﻿PIVOTAL SOFTWARE
END USER LICENSE AGREEMENT


BACKGROUND. This End User License Agreement (“Agreement”) is between 
Pivotal Software, Inc. (or based on Licensee’s location (i) the local Pivotal 
sales subsidiary, if Licensee is located in a country outside the United States 
in which Pivotal has a local sales subsidiary; or (ii) Pivotal Software 
International (subject to Section 12 Country Specific Terms (International)), 
if Licensee is located in a country outside the United States in which Pivotal 
does not have a local sales subsidiary) in each case, “Pivotal” and 
Licensee. 


This Agreement governs Licensee's procurement and use of all Software and 
Support Services ordered by Licensee directly from Pivotal or its Distributor. 
Pivotal shall provide the Software and Support Services as described in each 
Quote or Order referencing this Agreement. Unless otherwise set forth in a 
separate signed agreement between Pivotal or its Distributor and Licensee, by 
downloading, installing, or using the Software. Licensee agrees to these terms.


1. EVALUATION SOFTWARE AND BETA COMPONENTS. If Licensee licenses Evaluation 
Software, Beta Components, or both, then such Evaluation Software and Beta 
Components are licensed by Pivotal to Licensee on a non-exclusive, 
non-transferable basis, without any right to sublicense, up to the maximum 
licensed capacity during the Evaluation Period, in the Territory, subject to 
the Guide, only for Licensee’s internal business operations in a 
non-production environment. Notwithstanding any other provision in this 
Agreement, Evaluation Software and Beta Components are provided “AS-IS” 
without indemnification, support, or warranty of any kind, expressed or 
implied. All such licenses expire at the end of the Evaluation Period.
2. GRANT AND USE RIGHTS FOR SOFTWARE.
   1. License Grant. The Software is licensed, not sold. Nothing in this 
Agreement shall be construed to mean that Pivotal has sold or otherwise 
transferred ownership of the Software. Pivotal grants Licensee a non-exclusive, 
non-transferable license, without any right to sublicense, to use the Software, 
Documentation and related Support Services, up to the maximum licensed capacity 
during the period identified in the Quote, in the Territory, subject to the 
Guide, only for Licensee’s internal business operations. Should Licensee 
exceed the Software’s licensed capacity, Licensee will promptly procure 
additional Software license rights at a mutually agreed price. Third Party 
Agents may access the Software on Licensee’s behalf during the Subscription 
Period solely for Licensee’s internal business operations. Licensee may make 
one unmodified backup copy of the Software solely for archival purposes. If 
Licensee upgrades or exchanges the Software from a previous validly licensed 
version, Licensee must cease using all prior versions of the Software and 
certify cessation of use to Pivotal. Licensee is responsible for obtaining any 
software, hardware, or other technology required to operate the Software and 
complying with any corresponding terms and conditions.
   2. License Restrictions. Licensee must not, and must not allow any third 
party to: (a) use the Software in an application services provider, service 
bureau, or similar capacity; (b) disclose to any third party the results of any 
benchmark testing or comparative or competitive analyses of the Software 
without Pivotal’s prior written approval; (c) make the Software available for 
access or use to any third party except as otherwise expressly permitted by 
Pivotal; (d) transfer or sublicense the Software or Documentation (other than 
to an Affiliate, subject to Pivotal’s prior written approval); (e) use the 
Software in conflict with the Guide, Quote or Order; (f)  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 Software except as permitted by applicable mandatory law or third 
party license; (g) remove any copyright or other proprietary notices on or in 
the Software; or (h) violate or circumvent any technological restrictions 
within the Software or as otherwise specified in this Agreement.
   3. OSS. OSS is licensed to Licensee under the applicable OSS license terms 
located in the open_source_licenses.txt file included in or along with the 
Software, the Evaluation Software, or the corresponding source files available 
at https://network.pivotal.io/open-source. The applicable OSS license terms are 
also available by sending a written request, with Licensee’s name and 
address, to: Pivotal Software, Inc., Open Source Files Request, Attn: General 
Counsel, 875 Howard Street, 5th Floor, San Francisco, CA 94103. This offer to 
obtain a copy of the licenses and source files is valid for three years from 
the date Licensee first acquired access to the Software. OSS terms and 
conditions shall take precedence over this Agreement solely with respect to 
such OSS.
   4. Subscription License. All Subscription Licenses are subject to a 
non-cancelable and non-refundable fee. If a Quote or Order indicates a 
Subscription License, then the terms in this Section 2.4 (Subscription License) 
shall also apply. At least 60 days before expiration of the Subscription 
Period, Pivotal (or Distributor, if applicable) will notify Licensee of its 
option to renew the Subscription License at the end of the Subscription Period 
for one additional year at the same annual rate stated in the Quote or Order, 
plus 5%. If Licensee does not notify Pivotal (or Distributor, if applicable) at 
least thirty days before expiration of the Subscription Period of Licensee’s 
intent to renew, the Subscription License shall expire at the end of the 
Subscription Period. Licensee agrees to cease using the Software at the 
expiration of the Subscription Period and any renewal period and will certify 
cessation of use to Pivotal.
   5. Decompilation. If applicable laws in the Territory grant an express right 
to decompile the Software to render it interoperable with other software, 
Licensee may decompile the Software, but must first request Pivotal to do so. 
Licensee must provide all requested information to allow Pivotal to assess the 
request. Pivotal may, in its discretion, provide such interoperability 
information, impose reasonable conditions, including a reasonable fee, on such 
use of the Software, or offer to provide alternatives to protect Pivotal’s 
proprietary rights.
1. ORDERS. Licensee’s Order is subject to this Agreement and shall reference 
the applicable Quote. No Orders are binding until accepted by Pivotal (or 
Distributor, if applicable). Orders for Software are deemed accepted upon 
Pivotal’s (or Distributor’s, if applicable) delivery of Software included 
in such Order. Orders issued to Pivotal do not have to be signed to be valid 
and enforceable. Licensee shall pay in full in accordance with Pivotal’s 
invoice (or Distributor’s invoice, if applicable).
2. LIMITED WARRANTY.
   1. Software Warranty. Pivotal warrants to Licensee that the Software will, 
for the Warranty Period, substantially conform to the applicable Documentation, 
provided the Software: (a) has been properly installed and used in accordance 
with the Documentation; and (b) has not been modified by persons other than 
Pivotal. For any breach of this warranty, Pivotal will, at its option and 
expense, and as Licensee’s exclusive remedy, either replace the Software or 
correct any reproducible error in the Software reported to Pivotal by Licensee 
in writing during the Warranty Period. If Pivotal determines that it is unable 
to replace the Software or correct the error, Pivotal will refund to Licensee 
(or Distributor, if applicable) the amount paid by Licensee (or Distributor, if 
applicable) for the Software, and the license will terminate.
   2. Warranty Exclusions. EXCEPT AS SET FORTH IN SECTION 4.1, AND TO THE 
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PIVOTAL AND ITS DISTRIBUTORS 
PROVIDE THE SOFTWARE AND THE SUPPORT SERVICES WITHOUT ANY WARRANTIES OF ANY 
KIND, EXPRESS, IMPLIED, STATUTORY, OR IN ANY OTHER PROVISION OF THIS AGREEMENT 
OR COMMUNICATION WITH LICENSEE, AND PIVOTAL AND ITS DISTRIBUTORS 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 SUPPORT SERVICES, THE DOCUMENTATION, OR ANY MATERIALS FURNISHED 
OR PROVIDED TO LICENSEE UNDER THIS AGREEMENT. PIVOTAL AND ITS DISTRIBUTORS 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) 
LICENSEE’S BUSINESS REQUIREMENTS. 
1. IP INDEMNITY. 
   1. IP Indemnity for Software. Subject to the remainder of this Section 5 (IP 
Indemnity) and Section 6 (Limitation of Liability), Pivotal shall: (a) defend 
Licensee against any Claim that the Software infringes a copyright or patent 
enforceable in a Berne Convention signatory country; and (b) pay resulting 
costs and damages finally awarded against Licensee by a court of competent 
jurisdiction, or pay amounts stated in a written settlement negotiated and 
approved by Pivotal.
   2. Procedure and Remedies. The foregoing obligations apply only if Licensee: 
(a) promptly notifies Pivotal in writing of such Claim; (b) grants Pivotal sole 
control over the defense and settlement of such Claim; (c) reasonably 
cooperates in response to Pivotal’s request for assistance; (d) is not in 
material breach of this Agreement; and (e) is current in payment of all 
applicable fees prior to the Claim. If the allegedly infringing Software is 
held to constitute an infringement, or in Pivotal’s opinion, any such 
Software is likely to become infringing and its use enjoined, Pivotal may, at 
its sole option and expense: (i) procure for Licensee the right to make 
continued use of the affected Software; (ii) replace or modify the affected 
Software to make it non-infringing; or (iii) notify Licensee to return the 
affected Software and, upon receipt, discontinue the related Support Services 
(if applicable) and, for Subscription Licenses, refund unused prepaid fees 
calculated based on each month remaining in the Subscription Period.
   3. IP Indemnity Exclusions. Neither Pivotal nor any Distributor shall have 
any obligation under this Section 5 (IP Indemnity) or otherwise with respect to 
any Claim that arises out of or relates to: (a) combination, operation or use 
of the Software with any other software, hardware, technology, data, or other 
materials; (b) use for a purpose or in a manner for which the Software was not 
designed or use after Pivotal notifies Licensee to cease such use due to a 
possible or pending Claim; (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 instructions, 
designs, specifications, or any other information or materials provided to 
Pivotal by or on behalf of Licensee; (e) use of any version of the Software 
when an upgrade or a newer iteration of the Software made available by Pivotal 
could have avoided the infringement; (f) any data or information which Licensee 
or a third party utilizes in connection with the Software; or (g) any Open 
Source Software. THIS SECTION 5 STATES LICENSEE’S SOLE AND EXCLUSIVE REMEDY 
AND PIVOTAL’S ENTIRE LIABILITY FOR ANY INFRINGEMENT CLAIMS. 
1. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT MANDATED BY LAW, IN NO EVENT 
SHALL PIVOTAL OR ITS DISTRIBUTORS BE LIABLE FOR ANY LOST PROFITS OR BUSINESS 
OPPORTUNITIES, LOSS OF USE, LOSS OF REVENUE, LOSS OF GOODWILL, BUSINESS 
INTERRUPTION, LOSS OF DATA, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, OR 
CONSEQUENTIAL DAMAGES UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, 
TORT, NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE. PIVOTAL’S AND ITS 
DISTRIBUTORS’ LIABILITY UNDER THIS AGREEMENT SHALL NOT, IN ANY EVENT, EXCEED 
THE LESSER OF (A) FEES LICENSEE PAID FOR THE SOFTWARE DURING THE 12 MONTHS 
PRECEDING THE DATE PIVOTAL RECEIVES WRITTEN NOTICE OF THE FIRST CLAIM TO ARISE 
UNDER THIS AGREEMENT; OR (B) USD $1,000,000. THE FOREGOING LIMITATIONS SHALL 
APPLY REGARDLESS OF WHETHER PIVOTAL OR ITS DISTRIBUTORS HAVE BEEN ADVISED OF 
THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF 
ITS ESSENTIAL PURPOSE. LICENSEE MAY NOT BRING A CLAIM UNDER THIS AGREEMENT MORE 
THAN 18 MONTHS AFTER (i) THE END OF THE SUBSCRIPTION PERIOD, FOR SUBSCRIPTION 
LICENSES, AND (ii) THE CLAIM FIRST ARISES FOR ALL OTHER CLAIMS.
2. TERMINATION.
   1. For Cause. Pivotal may terminate this Agreement effective immediately 
upon written notice to Licensee if: (a) Licensee fails to pay any portion of 
fees due under an applicable Quote or Order within ten days after receiving 
notice that payment is past due; (b) Licensee suffers an insolvency or 
analogous event; (c) Licensee commits a material breach of this Agreement that 
is incapable of being cured; or (d) Licensee breaches any other provision of 
this Agreement and does not cure the breach within 30 days after receiving 
written notice of breach.
   2. For Convenience. Pivotal may terminate this Agreement for convenience 
upon three months written notice to the Licensee. 
   3. Effect of Termination. In the event of expiration of a Subscription 
License or any termination of this Agreement, Licensee must remove and destroy 
all copies of Software, including all backup copies, from the server, virtual 
machine, and all computers and terminals on which the Software (including 
copies) is installed or used and certify destruction of the Software. All 
provisions of this Agreement will survive any termination or expiration if by 
its nature and context it is intended to survive.
1. CONFIDENTIALITY. Each party shall: (a) use the other party’s Confidential 
Information only for exercising rights and performing obligations in connection 
with this Agreement; and (b) protect from disclosure any Confidential 
Information disclosed by the other party for a period commencing upon the 
disclosure date until three years later. Notwithstanding the foregoing, either 
party may disclose Confidential Information: (i) to an Affiliate to fulfill its 
obligations or exercise its rights under this Agreement so long as such 
Affiliate agrees to comply with these restrictions in writing; and (ii) if 
required by law or regulatory authorities provided the receiving party has 
given the disclosing party prompt notice before disclosure. Pivotal shall not 
be responsible for unauthorized disclosure of Licensee’s data stored within 
Software arising from a data security breach. Licensee is solely responsible 
for all obligations to comply with laws applicable to Licensee’s Software 
use, including without limitation any personal data processing. Pivotal may 
collect, use, store and transmit technical and related information about 
Licensee’s Software use, including server internet protocol addresses, 
hardware identification, operating system, application software, peripheral 
hardware, and Software usage statistics, to facilitate the provisioning of 
Support Services. Licensee is responsible for obtaining all consents required 
to enable Pivotal to exercise its confidentiality rights, in compliance with 
applicable law.
2.  RECORDS/AUDIT. For the period set forth in the Quote or Order, any 
renewals, and for three years after, Licensee shall maintain accurate records 
regarding its compliance with this Agreement. Upon reasonable notice and not 
more than once per year, Pivotal may audit Licensee’s Software use to 
determine such compliance and payment of fees. Licensee will promptly pay 
additional fees identified by the audit and reimburse Pivotal for all audit 
costs if the audit discloses underpayment by more than 5% in the audited period 
or that Licensee breached any Agreement term.
3. FEEDBACK AND RESERVATION OF IP RIGHTS.
   1. Feedback. The parties agree that any feedback or suggestions 
(“Feedback”) (if any) given is voluntary. Each party is free to use, 
disclose, reproduce, license or otherwise distribute the Feedback relating to 
its own products and services, without any obligations or restrictions of any 
kind, including intellectual property rights.
   2. Reservation of IP Rights. Except as expressly stated, nothing in this 
Agreement shall be construed to: (a) directly or indirectly grant to a 
receiving party any title or license to or ownership of a providing party’s 
intellectual property rights in the Software, Support Services, or materials 
furnished by such providing party; or (b) preclude such providing party from: 
(i) independently developing, marketing, acquiring, using, licensing, modifying 
or otherwise freely exploiting products or services that are similar to or 
related to the Software or materials provided under this Agreement; (ii) 
restricting the assignment of persons performing Support Services; or (iii) 
using and employing their general skills, know-how, and expertise, and to use, 
disclose, and employ any generalized ideas, concepts, know-how, methods, 
techniques, or skills gained or learned during the course of any assignment, so 
long as that party complies with confidentiality obligations in this Agreement. 
Pivotal is not being engaged to perform any investigation of third party 
intellectual property rights including any searches of patents, copyrights, or 
trademarks related to the Software.
1. EXPORT AND TRADE COMPLIANCE. The Software and any technology delivered in 
connection with them pursuant to this Agreement may be subject to governmental 
restrictions on exports from the USA, restrictions on exports from other 
countries in which such Software and technology may be provided or located, 
disclosures of technology to foreign persons, exports from abroad of derivative 
products, and the importation or use of such technology included with them 
outside of the USA (collectively, "Export Laws"). Diversion contrary to Export 
Laws is expressly prohibited. Licensee shall, at its sole expense, comply with 
all Export Laws including without limitation all licensing, authorization, 
documentation and reporting requirements and Pivotal export policies made 
available to Licensee by Pivotal. Licensee represents that it is not a 
Restricted Party, which shall be deemed to include any person or entity: (a) 
located in or a national of Cuba, Iran, North Korea, Sudan, Syria, Crimea, or 
any other countries that may, from time to time, become sanctioned or with 
which U.S. persons are generally prohibited from engaging in financial 
transactions; (b) on any restricted party or entity list maintained by any U.S. 
government agency; or (c) any person or entity involved in an activity 
restricted by any U.S. government agency. Certain information or technology may 
be subject to the International Traffic in Arms Regulations and shall only be 
exported, transferred or released to foreign nationals inside or outside the 
United States in compliance with such regulations.
2. GENERAL. This Agreement is governed and interpreted by California law. Any 
lawsuit arising directly or indirectly out of this Agreement shall be litigated 
in the Superior Court of San Francisco, California or, if original jurisdiction 
can be established, in the United States District Court for the Northern 
District of California. The U.N. Convention on Contracts for the International 
Sale of Goods does not apply. Software and Support Services are subject to 
United States, European Union, and other export and import laws and 
regulations. Both parties shall comply with all applicable laws and regulations 
and diversion contrary to such laws is expressly prohibited. This Agreement 
confers no rights or remedies on any third party, other than the parties to 
this Agreement and their respective successors and permitted assigns. Pivotal 
reserves all rights not expressly granted to Licensee in this Agreement. The 
parties are independent contractors. This Agreement and its attachments contain 
the entire understanding between the parties and may be amended only by a 
written document signed by both parties. Licensee shall not assign or transfer 
any rights under this Agreement or delegate any of its duties under this 
Agreement without Pivotal’s prior written consent, and any such action in 
violation of this provision, is null and void, of no force, and a breach of 
this Agreement. Pivotal may assign or transfer this Agreement 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, and this Agreement shall inure to the benefit of and be 
binding upon the respective permitted successors and assigns. Pivotal may use 
Pivotal Affiliates or other sufficiently qualified subcontractors to provide 
Support Services, provided that Pivotal remains responsible for their 
performance. If any part of this Agreement, an Order, or a Quote is held 
unenforceable, the validity of the remaining provisions shall not be affected. 
In the event of conflict or inconsistency among the Guide, this Agreement and 
the Order or Quote, the following order of precedence shall apply: (a) the 
Guide, (b) this Agreement and (c) the Order. All terms of any Licensee purchase 
order or similar document provided by Licensee, except those confirming the 
business terms set forth in the applicable Pivotal Quote, shall be null and 
void and of no legal force or effect, even if Pivotal does not expressly reject 
such terms when accepting a purchase order or similar document provided by 
Licensee.
3. COUNTRY SPECIFIC TERMS (INTERNATIONAL). The terms in this Section 12 
(Country Specific Terms (International)) only apply when Pivotal means Pivotal 
Software International. For the avoidance of doubt the terms of this Section 12 
(Country Specific Terms (International)) shall replace the terms in the 
Agreement as specifically stated and all other terms of the Agreement shall 
remain unchanged.
   1. Section 4 (LIMITED WARRANTY). Section 4.2 (Warranty Exclusions) shall be 
deleted and replaced with: 4.2 Warranty Exclusions. EXCEPT AS EXPRESSLY STATED 
IN THE APPLICABLE WARRANTY SET FORTH IN THIS AGREEMENT, 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.
   2. Section 6 (LIMITATION OF LIABILITY). Section 6 (Limitation of Liability) 
shall be deleted replaced with: 6. LIMITATION OF LIABILITY.
1. 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.
2. Subject always to sub-section 6.A, the liability of Pivotal (including its 
suppliers) to the Licensee under or in connection with a Licensee’s Order, 
whether arising from negligent error or omission, breach of contract, or 
otherwise shall not exceed the lesser of (i) fees Licensee 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) EUR 
€1,000,000. 
3. In no event shall Pivotal (including its suppliers) be liable to Licensee 
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 Licensee’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 Licensee 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 6 (Limitation of Liability), 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 (Limitation of Liability) 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 6 (Limitation of Liability).
5. The parties expressly agree that any order for specific performance made in 
connection with this Agreement in respect of Pivotal shall be subject to the 
financial limitations set out in sub-section 6.B.
6. Licensee waives the right to bring any claim arising out of or in connection 
with this Agreement more than twenty-four months after the date of the cause of 
action giving rise to such claim.
7. LICENSEE OBLIGATIONS IN RESPECT OF PRESERVATION OF DATA. During the term of 
the EULA the Licensee 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.
   1. Section 11 (GENERAL) The first two sentences of Section 11 (General) 
shall be deleted and replaced with: This Agreement is governed by the laws of 
the Republic of Ireland, excluding its conflict of law rules. Each party 
expressly consents to the personal jurisdiction of the Dublin Courts and agrees 
that any lawsuit arising directly or indirectly out of this Agreement shall be 
litigated in the Dublin Courts.
1. DEFINITIONS
Affiliate means a legal entity controlled by, controlling, or that is under 
common control of Pivotal or Licensee, with control meaning more than 50% of 
the voting power or ownership interests then outstanding of that entity.
Beta Component means a Software component not yet generally available but 
included in the Software.
Claim means any third party claim, notice, demand, action, proceeding, 
litigation, investigation, or judgment. With respect to Software, such Claim 
must be related to Licensee’s use of the Software during the Subscription 
Period or renewal period. 
Confidential Information means the terms of this Agreement, the Software, and 
all confidential and proprietary information of Pivotal or Licensee, including 
without limitation, all business plans, product plans, financial information, 
software, designs, technical, business, or financial data of any nature 
whatsoever, provided that such information is marked or designated in writing 
as “confidential,” “proprietary,” or with a similar term or 
designation, or information that would reasonably be regarded as being 
confidential by its nature. Confidential Information excludes information that 
is: (a) rightfully in the receiving party’s possession without prior 
obligation of confidentiality from the disclosing party; (b) a matter of public 
knowledge (or becomes a matter of public knowledge other than through a breach 
of confidentiality by the other party); (c) rightfully furnished to the 
receiving party by a third party without a confidentiality restriction; or (d) 
independently developed by the receiving party without reference to the 
disclosing party's Confidential Information.
Distributor means a reseller, distributor, system integrator, service provider, 
independent software vendor, value-added reseller or other partner authorized 
by Pivotal to license Software to end users, or any third party duly authorized 
by a Distributor to license Software to end users.
Documentation means documentation provided to Licensee by Pivotal with the 
Software, as revised by Pivotal from time to time.
Evaluation Period means 90 days starting from initial delivery of the 
Evaluation Software or Beta Components.
Evaluation Software means Software made available for the Evaluation Period at 
no charge, for Licensee’s evaluation purposes only, either subject to a 
signed Order, or where Licensee has not signed a Quote.
Guide means the Pivotal Product Guide available at: 
https://www.pivotal.io/product-guide, in effect on the date of the Quote and 
incorporated into this Agreement. 
Licensee means the person or the entity, and its permitted successors and 
assigns, obtaining the Software.
Major Release means a generally available release of Software that Pivotal 
designates with a change in the digit to the left of the first decimal point 
(e.g., 5.0 >> 6.0).
Minor Release means a generally available release of Software that Pivotal 
designated with a change in the digit to the right of the decimal point (e.g., 
5.0 >> 5.1). 
Open Source Software or OSS means software components licensed and distributed 
under a license approved by the Open Source Initiative or similar open source 
or freeware license and included in, embedded in, utilized by, or provided or 
distributed with the Software.
Order means a purchase order or other ordering document either signed by the 
parties or issued by Licensee to Pivotal or a Distributor that references and 
incorporates this Agreement and is accepted by Pivotal as set forth in Section 
3 (Orders). 
Perpetual License means access to Software and Documentation subject to the 
licensing terms and restrictions in the Guide on a perpetual basis. 
Quote means a pricing quote issued by Pivotal or its Distributor.
Software means Pivotal computer programs listed in the Guide and identified in 
a Quote, indicating a Perpetual License or Subscription License.
Subscription License means a license during the Subscription Period to access: 
(a) Software and Documentation set forth in the Quote subject to the Guide; and 
(b) Support Services, which include any Major Releases, Minor Releases, or 
upgrades on a “when and if available” basis.
Subscription Period means the period specified in the Quote or Order beginning 
upon notification to Licensee that the Software is available for download.
Support Services means services described at: https://www.pivotal.io/support.
Territory means the country or countries in which Licensee has been invoiced. 
Third Party Agent means Licensee’s employees or contractors delivering 
information technology services to Licensee pursuant to a written contract 
requiring compliance with this Agreement.
Warranty Period means 90 days starting from the first notice of availability of 
the Software for download.


End User License Agreement - March 13, 2019
