shall not assign this Agreement or any right or delegate any performance without RSA’s prior written consent, which consent shall not be unreasonably Customer shall promptly notify RSA, and RSA may terminate this Agreement on thirty days’ notice, if Customer merges with or is acquired by a third party or otherwise undergoes a change of control.
  6. Governing Law. This Agreement is governed by: ( i ) the laws of the Commonwealth of Massachusetts when RSA means RSA Security LLC; ( ii ) the laws of the applicable country in which the applicable RSA subsidiary is registered to do business when RSA means the local EMC subsidiary, and ( iii ) the laws of Ireland when RSA means In each case, the applicability of laws shall exclude any conflict of law rules. The U.N. Convention on Contracts for the International Sale of Goods shall not apply. In the event of a dispute concerning this Agreement, Customer consents to the sole and exclusive personal jurisdiction of the courts of competency in the location where RSA is domiciled.
  7. Waiver.  No waiver shall be deemed a waiver of any prior or subsequent default hereunder. If any part of this Agreement is held unenforceable, the validity of the remaining provisions shall not be affected.
  8. Partial Invalidity.  If any part of this Agreement, a purchase order or an RSA quote is held unenforceable, the validity of the remaining provisions shall not be affected.
  9. Select or Brokerage Products.  Periodically, RSA may offer to supply or license certain products that are made by a third party manufacturer/supplier and not RSA. Some of such products are specifically identified as “EMC Select Products for RSA”. Other such third party manufacturer/supplier products may be provided by RSA on a case-by-case basis in response to a Customer request (“Brokerage Products”), and will be identified on the Quote using “Brokerage” or a similar descriptor. Notwithstanding any other provisions herein, EMC Select Products for RSA and Brokerage Products are subject to the standard license, warranty, indemnity and support terms of the third party manufacturer/supplier (or an applicable agreement between Customer and such manufacturer/supplier), to which Customer shall adhere. Even if support fees are invoiced through RSA, EMC Select Products for RSA and Brokerage Products are not supported by RSA and Customer must contact such third party directly for support services. Any warranty or indemnity claims against RSA in relation to EMC Select Products for RSA or Brokerage Products are expressly excluded. In no event shall RSA be liable to Customer for any damages that in any way arise out of or relate to any EMC Select Products for RSA ort Brokerage Products. EMC Select Products for RSA and Brokerage Products are provided by RSA “AS IS.”

 

 

12.  COUNTRY SPECIFIC TERMS.

 

  1. United Kingdom.  The terms in this subsection A apply only when RSA means the EMC sales subsidiary located in the United Kingdom (currently EMC Computer Systems (UK) Limited):
    1. Section 5D (Warranty Exclusions). The entire section is deleted and replaced with:

D.  Warranty Exclusions. Except as expressly stated in the applicable warranty set forth in this Agreement, RSA (including its suppliers) provides Hardware and Software “AS IS” and makes no other express or implied warranties, written or oral, and ALL OTHER WARRANTIES AND CONDITIONS (SAVE FOR THE WARRANTIES AND CONDITIONS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979) ARE SPECIFICALLY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY    LAW,    INCLUDING,    BUT    NOT    LIMITED    TO,    THE    IMPLIED    WARRANTIES    OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND  ANY WARRANTY ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE, OR USAGE OF TRADE.

           2.  Section 6 (LIMITATION OF LIABILITY). This Section is deleted in its entirety and replaced with:

6.     LIMITATION OF LIABILITY AND PRESERVATION OF DATA.

A.  The entire aggregate liability of RSA (including its suppliers) under or in connection with the supply of the Hardware or Software, whether in tort (including negligence), for breach of contract, misrepresentation or otherwise, is limited in respect of each event or a series of events: ( i )  to the amounts actually paid by Customer for the Software or Hardware which give rise to such liability during the twelve (12) month period immediately preceding the date of the cause of action giving rise to such claim; or ( ii)  Great British Pounds Sterling one million (£1,000,000), whichever is the greater In no event shall RSA (including its suppliers) or Customer be liable to the other or any other person or entity for loss of profits, loss of revenue, loss of use or any indirect, special, incidental, consequential or exemplary damages arising out of or in connection with this Agreement, the license of the Software, and the use, performance, receipt or disposition of such Software or Hardware, even if such party has been advised of the possibility of such damages or losses. Nothing in this Agreement shall operate to exclude or restrict RSA’s liability for: ( a ) death or personal injury resulting from negligence; ( b ) breach of obligations arising from section 12 of the Sale of Goods Act 1979; or ( c ) fraud.

B.  CUSTOMER OBLIGATIONS IN RESPECT OF PRESERVATION OF DATA.  During the Term of the Agreement, the Customer shall:

  1. from a point in time prior to the point of failure, ( i )  make full and/or incremental backups of data which allow recovery in an application consistent form, and ( ii ) store such back-ups at an off-site location sufficiently distant to avoid being impacted by the event(s) (e.g. including but not limited to flood, fire, power loss, denial of access or air crash) and affect the availability of data at the impacted site;
  2. have adequate processes and procedures in place to restore data back to a point in time and prior to point of failure, and in the event of real or perceived data loss, provide the skills/backup and outage windows to restore the data in question;
  3. use anti-virus software, regularly install updates across all data which is accessible across the network, and protect all storage arrays against power surges and unplanned power outages with Uninterruptible Power Supplies; and
  4. ensure that all operating system, firmware, system utility (e.g. but not limited to, volume management, cluster management and backup) and patch levels are kept to RSA recommended versions and that any proposed changes thereto shall be communicated to RSA in a timely

3.  Section 11 (MISCELLANEOUS). Add the following as new subsection J:

J.  Each of the parties acknowledges and agrees that in entering into this Agreement, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement as a warranty. The only remedy available to Customer for a breach of the warranties shall be for breach of contract under the terms of this Agreement. Nothing in Section 6 shall however operate to limit or exclude any liability for fraud. No term of this Agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person that is not a party to this Agreement. If any part of this Agreement is held unenforceable, the validity of the remaining provisions shall not be affected.

B.  Ireland.  The terms in this subsection B apply only when RSA means the EMC sales subsidiary located in Ireland (currently EMC Information Systems International:

  1. Section 5D (Warranty Exclusions). The entire section is deleted and replaced with:

D.  Warranty Exclusions. Except as expressly stated in the applicable warranty set forth in this Agreement and the applicable exhibits, RSA (including its suppliers) and makes no warranties, and ALL WARRANTIES, TERMS AND CONDITIONS, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED BY LAW, CUSTOMER OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES, TERMS AND CONDITIONS, OF FITNESS FOR PURPOSE, DESCRIPTION, AND QUALITY ARE HEREBY EXCLUDED TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

2.  Section 6 (LIMITATION OF LIABILITY). This section is deleted in its entirety and replaced with the following:

6.     LIMITATION OF LIABILITY.

  1. RSA does not exclude or limit its liability to the Customer for death or personal injury, or, breach of obligations implied by Section 12 of the Sale of Goods Act, 1893, as amended by the Sale of Goods and Supply of Services Act, 1980, or, due to the fraud or fraudulent misrepresentation of RSA, its employees or agents.
  2. Subject always to subsection A, the liability of RSA (including its suppliers) to the Customer under or in connection with an order, whether arising from negligent error or omission, breach of contract, or otherwise (“Defaults”) shall be: ( i ) the aggregate liability of RSA for all Defaults resulting in direct loss of or damage to the tangible property of the Customer shall be limited to damages which shall not exceed the greater of two hundred per cent (200%) of the applicable price paid and/or payable for the Software or Hardware, or one million euros (€1,000,000); or ( ii ) the aggregate liability of RSA for all Defaults, other than those governed by subsection 6.B(i) shall be limited to damages which shall not exceed the greater of one hundred and fifty per cent (150%) of the applicable price paid and/or payable or five hundred thousand euro (€500,000).
  3. In no event shall RSA (including its suppliers) be liable to Customer for ( i ) loss of profits, loss of business, loss of revenue, loss of use, wasted management time, cost of substitute services or facilities, loss of goodwill or anticipated savings, loss of or loss of use of any software or data; and/or ( ii ) indirect, consequential or special loss or damage; and/or ( iii ) damages, costs and/or expenses due to third party claims; and/or ( iv ) loss or damage due to the Customer’s failure to comply with obligations under this Agreement, failure to do back-ups of data or any other matter under the control of the Customer. For the purposes of this Section 6, the term “loss” shall include a partial loss, as well as a complete or total loss.
  4. The parties expressly agree that should any limitation or provision contained in this Section 6 be held to be invalid under any applicable statute or rule of law, it shall to that extent be deemed omitted, but if any party thereby becomes liable for loss or damage which would otherwise have been excluded such liability shall be subject to the other limitations and provisions set out in this Section
  5. The parties expressly agree that any order for specific performance made in connection with this Agreement in respect of RSA shall be subject to the financial limitations set out in sub-section B.
  6. CUSTOMER OBLIGATIONS IN RESPECT OF PRESERVATION OF DATA.  During the Term of the Agreement the Customer shall:
  1. from a point in time prior to the point of failure, ( i )  make full and/or incremental backups of data which allow recovery in an application consistent form, and ( ii ) store such back-ups at an off-site location sufficiently distant to avoid being impacted by the event(s) (e.g. including but not limited to flood, fire, power loss, denial of access or air crash) and affect the availability of data at the impacted site;
  2. have adequate processes and procedures in place to restore data back to a point in time and prior to point of failure, and in the event of real or perceived data loss, provide the skills/backup and outage windows to restore the data in question;
  3. use anti-virus software and regularly install updates across all data which is accessible across the network; and
  4. ensure that all operating system, firmware, system utility (e.g. but not limited to, volume management, cluster management and backup) and patch levels are kept to RSA recommended versions and that any proposed changes thereto shall be communicated to RSA in a timely

3.  Section D (Limitation Period). This Section is deleted in its entirety and replaced with the following as a totally separate section:

(D) WAIVER OF RIGHT TO BRING ACTIONS: The Customer waives the right to bring any claim arising out of or in connection with this Agreement more than twenty-four (24) months after the date of the cause of action giving rise to such claim.

C.  European Union.  The terms in this subsection C apply only when RSA means an EMC sales subsidiary located in the European Union:

  1. Section A (General License Grant). The following is added at the end of this section:

Customer shall not, and Customer shall not permit any third party to, modify, enhance, supplement, create derivative works from, reverse assemble, reverse engineer, reverse compile or otherwise reduce to human readable form the Software without RSA's prior written consent, except to the extent that local, mandatory law grants Customer the right to decompile such Software in order to obtain information necessary to render such interoperable with other software. In such event, Customer shall first inform RSA of its intention and request RSA to provide Customer with the necessary information. RSA may impose reasonable conditions on the provision of the requested information, including the payment of a reasonable fee.

D.  Australia.  The terms in this subsection D apply only when RSA means the RSA sales subsidiary located in Australia (currently EMC Global Holdings Company (Australian Branch) ABN 86 669 010 6895:

  1. Section 6 (LIMITATION OF LIABILITY). This section is deleted in its entirety and replaced with the following:

6.     LIMITATION OF LIABILITY.

  A.  Limitation on Direct Damages.  RSA’S AND ITS SUPPLIERS’ TOTAL LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF ANY TYPE WHATSOEVER, ARISING OUT OF SOFTWARE, HARDWARE OR SERVICE PROVIDED HEREUNDER, SHALL BE LIMITED TO PROVEN DIRECT DAMAGES CAUSED BY RSA’S SOLE NEGLIGENCE IN AN AMOUNT NOT TO EXCEED ( i )  AUD$1,000,000, FOR DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY; AND ( ii ) THE PRICE PAID BY CUSTOMER TO RSA FOR THE SPECIFIC SERVICE (CALCULATED ON AN ANNUAL BASIS, WHEN APPLICABLE) HARDWARE OR SOFTWARE FROM WHICH SUCH CLAIM ARISES, FOR DAMAGE OF ANY TYPE NOT IDENTIFIED IN ( i ) ABOVE OR OTHERWISE EXCLUDED HEREUNDER.

B.  No Indirect Damages.  EXCEPT WITH RESPECT TO CLAIMS REGARDING VIOLATION OF RSA’S INTELLECTUAL PROPERTY RIGHTS, NEITHER CUSTOMER NOR RSA (INCLUDING RSA’S SUPPLIERS) SHALL ( a ) HAVE LIABILITY TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUES, DATA AND/OR USE), EVEN IF ADVISED OF THE  POSSIBILITY THEREOF; AND (b) BRING ANY CLAIM BASED ON HARDWARE, SOFTWARE OR SERVICE PROVIDED HEREUNDER MORE THAN EIGHTEEN ( 18 ) MONTHS AFTER THE CAUSE OF ACTION ACCRUES.

C. Trade Practices Legislation: RSA's liability under any statutory right or any condition or warranty, including any implied by any State Fair Trading Act or the Competition and Consumer Act 2010 is, to the maximum extent permitted by law, To the extent that such liability cannot be excluded, RSA's liability is limited at the option of RSA to any one or more of the following: ( i )  the replacement thereof or the supply of its equivalent; ( ii ) the repair thereof; ( iii ) the payment of the cost of replacement thereof or of acquiring its equivalent; or ( iv ) the payment of the cost of having such repaired.

E.  New Zealand - The terms in this subsection E apply only when RSA means the RSA sales subsidiary located in New Zealand (currently EMC CORPORATION (NEW ZEALAND BRANCH) 1188883):

  1. Section 6 (LIMITATION OF LIABILITY). This section is deleted in its entirety and replaced with the following:

6.     LIMITATION OF LIABILITY.

  1. Limitation on Direct Damages.  RSA’S AND ITS SUPPLIERS’ TOTAL LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF ANY TYPE WHATSOEVER, ARISING OUT OF HARDWARE, SOFTWARE OR SERVICE PROVIDED HEREUNDER, SHALL BE LIMITED TO PROVEN DIRECT DAMAGES CAUSED BY RSA’S SOLE NEGLIGENCE IN AN AMOUNT NOT TO EXCEED ( i ) NZ$2,000,000, FOR DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY; AND (ii) THE PRICE PAID BY CUSTOMER TO RSA FOR THE SPECIFIC SERVICE (CALCULATED ON AN ANNUAL BASIS, WHEN APPLICABLE) HARDWARE OR SOFTWARE FROM WHICH SUCH CLAIM ARISES, FOR DAMAGE OF ANY TYPE NOT IDENTIFIED IN ( i )  ABOVE OR OTHERWISE EXCLUDED HEREUNDER.
  2. No Indirect Damages.  EXCEPT WITH RESPECT TO CLAIMS REGARDING VIOLATION OF RSA’S INTELLECTUAL PROPERTY RIGHTS, NEITHER CUSTOMER NOR RSA (INCLUDING RSA’S SUPPLIERS) SHALL ( a ) HAVE LIABILITY TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUES, DATA AND/OR USE), EVEN IF ADVISED OF THE POSSIBILITY THEREOF; AND ( b ) BRING ANY CLAIM BASED ON SOFTWARE, HARDWARE OR SERVICE PROVIDED HEREUNDER MORE THAN EIGHTEEN ( 18 ) MONTHS AFTER THE CAUSE OF ACTION ACCRUES.
  3. Fair Trading Legislation.  RSA's liability under any statutory right or any condition or warranty, including any implied by the Fair Trading Act 1986 or Consumer Guarantees Act 1993 (“FTA”) or any similar law is, to the maximum extent permitted by law, excluded. To the extent that such liability cannot be excluded, RSA's liability is limited at the option of RSA to any one or more of the following: ( i ) the replacement thereof or the supply of its equivalent; ( ii ) the repair thereof;  (iii ) the payment of the cost of replacement thereof or of acquiring its equivalent; or ( iv ) the payment of the cost of having such repaired.

 

13.      CUSTOMER OBLIGATIONS

 

  1. Customer may not engage any third parties to conduct security audits of RSA Products without the prior written consent of RSA.
  2. Customer agrees to comply with the RSA Security Vulnerability Reporting Policy, currently located at http://www.emc.com/contact-us/contact/product-security-response-center.htm.
  3. If Customer has purchased maintenance services, Customer understands that such maintenance services are subject to the Maintenance Agreement for RSA Products, currently located at http://www.emc.com/collateral/legal/rsa-maintenance-agreement.pdf, which Customer agrees to accept.

 

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