
PIVOTAL SOFTWARE
END USER LICENSE AGREEMENT

IMPORTANT - 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 End User License Agreement 
("EULA"). This EULA shall apply to all generally-available Pivotal Software 
products, including the Major Releases and Minor Releases to such Software, 
with the exception of Pivotal Greenplum Database (GPDB), Pivotal Greenplum 
Command Center (GPCC) for GPDB, and Pivotal GPtext, which are subject to the 
terms of a separate EULA available at: 
https://network.pivotal.io/pivotal_gpdb_eula.

This EULA is a legally binding document between you (meaning the person or 
the entity that obtained the Software under the terms and conditions of this 
EULA, is agreeing to be bound by the terms and conditions of this EULA, and 
is referred to below as "You" or "Customer") and Pivotal (meaning (i) Pivotal 
Software, Inc., if Customer is located in the United States; and (ii) the 
local Pivotal sales subsidiary, if Customer is located in a country outside 
the United States in which Pivotal has a local sales subsidiary; and (iii) 
GoPivotal International Limited, if Customer is located in a country outside 
the United States in which Pivotal does not have a local sales subsidiary (in 
each case, referred to herein as "Pivotal"). Unless Customer has entered into 
a written and separately signed agreement with Pivotal that is currently in 
effect with respect to the license of the Software and provision of Support 
Services and Software Subscription, this EULA governs Customer's use of the 
Software and the provision of Support Services and Software Subscription. 
Capitalized terms have the meaning stated in the EULA.

If Customer does not have a currently enforceable, written and separately 
signed Software license agreement directly with Pivotal or the Distributor 
from whom Customer obtained this Software, then by clicking on the "Agree" or 
"Accept" or similar button in this EULA, or proceeding with the installation, 
downloading, use or reproduction of this Software, or authorizing any other 
person to do so, You are representing to Pivotal that You are (i) authorized 
to bind the Customer; and (ii) agreeing on behalf of the Customer that the 
terms of this EULA shall govern the relationship of the parties with regard 
to the subject matter in this EULA, and 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 EULA.  In the event of a 
conflict between a term or condition of this EULA and any terms embedded in 
the Software, this EULA shall control.

If Customer has a currently enforceable, written and separately signed 
Software license agreement directly with Pivotal or the Distributor from whom 
Customer obtained this Software, then by clicking on the "Agree" or "Accept" 
or similar button at the end of this EULA, or proceeding with the 
installation, downloading, use or reproduction of this Software, or 
authorizing any other person to do so, You are representing that You are (i) 
authorized to bind the Customer; and (ii) agreeing on behalf of the Customer 
that the terms of such written, signed agreement shall replace and supersede 
the terms of this EULA and shall govern the relationship of the parties with 
regard to this Software, 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 such written signed agreement.

If You do not have authority to agree to the terms of this EULA on behalf of 
the Customer, or do not accept the terms of this EULA on behalf of the 
Customer, click on the "Cancel" or "Decline" or other similar button 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

1.1.  "Affiliate" means a legal entity that is controlled by, controls, or is 
under common "control" of Pivotal or You. "Control" means more than 50% of 
the voting power or ownership interests. 

1.2.  "Beta Component" means a component of the Software provided herein 
which is not yet generally available but is included in the Software.

1.3.  "Confidential Information" means the terms of this EULA, Software, and 
all confidential and proprietary information of Pivotal 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 with any other similar term 
or designation. Confidential Information does not include information that: 
(i) was publicly known and made generally available in the public domain 
prior to the time of disclosure by the disclosing party; (ii) becomes 
publicly known and made generally available after disclosure by the 
disclosing party to the receiving party through no action or inaction of the 
receiving party; (iii) is already in the possession of the receiving party at 
the time of disclosure by the disclosing party as shown by the receiving 
party's files and records immediately prior to the time of disclosure; (iv) 
is obtained by the receiving party from a third party without a breach of 
such third party's obligations of confidentiality; (v) is independently 
developed by the receiving party without use of or reference to the 
disclosing party's Confidential Information, as shown by documents and other 
competent evidence in the receiving party's possession and prepared 
contemporaneously with such independent development; (vi) is required by law 
to be disclosed by the receiving party, provided that the receiving party 
gives the disclosing party prompt written notice of such requirement prior to 
such disclosure and assistance in obtaining an order protecting the 
information from public disclosure; or (vii) is software code in either 
object code or source code form that is licensed under an Open Source 
Software license.

1.4.  "Distributor" means a reseller, distributor, system integrator, service 
provider, independent software vendor, value-added reseller, OEM, or other 
partner that is authorized by Pivotal to license Software to end users. The 
term shall also refer to any third party duly authorized by a Distributor to 
license Software to end users.

1.5.  "Documentation" means, collectively, the operating instructions, 
release notes, media, printed materials, user manuals and/or help files for 
the Software in electronic or written form.

1.6.  "Evaluation Software" means Software made available by Pivotal directly 
to You for a limited period of time at no charge to enable You to evaluate 
such Software prior to making a final decision on licensing or purchasing 
such from Pivotal.

1.7.  "License Key" or "Compliance Key" means a serial number that enables 
You to activate and use the Software, as applicable. 

1.8.  "Major Release," means a generally available release of the Software 
that (a) contains functional enhancements and extensions, (b) fixes for high 
severity and high priority bugs, and (c) is designated by Pivotal by means of 
a change in the digit to the left of the first decimal point (e.g., Software 
5.0 >> Software 6.0).

1.9.  "Minor Release" means a generally available release of the Software 
that (a) introduces a limited amount of new features, functionality and minor 
enhancements; (b) fixes for high severity and high priority bugs identified 
in the current release, and (c) is designated by Pivotal by means of a change 
in the digit to the right of the decimal point (e.g., Software 5.0>>Software 
5.1). 

1.10.  "Open Source Software" or "OSS" means software components that are 
licensed under a license approved by the Open Source Initiative or similar 
open source or freeware license and which are included in, embedded in, 
utilized by, provided or distributed with the Software.

1.11.  "Pivotal Product Guide" means the notice by which Pivotal informs 
Customer of product-specific usage rights and restrictions. The Pivotal 
Product Guide may be delivered in writing attached to the applicable 
Distributor quote, or otherwise in writing and/or a posting on the applicable 
Pivotal website, currently located at http://www.pivotal.io/product-guide. 
The terms of the Pivotal Product Guide in effect as of the date of the quote 
shall be deemed incorporated into and made a part of this EULA. Each Pivotal 
Product Guide is dated and is archived when it is superseded by a newer 
version. Pivotal shall not change any Pivotal Product Guide retroactively 
with regard to any products listed on an applicable quote issued prior to the 
date of the applicable Pivotal Product Guide. At Customer's request, Pivotal 
shall without undue delay provide Customer with a copy of the applicable 
Pivotal Product Guide.

1.12.  "Software" means the Pivotal computer programs (listed on Pivotal's 
commercial price list) for which you obtain a license under an order or quote 
(which specifies a perpetual, Software Subscription time-bound or license 
Term), together with any Software Release that is provided to You during the 
Term.

1.13.  "Software Release" means any Major Release and Minor Release provided 
by Pivotal after initial delivery of the Software, but does not include new 
Software products or services (as determined by Pivotal). 

1.14.  "Software Subscription" consists of: (a) access to the Software and 
Documentation subject to the licensing terms and restrictions set forth in 
the Pivotal Product Guide; and (b) Support Services, which include any new 
Software and upgrades introduced with respect to the Software Subscription 
set forth in the quote on a "when and if available" basis during the 
Subscription Period. 

1.15.  "Subscription Period" means the period of time commencing on the date 
that Pivotal either (i) ships the physical media to Customer; or (ii) sends a 
notification that the Software is available for electronic download, and 
continues for the period specified as such on the quote.

1.16.  "Support Services" means the services available from Pivotal or its 
designee which provides Software Releases and support services for Software 
as set forth at http://www.pivotal.io/support, as such schedule may be 
updated by Pivotal from time to time. 

1.17.  "Technology" means Open Source Software, software, hardware, 
technology or other materials.

1.18.  "Term" shall mean the period of time during which You are licensed to 
use the Software (and/or the Software Subscription), as set forth in the 
quote, or order, and the Software will be available for Your use and/or 
access only for the duration of such Term. 

2.  EVALUATION SOFTWARE AND BETA COMPONENTS

2.1  This EULA shall also apply to Evaluation Software (including any copies 
made by or on behalf of Customer) and Documentation licensed to You for a 
limited duration for the specific purpose of evaluation prior to making a 
final decision on procurement. You can only use Evaluation Software in a 
non-commercial, non-production environment and only for a sixty (60) day 
period beginning on the day the Evaluation Software is made available to You, 
unless otherwise agreed to in writing by Pivotal or as set forth in the 
Pivotal Product Guide ("Evaluation Term"). The Evaluation Software, 
installation site and other transaction-specific conditions shall be as 
mutually agreed in writing between Pivotal and Customer. 

2.2  Notwithstanding any deviating terms in this EULA, all licenses for 
Evaluation Software expire at the end of the Evaluation Term. The right to 
evaluate the Evaluation Software expires at the end of the Evaluation Term or 
upon return of the Evaluation Software to Pivotal, whichever is earlier.

2.3  Without prejudice to any other limitations on Pivotal's liability set 
forth in this EULA (which shall also apply to Evaluation Software), 
Evaluation Software and Beta Components are provided "AS IS" and any warranty 
or damage claims against Pivotal in connection with Evaluation Software and 
Beta Components are hereby excluded, except in the event of fraud or wilful 
misconduct of Pivotal.

2.4   Unless otherwise specifically agreed in writing by Pivotal, Pivotal 
does not provide maintenance or support for any Evaluation Software and/or 
any Beta Components of the Software. CUSTOMER RECOGNIZES THAT EVALUATION 
SOFTWARE OR ANY BETA COMPONENTS OF THE SOFTWARE MAY HAVE DEFECTS OR 
DEFICIENCIES WHICH CANNOT OR MAY NOT BE CORRECTED BY PIVOTAL. Pivotal shall 
have no liability to Customer for any claim, suit, action or proceeding 
("Claim(s)") brought by or against Customer alleging that any or all of the 
Evaluation Software or any Beta Components of the Software or its operation 
or use infringes any patent, copyright, trade secret or other intellectual 
property or proprietary right. In event of such a Claim, Pivotal retains the 
right to terminate this EULA and take possession of the Evaluation Software 
and/or any Beta Components of the Software. THIS SECTION STATES PIVOTAL'S 
ENTIRE LIABILITY WITH RESPECT TO ALLEGED INFRINGEMENT OF INTELLECTUAL 
PROPERTY OR PROPRIETARY RIGHTS BY ANY OR ALL OF THE EVALUATION SOFTWARE, BETA 
COMPONENTS OF THE SOFTWARE, OR THEIR OPERATION OR USE.

3.  GRANT AND USE RIGHTS FOR SOFTWARE 

3.1  License Grant.  The Software is licensed, not sold. Pivotal grants You a 
non-exclusive, non-transferable license, without rights to sublicense, to use 
the Software in the country where You are invoiced in accordance with the 
Documentation and the Pivotal license model set forth in the applicable 
Pivotal Product Guide, for which You have paid the applicable license fees. 
Software must be installed on equipment located in the country where You are 
invoiced. You may allow third party consultants or contractors to access and 
use the Software on Your behalf solely for Your internal business operations, 
provided that they are bound by an agreement with You protecting Pivotal's 
intellectual property with terms no less stringent than this EULA and You 
ensure that such third party use of the Software complies with the terms of 
this EULA. You may make one backup, unmodified copy of the Software solely 
for archival purposes. If You upgrade or exchange the Software from a 
previous validly licensed version, You must cease use of the prior version of 
that Software. You agree to provide written certification of destruction of 
the previous version of the Software upon Pivotal's request.

3.2  Subscription Provisions.  Pivotal grants You a non-exclusive, 
non-transferable license to use the Software up to the maximum licensed 
capacity during the Subscription Period as set forth in the quote.  Should 
You exceed the licensed capacity during the Subscription Period, You will 
promptly procure license rights for additional capacity at a mutually-agreed 
price.  At least sixty (60) days prior to the expiration of Your Subscription 
Period, Pivotal will send you a notification giving you the option to renew 
for one (1) additional year at the same annual rate as set forth herein.  
Following the expiration of the Subscription Period, the Subscription shall 
automatically renew for one (1) additional year at the same annual rate as 
set forth herein if You do not notify Pivotal at least thirty (30) days prior 
to the expiration of the Subscription Period of Your intent not to renew the 
Software Subscription for one (1) additional year. Upon such notification, 
You agree to cease using the Pivotal Software at the end of the Subscription 
Period and will certify same to Pivotal.

3.3  Open Source Software.  Notwithstanding anything herein to the contrary, 
Open Source Software is licensed to You under such OSS's own applicable 
license terms, which can be found in the open_source_licenses.txt file 
included in the Software, or as applicable, the corresponding source files 
for the Software available at http://www.pivotal.io/open-source.  Customer 
may also obtain a copy of the applicable licenses and source files by sending 
a written request, with Your name and address to: Pivotal Software, Inc., 
3495 Deer Creek Road, Palo Alto, CA 94903. All such requests should clearly 
specify: Open Source Files Request, Attention: General Counsel. This offer to 
obtain a copy of the applicable licenses and source files is valid for three 
years from the date you first acquired access to the Software.  Customer is 
responsible for complying with any third party terms and conditions 
applicable to such Open Source Software. These OSS license terms may contain 
additional rights benefiting You. The OSS license terms shall take precedence 
over this EULA to the extent that this EULA imposes greater restrictions on 
You than the applicable OSS license terms, solely with respect to such OSS.

3.4  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 Pivotal Product Guide found 
http://www.pivotal.io/product-guide and/or attached to the quote from Pivotal 
or Distributor. 

3.5  Restrictions.  Without Pivotal's prior written consent, Customer must 
not, and must not allow any third party, to: (i) use Software in an 
application services provider, service bureau, or similar capacity for third 
parties; (ii) disclose to any third party the results of any benchmarking 
testing or comparative or competitive analyses of Software done by or on 
behalf of Customer except as otherwise permitted herein; (iii) make available 
Software in any form to anyone other than Customer's employees or contractors 
reasonably acceptable to Pivotal and which require access to use Software on 
behalf of Customer in a matter permitted by this EULA; (iv) transfer or 
sublicense Software or Documentation to an Affiliate or any third party 
(notwithstanding the foregoing restriction, You may use the Software to 
deliver hosted services to Your Affiliates as defined herein); (v) use 
Software in conflict with the terms and restrictions of the Software's 
licensing model and other requirements specified in the Pivotal Product Guide 
and/or Pivotal quote; (vi) except to the extent permitted by applicable 
mandatory law or third party license, modify, translate, enhance, or create 
derivative works from the Software, or reverse assemble or disassemble, 
reverse engineer, decompile, or otherwise attempt to derive source code from 
the Software; (vii) remove any copyright or other proprietary notices on or 
in any copies of Software; or (viii) violate or circumvent any technological 
restrictions within the Software or specified in this EULA, such as via 
software or services. 

3.6  Decompilation. Notwithstanding the foregoing, decompiling the Software 
is permitted to the extent the laws of the country in which You are using the 
Software give You the express right to do so to obtain information necessary 
to render the Software interoperable with other software; provided that You 
must first request such information from Pivotal (at legal@pivotal.io), 
provide all reasonably requested information to allow Pivotal to assess Your 
claim, and Pivotal may, in its discretion, either provide such 
interoperability information to You, impose reasonable conditions, including 
a reasonable fee, on such use of the Software, or offer to provide 
alternatives to ensure that Pivotal's proprietary rights in the Software are 
protected and to reduce any adverse impact on Pivotal's proprietary rights.

3.7  Benchmarking.  You may use the Software to conduct internal performance 
testing and benchmarking studies. You may only publish or otherwise 
distribute the results of such studies to third parties as follows:  only if 
You provide a copy of Your study to benchmark@pivotal.io for approval prior 
to such publication and distribution. 

3.8  Customer Responsibilities.  You are responsible for separately obtaining 
any software, hardware or other technology required to operate the Software 
and complying with any corresponding terms and conditions.  You are solely 
responsible for all obligations to comply with laws applicable to Your use of 
the Software including without limitation any processing of personal data.

3.9  Data Collection and Usage.  You agree that Pivotal may collect, use, 
store and transmit technical and related information Your use of the Software 
including but not limited to server internet protocol address, hardware 
identification, operating system, application software, peripheral hardware, 
and Software usage statistics, to facilitate the provisioning of updates, 
support, invoicing, online services to You.  You are responsible for 
obtaining any consent required in order to enable Pivotal to exercise the 
rights set forth in this Section 3.9, in each case in compliance with 
applicable law.  

3.10   Audit Rights. During the Term and for two (2) years after termination 
or expiration of the EULA or Support Services and/or Software Subscription 
for the Software, You agree to maintain accurate records as to Your 
installation and use of the Software sufficient to provide evidence of 
compliance with the terms of this EULA. Pivotal, or an independent third 
party designated by Pivotal, may audit, upon written notice to You, Your 
books, records, and computing devices to determine Your compliance with this 
EULA and Your payment of the applicable license and Support Services and/or 
Software Subscription fees, if any, for the Software. Pivotal may conduct no 
more than one (1) audit in any twelve (12) month period. In the event that 
any such audit reveals an underpayment by You of more than five percent (5%) 
o f the license amounts due to Pivotal in the period being audited, or that 
You have breached any term of the EULA, then, in addition to paying to 
Pivotal any underpayments for Software licenses and Support Services and/or 
Software Subscription fees and any other remedies Pivotal may have, You will 
promptly pay to Pivotal the audit costs incurred by Pivotal.  Customer grants 
Pivotal the right to use license management technology included in its 
Software in furtherance of the audit rights set forth herein.

3.11  Reserved Rights. Pivotal retains all right, title, and interest in and 
to the Software, and all related intellectual property rights. Pivotal 
retains all rights not expressly granted to You in this EULA.

4.  TITLE, DELIVERY, ACCEPTANCE, PAYMENT AND PURCHASE. 

4.1  Title, Delivery and Acceptance.  Software shall be provided by 
electronic download and will be deemed to be delivered and accepted, meaning 
that Software operates in substantial conformity to the Documentation upon 
transmission of a notice of availability for download (accompanied by the 
license key when required by Pivotal or its Distributor).

4.2  Purchasing.   Each Customer purchase order shall reference the 
applicable Pivotal quote and becomes binding on both parties when it is 
submitted to Customer and accepted by Pivotal (i) issuing an e-mail or other 
communication to Customer; or (ii) delivering the Software identified in the 
purchase order to Customer.

4.3  Payment (applicable only to orders placed directly on Pivotal).  
Customer shall pay Pivotal's invoices in full within thirty (30) days after 
the date of Pivotal's invoice.  In addition to the charges due hereafter, 
Customer shall pay or reimburse Pivotal for all valued added (VAT), sales, 
use, excise, withholding, personal property and other taxes resulting from a 
Customer purchase order, except for taxes based on Pivotal's net income.  If 
Customer is required to withhold taxes, then Customer will forward any 
withholding receipts to Pivotal at legal@pivotal.io.

5. SUPPORT SERVICES AND SOFTWARE SUBSCRIPTION. In the event you have 
purchased Pivotal Support or Software Subscription you will be entitled to 
any updates, upgrades or extensions or enhancements to the Software. These 
Support or Software Subscription are subject to Pivotal's then-current terms 
and conditions for such Support or Software Subscription as further described 
at http://www.pivotal.io/support.  Software Subscription includes Support 
Services and enables You to obtain unspecified upgrades and major releases of 
the Software product purchased under such Software Subscription during the 
Subscription Period.

6. SOFTWARE RELEASES.  
Customer shall use and deploy Software Releases strictly in accordance with 
terms of the original license for the Software.

7. TERMINATION.  Pivotal may terminate this EULA in its entirety effective 
immediately upon written notice to You if: (a) You breach any provision in 
Section 3.4 and do not cure the breach within ten (10) days after receiving 
written notice thereof from Pivotal; (b) You fail to pay any portion of the 
fees under an applicable order within ten (10) days after receiving written 
notice from Pivotal that payment is past due; (c) You suffer an insolvency or 
analogous event; (d) You breach any other provision of this EULA and do not 
cure the breach within thirty (30) days after receiving written notice 
thereof from Pivotal; or (e) You commit a material breach of this EULA that 
is not capable of being cured.  In the event of expiration or any termination 
of this EULA, You must remove and destroy all copies of the Software, 
including all backup copies, from the server, virtual machine, and all 
computers and terminals on which the Software is installed or used and 
certify destruction of applicable Software (including copies). Any 
obligations to pay fees incurred prior to termination and Sections 1, 2.3, 
3.5, 3.9, 3.10, 4, 7, 9, 10, 11, 12 and 13 of this EULA shall survive 
expiration or termination of this EULA for any reason.
 
8. IP INDEMNITY. Subject to Section 9.3 herein, Pivotal shall (i) at its own 
expense, defend Customer against any third party claim that the Software as 
provided by Pivotal to Customer infringes a copyright or patent enforceable 
in a country that is a signatory to the Berne Convention; and (ii) pay the 
resulting costs and damages finally awarded against Customer by a court of 
competent jurisdiction, or pay the amounts stated in a written settlement 
negotiated and approved by Pivotal. The foregoing obligations are subject to 
the following: Customer (a) notifies Pivotal promptly in writing of such 
claim; (b) grants Pivotal sole control over the defense and settlement 
thereof; (c) reasonably cooperates in response to Pivotal's request for 
assistance; and (d) is not in material breach of this EULA. Should the 
Software become, or in Pivotal's opinion be likely to become, the subject of 
such a claim, Pivotal may, at its option and expense, (1) procure for 
Customer the right to make continued use thereof; (2) replace or modify such 
so that it becomes non-infringing; or (3) request return of the Software and, 
upon receipt thereof, refund the price paid by Customer, less straight-line 
depreciation based on a three (3) year useful life for Software. 
Notwithstanding anything to the contrary stated herein, neither Pivotal nor 
any Pivotal Distributor(s)shall have any  liability to Customer to the extent 
that the alleged infringement arises out of or relates to: (A) combination, 
operation or use of the Software with any other software, hardware, 
technology, data, or other materials, if the infringement would not have 
arisen but for such combination, operation or use; (B) use for a purpose or 
in a manner for which the Software was not designed; (C) any modifications to 
the Software made by any person other than Pivotal or its authorized 
representatives; (D) any modifications to the Software made by Pivotal 
pursuant to Customer's specific instructions; (E) use of any older version of 
the Software when use of a newer Software Release made available to Customer 
would have avoided the infringement; (F)(i) Technology not developed by 
Pivotal, (ii) combination, operation or use thereof, and/or (iii) 
combination, operation or use of Pivotal-developed Technology with Technology 
not developed by Pivotal. THIS SECTION STATES CUSTOMER'S SOLE AND EXCLUSIVE 
REMEDY AND PIVOTAL'S ENTIRE LIABILITY WITH RESPECT TO ALLEGED INFRINGEMENT OF 
INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS BY ANY OR ALL OF THE SOFTWARE OR 
ITS OPERATION OR USE.

9. LIMITED WARRANTY AND LIMITATION OF LIABILITY
9.1   Software Warranty, Duration and Remedy.  Pivotal warrants to Customer 
that the Software will, for a period of ninety (90) days following Delivery 
or notice of availability for electronic download ("Warranty Period"), 
substantially conform to the applicable Documentation, provided that the 
Software: (i) has been properly installed and used at all times in accordance 
with the applicable Documentation; and (ii) has not been modified or added to 
by persons other than Pivotal or its authorized representative. Pivotal will, 
at its own expense and as its sole obligation and Customer's exclusive remedy 
for any breach of this warranty, either replace that Software or correct any 
reproducible error in that Software reported to Pivotal by Customer in 
writing during the Warranty Period. If Pivotal determines that it is unable 
to correct the error or replace the Software, Pivotal will refund to Customer 
the amount paid by Customer for that Software, in which case the license for 
that Software will terminate.

9.2   WARRANTY EXCLUSIONS. EXCEPT AS SET FORTH IN SECTION 9.1, PIVOTAL AND 
ITS LICENSORS PROVIDE THE SOFTWARE WITHOUT ANY WARRANTIES OF ANY KIND, 
EXPRESS, IMPLIED, STATUTORY, OR IN ANY OTHER PROVISION OF THIS EULA OR 
COMMUNICATION WITH YOU, AND PIVOTAL AND ITS LICENSORS SPECIFICALLY DISCLAIM 
ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A 
PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM 
COURSE OF DEALING OR COURSE OF PERFORMANCE REGARDING OR RELATING TO THE 
SOFTWARE, THE DOCUMENTATION, OR ANY MATERIALS FURNISHED OR PROVIDED TO YOU 
UNDER THIS EULA. PIVOTAL AND ITS LICENSORS DO NOT WARRANT THAT THE SOFTWARE 
WILL OPERATE UNINTERRUPTED OR THAT IT WILL BE FREE FROM DEFECTS OR THAT THE 
SOFTWARE WILL MEET (OR IS DESIGNED TO MEET) YOUR BUSINESS REQUIREMENTS.

9.3   LIMITATION OF LIABILITY. IN NO EVENT WILL PIVOTAL BE LIABLE FOR ANY 
LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE, BUSINESS INTERRUPTION, 
LOSS OF DATA, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL 
DAMAGES HOWEVER CAUSED AND ARISING UNDER ANY THEORY OF LIABILITY, WHETHER 
BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR 
OTHERWISE. PIVOTAL'S AND ITS LICENSORS' AGGREGATE LIABILITY ARISING OUT OF OR 
RELATING TO THIS EULA OR THE PROVISION OR USE OF ANY AND ALL OF THE SOFTWARE 
AND SERVICES PROVIDED HEREUNDER, WILL NOT, IN ANY EVENT, EXCEED THE LESSER OF 
(I) FEES YOU PAID FOR THE SOFTWARE DURING THE 12 MONTHS PRECEDING THE DATE 
PIVOTAL RECEIVES WRITTEN NOTICE OF THE FIRST CAUSE OF ACTION TO ARISE 
HEREUNDER; OR (II) USD$1,000,000. THE FOREGOING LIMITATIONS SHALL APPLY 
REGARDLESS OF WHETHER PIVOTAL OR ITS LICENSORS HAVE BEEN ADVISED OF THE 
POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS 
ESSENTIAL PURPOSE. 

9.4   Limitation Period. All claims must be made within (i) the time period 
specified by applicable law; or (ii) eighteen (18) months after the cause of 
action accrues if no such period is specified at law. 

9.5   Regular Back-ups. As part of its obligation to mitigate damages, 
Customer shall take reasonable data backup measures. In particular, Customer 
shall backup data before Pivotal performs any remedial works, upgrades, 
uploads or installs any new Software Release or otherwise works on Customer's 
production systems. To the extent Pivotal's liability for loss of data is not 
anyway excluded under this EULA, Pivotal shall in 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.

10. 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 EULA; 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, except with respect to 
Customer data stored within the Software to which Pivotal may have access in 
connection with the provision of Support or Software Subscription, which 
shall remain Confidential Information until or unless one of the exceptions 
stated in the above definition of Confidential Information applies. 
Notwithstanding the foregoing, either party may disclose Confidential 
Information (a) to independent contractors performing services on its behalf 
and Affiliates for the purpose of fulfilling its obligations or exercising 
its rights hereunder as long as such Affiliates and independent contractors 
performing services on its behalf comply with the foregoing; and (b) if 
required by law provided the receiving party has given the disclosing party 
prompt notice. Pivotal will not be responsible for unauthorized disclosure of 
Customer data stored within the Software arising from a data security breach.

11.  SOFTWARE-SPECIFIC TERMS AND CONDITIONS. In addition to the above 
sections, the Software is subject to the specific license use rights and 
terms and conditions located at http://www.pivotal.io/product-guide. In the 
event of any conflict between the Software-specific terms and conditions set 
forth in the Pivotal Product Guide and those set forth in this EULA, the 
Software-specific terms and conditions set forth in the Pivotal Product Guide 
shall control. 

12.  GENERAL

12.1  Construction. As used in this EULA: (a) the terms "include" and 
"including" are meant to be inclusive and shall be deemed to mean "include 
without limitation" or "including without limitation," (b) the word "or" is 
disjunctive, but not necessarily exclusive, (c) words used herein in the 
singular, where the context so permits, shall be deemed to include the plural 
and vice versa, (d) references to "dollars" or "$" shall be to United States 
dollars unless otherwise specified herein, (e) unless otherwise specified, 
all references to days, months or years shall be deemed to be preceded by the 
word "calendar." The headings of this EULA are intended solely for 
convenience of reference and shall be given no effect in the interpretation 
or construction of this EULA.

12.2  Governing Law. This EULA is governed by: (i) the laws of California 
when Pivotal means Pivotal Software, Inc.; (ii) the laws of the country in 
which the applicable Pivotal subsidiary is registered to do business when 
Pivotal means the local Pivotal subsidiary; and (iii) the laws of Ireland 
when Pivotal means GoPivotal International Limited; provided that in each 
case, the foregoing shall exclude any conflict of law rules, and the U.N. 
Convention on Contracts for the International Sale of Goods shall not apply. 

12.3  Notices. Any notice, consent or other communication to be given under 
this EULA by any party shall be in writing and shall be either (a) personally 
delivered, (b) mailed by registered or certified mail, postage prepaid with 
return receipt requested, (c) delivered by prepaid overnight express delivery 
service or same-day local courier service, or (d) via e-mail transmission, 
with receipt confirmed or a confirming copy sent via mail. Notices delivered 
personally, by overnight express delivery service, by local courier service, 
facsimile transmission or email shall be deemed given as of actual receipt. 
Mailed notices shall be deemed given seven (7) Business Days after mailing. 

12.4  Successors and Assigns. This EULA may not be assigned without the 
express written consent of the other party, not to be unreasonably withheld, 
conditioned or delayed, except that Pivotal may assign or transfer this EULA, 
in whole or in part, without consent of Customer to any 
successors-in-interest to all or substantially all of the business or assets 
of Pivotal whether by merger, reorganization, asset sale or otherwise, or to 
any Affiliates of Pivotal. Any purported transfer or assignment in violation 
of this section is void. Subject to the foregoing restrictions, the terms and 
conditions of this EULA shall inure to the benefit of and be binding upon the 
respective permitted successors and assigns of the parties.

12.5  Severability. If any provision of this EULA becomes or is declared by a 
court of competent jurisdiction to be illegal, unenforceable, or void, 
portions of such provision, or such provision in its entirety, to the extent 
necessary, shall be severed from this EULA, and such court will replace such 
illegal, void or unenforceable provision of this EULA with a valid and 
enforceable provision that will achieve, to the extent possible, the same 
economic, business and other purposes of the illegal, void or unenforceable 
provision. The balance of this EULA shall be enforceable in accordance with 
its terms.

12.6  Waiver. Failure to enforce a provision of this EULA will not constitute 
a waiver.
 
12.7  Independent Contractor. The parties are independent contractors. 
Nothing in this EULA shall be construed to create a joint venture, 
partnership, or an agency relationship between the parties themselves or 
between the parties and any third person. Except as expressly provided 
herein, no party has the authority, without the other party's prior written 
approval, to bind or commit any other party in any way.

12.8  No Third-party Beneficiaries. This EULA is not intended to confer upon 
any person other than the parties hereto any rights or remedies hereunder. 

12.9  Force Majeure. In the event that either party is prevented from 
performing or is unable to perform any of its obligations under this EULA due 
to any Act of God, fire, casualty, flood, earthquake, war, strike, lockout, 
epidemic, destruction of production facilities, riot, insurrection, material 
unavailability, unavailability or interruption of telecommunications 
equipment or networks, or any other cause beyond the reasonable control of 
the party invoking this section, and if such party shall have used reasonable 
efforts to mitigate its effects, such party shall give prompt written notice 
to the other party, its performance shall be excused, and the time for the 
performance shall be extended for the period of delay or inability to perform 
due to such occurrences.

12.10  Compliance with Laws; Export Control; Government Regulations. Each 
party shall comply with all laws applicable to the actions contemplated by 
this EULA. You acknowledge that the Software is of United States origin, is 
provided subject to the U.S. Export Administration Regulations, may be 
subject to the export control laws of the applicable territory, and that 
diversion contrary to applicable export control laws is prohibited. You 
represent that (1) you are not, and are not acting on behalf of, (a) any 
person who is a citizen, national, or resident of, or who is controlled by 
the government of any country to which the United States has prohibited 
export transactions; or (b) any person or entity listed on the U.S. Treasury 
Department list of Specially Designated Nationals and Blocked Persons, or the 
U.S. Commerce Department Denied Persons List or Entity List; and (2) you will 
not permit the Software to be used for, any purposes prohibited by law, 
including, any prohibited development, design, manufacture or production of 
missiles or nuclear, chemical or biological weapons. If the Software and 
related documentation is licensed to the United States government or any 
agency thereof, then the Software and documentation will be deemed to be 
"commercial computer software" and "commercial computer software 
documentation," respectively, pursuant to DFARS Section 227.7202 and FAR 
Section 12.212, as applicable. Any use, reproduction, release, performance, 
display or disclosure of the Software and any related documentation by the 
U.S. Government will be governed solely by this EULA and is prohibited except 
to the extent expressly permitted by this EULA. 

12.11  Order of Precedence. In the event of conflict or inconsistency among 
the Pivotal Product Guide, this EULA and a purchase order, the following 
order of precedence shall apply: (a) the Pivotal Product Guide, (b) this EULA 
and (c) the order.

12.12  Entire Agreement. This EULA (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 EULA, shall be null and void and of no legal force or 
effect.

12.13  Contact Information. Please direct legal notices or other 
correspondence to Pivotal Software, Inc., 3495 Deer Creek Road, Palo Alto, CA 
94304, United States of America, Attn: legal@pivotal.io. 
 
13. COUNTRY SPECIFIC TERMS [IRELAND]. The terms in this Section 13 apply only 
when Pivotal means the Pivotal sales subsidiary located in Ireland (currently 
GoPivotal International Limited) and for the avoidance of doubt these terms 
below shall replace the terms in the EULA above as specifically stated and 
all other terms shall remain unchanged: 

13.1 Section 4.1 (TITLE, DELIVERY AND ACCEPTANCE).  The entire section is 
deleted and replaced with:
4.1 Title, Delivery and Acceptance.  Unless otherwise agreed in writing, 
Software shall be provided by electronic download and will be deemed to be 
delivered and accepted, meaning that Software operates in substantial 
conformity to the Documentation upon transmission of a notice of availability 
for download (accompanied by the license key when required by Pivotal or its 
Distributor).  In the event of delivery of physical media containing the 
Software, title and risk of loss shall transfer to Customer upon Pivotal's 
delivery to a carrier at Pivotal's designated point of shipment ("Delivery") 
and Pivotal shall designate the carrier.  Acceptance of physical media shall 
occur upon Delivery.  Notwithstanding such acceptance of the Software, 
Customer retains all rights and remedies set forth in Section 9.1 of this 
EULA.

13.2 Section 9.2 (WARRANTY EXCLUSIONS). The entire section is deleted and 
replaced with:
9.2 WARRANTY EXCLUSIONS. EXCEPT AS EXPRESSLY STATED IN THE APPLICABLE 
WARRANTY SET FORTH IN THIS EULA, PIVOTAL (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.
 
13.3 Section 9.3 (LIMITATION OF LIABILITY). The entire section is deleted and 
replaced with:
9.3  LIMITATION OF LIABILITY.
A. In case of death or personal injury caused by Pivotal's negligence, in 
case of Pivotal's willful misconduct, fraud or gross negligence, and where a 
limitation of liability is not permissible under applicable mandatory law, 
Pivotal shall be liable according to statutory law.
B. Subject always to subsection 9.3.A, the liability of Pivotal (including 
its suppliers) to the Customer under or in connection with a Customer's 
purchase order, whether arising from negligent error or omission, breach of 
contract, or otherwise ("Defaults") shall not exceed the lesser of (i) fees 
You paid for the specific service (calculated on an annual basis, when 
applicable) or Software during the 12 months preceding Pivotal's notice of 
such claim; or (ii) or one million euros (1,000,000). 
C. In no event shall Pivotal (including its suppliers) be liable to Customer 
however that liability arises, for the following losses, whether direct, 
consequential, special, incidental, punitive or indirect: (i) loss of actual 
or anticipated revenue or profits, loss of use, loss of actual or anticipated 
savings, loss of or breach of contracts, loss of goodwill or reputation, loss 
of business opportunity, loss of business, wasted management time, cost of 
substitute services or facilities, loss of use of any software or data; 
and/or (ii) indirect, consequential, exemplary or incidental 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 EULA, failure to do back-ups of data or any other 
matter under the control of the Customer and in each case whether or not any 
such losses were direct, foreseen, foreseeable, known or otherwise, and 
whether or not that party was aware of the circumstances in which such losses 
could arise. For the purposes of this Section 9.3, the term "loss" shall 
include a partial loss, as well as a complete or total loss.
D. The parties expressly agree that should any limitation or provision 
contained in this Section 9.3 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 9.3.
E. The parties expressly agree that any order for specific performance made 
in connection with this EULA in respect of Pivotal shall be subject to the 
financial limitations set out in sub-section 9.3.B.
F. CUSTOMER OBLIGATIONS IN RESPECT OF PRESERVATION OF DATA. During the Term 
of the EULA 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 Pivotal recommended versions and that any proposed changes 
thereto shall be communicated to Pivotal in a timely fashion.

13.4 Section 9.4 (Limitation Period). The entire section is deleted and 
replaced with:
9.4   WAIVER OF RIGHT TO BRING ACTIONS. Customer waives the right to bring 
any claim arising out of or in connection with this EULA more than 
twenty-four (24) months after the date of the cause of action giving rise to 
such claim.


Pivotal Software EULA January 5, 2015 version 9

