MANDATORY FLOW DOWN AND ADDITIONAL TERMS FOR END USERS:
Partner shall, either itself or cause its resellers to flow down the following additional terms to the end user (the “Additional Terms”). CA, Inc. is the successor in interest for all Symantec or VMware product families which are available from the Broadcom selling entity quoting such offerings in the United States. CA Programas de Computador, Part e Serv Ltda. is the successor in interest for all Symantec or VMware product families which are available from the Broadcom selling entity quoting such offerings in Brazil. VMware International Unlimited Company is the successor in interest for all Symantec or CA product families which are available from the Broadcom selling entity quoting such offerings anywhere else in the world. Broadcom Government Solutions LLC is the successor in interest for all Symantec or VMware branded enterprise offerings, requiring US Government cleared resources, which are available from the Broadcom selling entity quoting such offerings in the United States.
END USER TERMS
The use of these offerings are governed by these ordering terms and conditions as well as: (a) either (i) the Broadcom terms and conditions published at https://broadcom.com/licensing, or (ii) the fully executed agreement by and between and the End User and an applicable Broadcom entity governing the CA, Symantec, or VMware branded offerings ordered in this Order referenced above as End User Master (provided that any terms that purport to protect any future pricing between the parties and any purported rights to host Broadcom Offerings on the behalf of an unrelated third party shall be deemed null and void for purposes of this Order), (b) the Specific Program Documentation (the “SPD”) located at https://legaldocs.broadcom.com and/or SaaS Listing applicable to the Broadcom Software, and SaaS located at https://legaldocs.broadcom.com (c) the applicable maintenance/support policies and/or guidelines located at https://docs.broadcom.com/docs/broadcom-maintenance-policy-handbook/ (or successor URL) and (d) the additional terms hereon (collectively, the ”End User Terms”), which Partner agrees to ensure such terms are presented to and agreed by the End User along with the additional flow down terms noted below before or at the time of closing the End User transaction. Any terms that may appear on Partner’s purchase order that vary from or purport to add to the End User Terms (including, without limitation, pre-printed terms) are deemed not appended, inapplicable, and void.
TERMINATION FOR CONVENIENCE
End User agrees it cannot terminate this Order without cause and receive a pro-rata refund of fees not yet incurred, notwithstanding any express or implied right under any legal or equitable theory. For purposes of clarity, in the event End User exercises any right to terminate for convenience under any other contract with Broadcom Inc., along with all its world-wide subsidiaries (collectively, for purposes of this section “Broadcom”), any language in such contract requiring termination of all Broadcom agreements shall not apply to this Order and this Order shall remain in full force and effect. End User understands and agrees that any notice of termination of this Order, other than for an uncured breach by Broadcom, shall not relieve Customer of its obligation to remit any and all remaining payment(s) contained herein and shall not give rise to any right to a refund of any amount paid hereunder.
PUBLICITY
Broadcom is authorized to use the End User trademarks, service marks, logos, certifications, designations and insignias in connection with press and earnings releases. In addition, CA is authorized to use a specific designation (such as preferred business partner etc.) it may have in describing its relationship to End User.
ASSIGNMENT
Neither Party shall assign the End User Terms or any of its rights or delegate any of its duties under the End User Terms, either by operation of law, agreement, or any other process, without the prior written consent of the other Party, except that Broadcom shall have the right to assign the End User Terms or any of its rights or delegate any of its duties under the Agreement at any time to any Broadcom Affiliate(s), or to a successor in interest of all or substantially all of the business to which the End User Terms relate. Subject to the foregoing, the End User Terms will be binding upon, enforceable by, and inure to the benefit of the parties and their respective successors and assigns. Any attempted assignment in violation of this section shall be null and void. “Affiliate” shall mean any person or entity which directly or indirectly owns, controls, is controlled by, or is under common control with a party, where control is defined as owning or directing more than fifty percent (50%) of the voting equity securities or a similar ownership interest in the controlled entity.
NON MAINFRAME REPORTING
Except as may be prohibited by law, for Software: (i) from the VMware Cloud Foundation business unit which is version 9 or higher, and (ii) from the Application Networking and Security business unit which is VMware vDefend version 9 or higher, and VMware Avi Load Balancer version 32 or higher(collectively, “VCF and ANS Software”),End User is required, when explicitly noted in the applicable SPD, to provide Broadcom with a regularly scheduled verified report detailing End User’s installed base and license compliance for such VCF and ANS Software using the format and processspecified by Broadcom from time to time (“Compliance Report”). In order to fulfill such reporting requirements, End User must ensure that the Compliance Report files generated by the applicable VCF and ANS Software are either transmitted by the VCF and ANS Software or uploaded by End User on the schedule required in the SPD and in accordance with the product Documentation. The VCF and ANS Software Documentation and SPDsset forth any impacts to the product functionality or other consequences of End User’s failure to transmit or upload a timely, unaltered Compliance Report. End User assumes any and all risks associated with the loss of any and all functionality and access to updates, upgrades and patches when caused by End User’s failure to provide timely, unaltered Compliance Reports.
MIGRATION
End User understands that Broadcom may migrate a previously licensed software (the “Original Product(s)”) to a new software product (the “Migrated Product(s)”). It is the End User’s responsibility to understand which products herein may be migrated products. Any migrated products are provided in consideration of Original Product(s) being terminated. End User shall cease using and de-install the Original Product(s) following a transition period not to exceed ninety (90) days, as of the date of receipt of the Migrated Product(s); The Migrated Product(s) are subject to the End User Terms, including all financial obligations relating to the Original Product(s) which remain valid and enforceable and are applicable to the Migrated Product(s). Prior to execution of this Order, End User should ensure it understands the migration for the products licensed herein. Execution of this order shall constitute acceptance of such migration and shall also constitute a representation and warranty by End User that it has reviewed and fully understands same. Migration path for licensed products can be obtained at https://www.broadcom.com/docs/product-migration (or successor URL).
SOFTWARE SUPPORT AVAILABILITY
End User understands that Broadcom may either (i) stabilize software in which no future enhancements, versions, releases, development, or service packs are planned, or (ii) the software may be end of life or a particular version is end of service in which Broadcom will no longer provide (a) operational or technical support and (b) develop and provide new enhancements, features, upgrades, service packs, and fixes for the software offering (the “Software Support Availability”). Prior to acceptance of this Order, End User should ensure it understands the support for the products licensed herein. Acceptance of this order shall constitute acceptance of such support and shall also constitute a representation and warranty by End User that it has reviewed and fully understands same. Software Support Availability for licensed products can be obtained at https://www.broadcom.com/docs/end-ofsupport (or successor URL).
PERSONAL DATA
End User acknowledges and agrees that Broadcom will process Personal Data as part of the provision of the Broadcom Offerings in accordance with Broadcom’s Privacy Policy and Notice located at: https://www.broadcom.com/company/legal/privacy/policy (or successor URL). Where Broadcom is a data processor for End User under the applicable local legislation, Broadcom’s processing shall be subject to and in accordance with Broadcom’s global Data Processing Addendum (“DPA”) located at https://docs.broadcom.com/docs/global-customers-dpa(or successor URL), including the relevant Standard Contracting Clauses (“SCC”) located at: https://www.broadcom.com/company/legal/privacy/data-transfers (or successor URL) for international data transfer incorporated therein. End User has been advised that during the term of this Order Broadcom will collect Personal Data and process it as a Controller pursuant to the Privacy Policy and to the extent permitted by GDPR, and/or the Swiss Federal Data Protection Act and/or other applicable local legislation.
NOTICE
Any notice required or permitted by the End User Terms shall be given in writing and will refer to the End User Terms. Legal notices to Broadcom will be sent to legal-notice.pdl@broadcom.com and all other notices will be personally delivered or sent by a reputable overnight courier service (e.g., FedEx, UPS, DHL, etc.), electronic transmission (email or posting to a Broadcom customer portal) or registered or certified mail (return receipt requested) to the other Party’s legal department at the address set forth in the Governing Contract, or other address if updated by notice or for Broadcom, as posted to https://www.broadcom.com/company/legal/licensing/notice (or successor URL). Notices shall be deemed effective upon electronic confirmation; and if delivered via certified mail or overnight courier, notice shall be deemed effective upon confirmation of delivery.
1-800-544-8877
