Container Gateway End User License Agreement (EULA)

Container Gateway End User License Agreement (EULA)
gateway93
To accept the EULA, set the ACCEPT_LICENSE environment variable to
true
. The Container Gateway will not function if this variable is not set to "true".
 To view a localized version of this End User License Agreement, click here to download it.
CA End User License Agreement (the "Agreement") for the CA software product
that is being installed as well as the associated documentation and any SDK, as
defined below, included within the product ("the Product").
Carefully read the following terms and conditions regarding your use of the
Product before installing and using the Product. Throughout this Agreement,
you will be referred to as "You" or "Licensee."
By installing or using the Product, or by selecting the "I accept the terms of
the License Agreement" radio button below, and then clicking on the "Next"
button, you are
(I) Representing that you are not a minor, and have full legal capacity and
have the authority to bind yourself and your employer, as applicable, to the
terms of this Agreement;
(II) Consenting on behalf of yourself and/or as an authorized representative of
your employer, as applicable, to be bound by this Agreement.
By selecting the "I do NOT accept the terms of the License Agreement" radio
button below, and then clicking on the "Cancel" button, the installation
process will cease.
1. CA, Inc. (or the CA entity respectively identified after Section 15 below
for the country / countries in which the Product is being supplied), (“CA”)
provides Licensee with one (1) copy of the Product, for use in accordance with
such (a) quantity and (b) CA published criteria for measuring the usage of the
Product (such as, but not limited to, MIPS, CPUs, tiers, servers, or users),
designated as the authorized use limitation ("Authorized Use Limitation") on
any Order Form (defined below) or CD sleeve included within the Product box.
CA licenses the Product to Licensee on a limited, non-exclusive,
non-transferable basis only for internal business use during the Term and other
terms and conditions of (a) any CA Order Form or Registration Form which has
been signed or otherwise contracted between Licensee and a CA affiliate; or (b)
a License Program Certificate which is provided by CA to Licensee, as
applicable, referencing and incorporating the terms of this Agreement (each
hereafter referred to as the "Order Form").
2. If the Product is an alpha or beta version of the program, hereinafter
referred to as the "beta program" or "beta version" and not generally available
to date, CA does not guarantee that the generally available release will be
identical to the beta program or that the generally available release will not
require reinstallation. Licensee agrees that if it registers for support or if
otherwise required by CA, Licensee shall provide CA with specific information
concerning Licensee’s experiences with the operation of the Product. Licensee
agrees and acknowledges that the beta version of the Product (a) is to be used
only for testing purposes and not to perform any production activities unless
CA shall have otherwise approved in writing and (b) has not been tested or
debugged and is experimental and that the documentation may be in draft form
and will, in many cases, be incomplete. Licensee agrees that CA makes no
representations regarding the completeness, accuracy or Licensee’s use or
operation of the beta version of the Product. BETA PRODUCTS ARE PROVIDED ON AN
"AS IS" BASIS, WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER
EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR
REPRESENTATIONS OF TITLE OR NON-INFRINGEMENT. If Licensee is also a tester of
the beta version of the Product (as defined by the beta testing or pre-release
testing agreement (“Beta Testing Agreement”) that was agreed to by Licensee
during the registration process before obtaining the beta version of the
Product), Licensee agrees that the terms of this Agreement are in addition to,
and do not supersede, the terms of the Beta Testing Agreement.
3. If the Product is being licensed on a trial or evaluation basis, Licensee
agrees to use the Product solely for evaluation purposes, in accordance with
the usage restrictions set forth in Section 1, for a thirty-day evaluation
period unless a different period is otherwise noted (the "Trial Period"). At
the end of the Trial Period, Licensee’s right to use the Product automatically
expires and Licensee agrees to de-install the Product and return to CA all
copies or partial copies of the Product or certify to CA in writing that all
copies or partial copies of the Product have been deleted from Licensee’s
computer libraries and/or storage devices and destroyed. If Licensee desires
to continue its use of the Product beyond the Trial Period, Licensee may
contact CA or a CA affiliate to acquire a license to the Product for the
applicable fee. LICENSEE’S USE OF THE PRODUCT DURING THE TRIAL PERIOD IS ON AN
"AS IS" BASIS WITHOUT ANY WARRANTY, AND CA DISCLAIMS ALL WARRANTIES INCLUDING,
WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, AS WELL AS ANY EXPRESS WARRANTIES PROVIDED ELSEWHERE IN
THIS AGREEMENT.
4. If the Product includes a Software Development Kit ("SDK"), the terms and
conditions of this paragraph apply solely for the use of the SDK. The SDK may
include software, APIs and associated documentation. The SDK is provided
solely for Licensee's internal use to develop software that enables the
integration of third party software or hardware with the Product, or to develop
software that functions with the Product, such as an agent. Licensee’s use of
the SDK is restricted solely to enhance Licensee’s internal use of the
Product. No distribution rights of any kind are granted to Licensee regarding
the Product. In addition to the limitations on use set forth in Section 8,
below, Licensee may not reproduce, disclose, market, or distribute the SDK or
the documentation or any applications containing any executable versions of the
SDK to third parties, on the internet, or use such executables in excess of the
applicable Authorized Use Limitation. If there is a conflict between the terms
of this section and the terms of any other section in this Agreement, the terms
of this section will prevail solely with respect to the use of the SDK.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANYTHING
CONTAINED HEREIN TO THE CONTRARY, THE SDK IS PROVIDED AND LICENSED "AS IS"
WITHOUT WARRANTY OF ANY KIND.
5. Payment of the fees specified on the Order Form or as agreed between
Licensee and an authorized reseller of CA or any of the CA affiliates, shall
entitle Licensee to use the Product for the term specified on the Order Form
(the "Term"), which use may include the right to receive maintenance services
therefore for the period set forth on the Order Form. All fees payable
hereunder shall be payable as stated in the Order Form, or if not stated, shall
be payable net thirty (30) days from the CA invoice date. Licensee will
install each new release of the Product delivered to Licensee. After the
initial Term, continued usage and/or maintenance of the Product as provided
herein shall be subject to the payment by Licensee of the fees described on the
Order Form. If You are acquiring licenses of the Product from an authorized CA
reseller, the terms of this Agreement governing payments, pricing and discounts
shall not apply as such terms are between You and your chosen CA reseller. Any
terms that may appear on a Licensee purchase order (including without
limitation pre-printed terms), or as part of Licensee’s order with an
authorized CA reseller, that conflict or vary from the terms and conditions of
this Agreement shall not apply to the Product and shall be deemed null and
void. Notwithstanding the foregoing, with respect to any Product that relies
on continuous content updates, such as signature files and security updates,
Licensee shall be entitled to such content updates for a period of one (1) year
from the effective date of the license.
6. If maintenance is provided by CA or a CA affiliate, it shall be renewed
annually as specified in the Order form. All fees are net of applicable
taxes. Licensee agrees to pay any tariffs, duties or taxes imposed or levied
by any government or governmental agency including, without limitation,
federal, state and local, sales, use, value added and personal property taxes,
(other than franchise and income taxes for which CA is responsible) upon a
presentation of invoices by CA or a CA affiliate, as applicable. Any claimed
exemption from such tariffs, duties or taxes must be supported by proper
documentary evidence delivered to CA. Any invoice which is unpaid by Licensee
when due shall be subject to an interest charge equal to the lower of 1.5% per
month or the highest applicable legal rate.
7. Licensee may install and deploy the Product in the territory specified in
the Order Form up to the Authorized Use Limitation. Licensee may permit its
Authorized End Users access to the Product for Licensee’s and its Affiliates’
internal business wherever located, provided that Licensee hereby expressly
agrees that a breach by an Authorized End User shall be considered to be a
breach by and the responsibility of Licensee. Licensee may relocate the
Product to a new Licensee location within the territory specified in the Order
Form upon prior written notice. For purposes hereof, “Authorized End Users”
means Licensee, its Affiliates and their employees and independent contractors
(but excluding any outsourcer, facilities management providers, managed service
provider, or application service provider) that are bound by terms and
conditions no less restrictive than those contained herein and are acting on
behalf of Licensee and not a third party; “Affiliate” with respect to Licensee
means any legal entity in which the Licensee directly or indirectly Controls;
and “Control” means ownership or control of greater than 50% of an entity’s
shares or control of the board of such entity by force of law or contract, or
the equivalent. If Licensee desires to use the Product beyond such
restrictions, it shall notify CA or the CA affiliate the Licensee has procured
the Product from, and Licensee will be invoiced for and shall pay the
applicable fees for such expanded use.
8. The Product, including any source or object code that may be provided to
Licensee hereunder, as well as documentation, appearance, structure and
organization, is the proprietary property of CA and/or its licensors, if any,
and may be protected by copyright, patent, trademark, trade secret and/or other
laws. Title to the Product, or any copy, modification, translation, partial
copy, compilation, derivative work or merged portion of any applicable SDK,
shall at all times remain with CA and/or its licensors. Licensee agrees that
CA may use any feedback provided by Licensee related to the Product for any CA
business purpose, without requiring consent including reproduction and
preparation of derivative works based upon such feedback, as well as
distribution of such derivative works. Usage rights respecting the Product may
not be exchanged for any other CA product. The Product is licensed as a single
product. Its component parts may not be separated for use. Licensee and its
Authorized End Users will keep the Product and the terms of this license
strictly confidential and use its best efforts to prevent and protect the
Product from unauthorized disclosure or use. Licensee may not (i) disclose,
de-compile, disassemble nor otherwise reverse engineer the Product except to
the extent the foregoing restriction is expressly prohibited under applicable
law; (ii) create any derivative works based on the Product; (iii) use the
Product to provide facilities management, outsourcing, service bureau, hosted
services, cloud services, on demand services or like activity whereby Licensee,
without a CA license authorizing such purpose, operates or uses the Product for
the benefit of a third party; or (iv) permit the use of the Product by any
third party, except as authorized by CA in writing. Licensee shall not release
the results of any benchmark testing of the Product to any third party without
the prior written consent of CA. Licensee will not transfer, assign, rent,
lease, use, copy or modify the Product, in whole or in part, or permit others
to do any of the foregoing with regard to the Product without CA’s prior
written consent, except to the extent the foregoing restriction is expressly
prohibited under applicable law. Licensee will not remove any proprietary
markings of CA or its licensors. Licensee may make a reasonable number of
copies of the Product for disaster recovery “cold standby”, backup and archival
purposes; provided that use of such copies is limited to testing Licensee’s
disaster recovery procedures and effectiveness and as is necessary during any
reasonable period subsequent to the occurrence of an actual disaster during
which Licensee cannot operate the Product. If this license terminates for any
reason, Licensee shall certify to CA in writing that all copies and partial
copies of the Product have been deleted from all computers and storage devices
and are returned to CA or destroyed and are no longer in use. Licensee
acknowledges that the Product is subject to control under European and U.S.
law, including the Export Administration Regulations (15 CFR 730-774) and
agrees to comply with all applicable import and export laws and regulations.
Licensee agrees that the Product will not be exported, reexported or
transferred in violation of U.S. law or used for any purpose connected with
chemical, biological or nuclear weapons or missile applications, nor be
transferred or resold, if Licensee has knowledge or reason to know that the
Product is intended or likely to be used for such purpose. The Product and any
accompanying documentation have been developed entirely at private expense and
are "commercial item(s)" and "commercial computer software" as those terms are
defined in Federal Acquisition Regulation Subpart 2.101 “Definitions.” The
Product is exempt from disclosure under the Freedom of Information Act (FOIA),
5 U.S.C. §552(b) under one or more exemptions to that Act (or a similar U.S.
state statute, as applicable). Any Product previously delivered to You may not
be delivered again. Any Product not previously delivered to Licensee will be
delivered to Licensee or its chosen reseller following receipt by CA of an
acceptable order. The Product shall be delivered either by electronic delivery
(“ESD”) or, if CA or a CA affiliate respectively requires delivery in tangible
media, CPT, as defined in INCOTERMS 2010, from CA’s or such CA affiliate’s
shipping point. CA or the CA affiliate from which Licensee is procuring the
Product agrees to be responsible for all customs duties and clearances and
title to any CA hardware if included will pass upon point of delivery to
carrier at CA’s or such CA affiliate’s shipping location. In the event of
electronic delivery, no tangible personal property will be delivered. Such
electronic delivery may not automatically provide for an exemption from
applicable sales or use tax. Any operating system identified as "Generic" or
"GA" denotes such operating systems for which the Product is made generally
available by CA in accordance with CA current published specifications..
Acceptance is waived and deemed to have occurred at the earliest of point of
physical shipment or delivery of keys/access codes for electronic delivery. CA
Inc. is the manufacturer of the Product.CA reserves the right, on notice to
You, to conduct an audit remotely or onsite of Licensee and/or Your Affiliates
facilities to verify compliance by Licensee and its Authorized End Users with
the terms of this Agreement. CA agrees that such audit shall be conducted
during regular business hours at Your offices and CA shall endeavor to conduct
such audit so as not to interfere unreasonably with Your activities and/or use
an independent third party to conduct the audit subject to terms of
non-disclosure if required. This Agreement shall be governed by and interpreted
in accordance with the laws of the State of New York, without regard to its
choice of law provisions, and any action arising under or relating to the
Agreement shall lie within the exclusive jurisdiction of the State and Federal
Courts located in Suffolk County, New York.
9. CA warrants that it can enter into this Agreement and that it will indemnify
Licensee, or, at its option, settle any third party claim that CA is not so
authorized or that Licensee’s use of the Product as authorized hereby infringes
any United States patent or copyright within the jurisdictions where Licensee
is authorized to use the Product at the time of delivery. CA also warrants
that its distributed Product will operate materially in accordance with its
published specifications set forth within the documentation for a period of
ninety (90) days after delivery of the Product to Licensee, provided that CA’s
only responsibility will be to use reasonable efforts, consistent with industry
standards, to cure any defect. If, within a reasonable time after receiving
Licensee’s written notice of breach of either of the above warranties, CA is
unable to cause the Product to operate (a) without infringing a third party’s
intellectual property rights, or (b) materially in accordance with CA’s written
specifications, then CA may terminate the license and provide or arrange for a
pro-rata refund to Licensee or its authorized CA reseller of the license fees
and or the support and maintenance fees paid. In the event of such
termination, the pro-rata refund shall be calculated on (i) the number of
months left remaining on the Term of the applicable Order Form or (ii) if the
Product is licensed under a perpetual license, using (only for purposes of a
refund calculation) an amortization schedule of three (3) years. The
warranties set forth in this Section do not apply to beta, trial, evaluation or
demonstration versions of the Product, or to Software Development Kits. CA
shall have no liability to indemnify or to remedy a warranty claim: (i) in the
event the allegation of infringement or warranty claim is a result of a
modification of the Product except a modification by CA, (ii) if the Product is
not being used in accordance with CA’s specifications, related documentation
and guidelines, (iii) if the alleged infringement or warranty claim would be
avoided or otherwise eliminated by the use of a CA published update or patch,
(iv) if the alleged infringement or warranty claim is a result of use of the
Product in combination with any third party product, or (v) if the applicable
fees due for the Product have not been paid or Licensee is otherwise in breach
of this Agreement. The indemnifications contained herein shall not apply and CA
shall have no liability in relation to any Product produced by CA at the
specific direction of Licensee. THE FOREGOING PROVISIONS STATE THE ENTIRE
LIABILITY AND OBLIGATIONS OF CA REGARDING CLAIMS OF INFRINGEMENT, AND THE
EXCLUSIVE REMEDY AVAILABLE TO LICENSEE WITH RESPECT TO ANY ACTUAL OR ALLEGED
INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY OR OTHER
PROPRIETARY RIGHTS.
10. EXCEPT AS SET FORTH ABOVE, TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW:
(I) NO OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, ARE MADE BY CA;
(II) IN NO EVENT WILL CA BE LIABLE TO LICENSEE OR ANY OTHER PARTY FOR ANY CLAIM
FOR LOSS, INCLUDING TIME, MONEY, GOODWILL, AND CONSEQUENTIAL OR INDIRECT
DAMAGES, WHICH MAY ARISE FROM THE USE, OPERATION OR MODIFICATION OF THE
PRODUCT, EVEN IF CA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN
THE EVENT THAT THE ABOVE LIABILITY LIMITATION IS FOUND TO BE INVALID UNDER
APPLICABLE LAW, THEN CA’S LIABILITY FOR SUCH CLAIM SHALL BE LIMITED TO THE
AMOUNT OF THE LICENSE FEE ACTUALLY PAID FOR THE PRODUCT BY LICENSEE. NO THIRD
PARTY, INCLUDING AGENTS, DISTRIBUTORS, OR AUTHORIZED CA RESELLERS IS AUTHORIZED
TO MODIFY ANY OF THE ABOVE WARRANTIES OR MAKE ANY ADDITIONAL WARRANTIES ON
BEHALF OF CA. CA DOES NOT WARRANT THAT THE PRODUCT WILL MEET LICENSEE’S
REQUIREMENTS OR THAT USE OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR FREE.
11. Licensee may assign this Agreement only if Licensee complies with CA’s
then prevailing policies respecting assignment of licenses, which includes a
requirement that the scope of use of the Product not be expanded beyond the
business of Licensee and the business of Licensee’s majority-owned subsidiaries.
12. If Licensee breaches any term of this Agreement or if Licensee becomes
insolvent or if bankruptcy or receivership proceedings are initiated by or
against Licensee, CA shall have the right to withhold its own performance
hereunder and/or to terminate this Agreement immediately and, in addition to
all other rights of CA, all amounts due or to become due hereunder, if any,
will immediately be due and payable to CA or the CA affiliate the Licensee was
procuring the Product from.
13. If Licensee fails to pay the applicable maintenance fee, then Licensee may
reinstate maintenance thereafter by paying to CA or the respective CA affiliate
a fee equal to 150% of CA’s then prevailing maintenance fee for each year for
which the maintenance fee has not been paid.
14. If a court holds that any provision of this Agreement to be illegal,
invalid or unenforceable, the remaining provisions shall remain in full force
and effect. No waiver of any breach of this Agreement shall be a waiver of any
other breach, and no waiver shall be effective unless made in writing and
signed by an authorized representative of the waiving party. Any questions
concerning this Agreement should be referred to CA, Inc., One CA Plaza,
Islandia, NY 11749, Attention: Worldwide Law Department.
15. In the event Licensee acquires a license for the Product outside of the
United States, the following Sections will apply to the use of the Product:
Notwithstanding the terms of the last sentence of Section 8, the laws of the
country in which Licensee acquires a license for the Product shall govern this
Agreement, except as otherwise provided below:
Europe, Middle East and Africa
1. In EMEA the CA entity that is the licensor is CA Europe Sàrl (“CA Europe”).
CA Europe Sàrl is the licensor for Products which have been made available to
Licensee by way of license from CA Europe Sàrl through a local CA subsidiary in
EMEA or through an authorized CA reseller. The CA support and maintenance, if
any, is being provided by a local CA subsidiary or by an authorized CA reseller.
2. EMEA means Europe, Middle East and Africa.
3. Section 9, third sentence and fifth sentence shall only apply to third party
rights infringement. Section 9, second sentence is deleted and replaced with:
“CA Europe also warrants that the Product will operate materially in accordance
with the applicable specifications set forth within the documentation of the
Product subject always to Licensee’s compliance with the terms of this
Agreement. If CA Europe has breached this warranty Licensee’s remedy is for CA
Europe, in consultation with Licensee, to either (i) use reasonable efforts
consistent with industry standards to cure the defect, or (ii) replace the
Product with one that materially complies with the documentation. If the defect
cannot be cured within a reasonable period of time or if the rectification of
the defect or replacement has finally failed, Licensee shall have (i) in case
of a subscription license the right to reasonably reduce the fees agreed and/or
terminate immediately for cause, if the legal or statutory requirements are
met; (ii) in case of a perpetual license, at its option, the right (1) to
rescind or reduce the fees agreed in the applicable transaction document and
(2) claim damages or to claim reimbursement of futile expenditures. The right
to claim damages or futile expenditures shall be subject to the limitations of
liability set forth below in section 10. In case of a perpetual license the
warranty claims stated herein shall become time-barred within ninety (90) days
after delivery of the Product. Warranty remedies are conditioned upon (i) any
error or defect complained of is reasonably reproducible by CA Europe, (ii) the
Product is not modified and is being used in accordance with the documentation,
and (iii) the breach is not attributable in whole or in part to any non-CA
product(s) or service(s). The above warranties are the sole warranties provided
by CA Europe. No other warranties, including that the Product is error free,
whether express or implied, including, without limitation, the implied
warranties of satisfactory quality, non-infringement, or suitability and/or the
warranty of fitness for a particular purpose are made by CA Europe or its
suppliers. If Licensee claims under this warranty section, Licensee is not
entitled or eligible to seek the same warranty remedies from any other CA
affiliate.”
4. Section 10 is deleted and replaced with:
“10.1 CA Europe’s liability shall, regardless of the reason for the
liability, be unlimited in cases of death or bodily injury or injury of health
and damages caused by gross negligence or willful default of CA Europe or the
grossly negligent or willful default of CA Europe’s legal representatives or
persons whom CA Europe occupies with the performance of its contractual
obligations and in cases of liability under the Product Liability Act
(“Produktehaftpflichtgesetz”).
10.2 In case of slight negligence CA Europe shall, regardless of the reason
for the liability, only be liable, if CA Europe violates an obligation, which
is essential for the execution of the Agreement and in the fulfillment of which
the other party regularly trusts. In this case, CA Europe’s liability to
Licensee will be limited to damages which have been foreseeable and which can
typically arise in connection with this Agreement.
10.3 Further to the above CA Europe’s liability to the Licensee for
indirect, special and consequential damages (including, without limitation,
loss of profits, loss of business, loss of opportunity or loss of goodwill)
shall be limited to damages which have been foreseeable and which can typically
arise in connection with this Agreement.
10.4 It is the parties’ understanding that the foreseeable damages that can
typically arise in connection with the licenses granted in this Agreement in
the meaning of sections 10.2 and 10.3 above shall be limited to a maximum of
the fees paid or owed for the then current initial or renewal Term for which
the Licensee has procured the Product.
10.5 The liability for loss of data shall be limited to the typical recovery
efforts in the case of regular and adequate data back-up.
10.6 The remedies provided in this Agreement are the exclusive remedies of
the parties.”
5. The following sections are added to this Agreement:
“Force Majeure. Except for payment obligations and obligations pertaining to
non-disclosure, notwithstanding any contrary provision in this Agreement,
neither Party will be liable for any action taken, or any failure to take any
action required to be taken, in the event and to the extent that the taking of
such action or such failure arises out of causes beyond a party’s control,
including, without limitation, war, civil commotion, act of God, strike or
other stoppage (whether partial or total) of labor, any law, decree, regulation
or order of any government or governmental body (including any court or
tribunal).”
“Licensee Data. If Licensee transfers any personal data to CA Europe as a
requirement pursuant to any Product, then Licensee represents that (i) it is
duly authorized to provide personal data to CA Europe and it does so lawfully
in compliance with relevant legislation, (ii) CA Europe and any entity within
the CA group of companies (each a "CA entity") or its subcontractors can
process such data for the purposes of performing its obligations and (iii) CA
Europe may disclose such data to any CA entity and its subcontractors for this
purpose and may transfer such data to countries outside of the country of
origin. CA, Inc. is Safe Harbour certified and the CA entities have committed
to comply with relevant data protection/privacy legislation.”
6. The laws of Switzerland (excluding its conflict of laws provisions) shall
govern the construction and enforceability of this Agreement. The parties agree
that any action arising under or relating to this Agreement shall lie within
the exclusive jurisdiction of the Swiss courts located in Zürich. The United
Nations Convention on Contracts for the International Sale of Goods will not
apply to this Agreement.
7. Any questions concerning this Agreement for EMEA should be referred to CA
Europe Sàrl located at Building A, Lake Geneva Centre, Route de la Longeraie 9,
1110 Morges, Switzerland, Attention: Worldwide Law Department.
Argentina
The CA subsidiary that is the licensor is CA Argentina S.A.
The last sentence of Section 8 is deleted and replaced with:
This Agreement shall be governed by and interpreted in accordance with the laws
of Argentina. Any dispute hereunder shall be determined by the Tribunales de
la Cuidad de Buenos Aires.
The last sentence of Section 14 is deleted and replaced with:
Any questions concerning this Agreement should be referred to CA de Argentina
S.A, Avenida Alicia Moreau de Justo, 400, 2 piso, 1107, Buenos Aires – At.:
Finance Department.
Australia
The CA subsidiary that is the licensor is CA (Pacific) Pty. Ltd (ABN 20 001 146
345).
The following is added to each of the end of Sections 2, 3 and 10:
Although CA specifies that there are no warranties, Licensee may have certain
rights under the Competition and Consumer Act 2010 and other state and
territory legislation which may not be excluded but may be limited. To the
full extent permitted by law CA excludes all terms not expressly set out in the
express terms of this Agreement, and limits any terms imposed by the
Competition and Consumer Act 2010 and other state and territory legislation to
the full extent permitted by the applicable legislation.
The last sentence of Section 8 is deleted and replaced with:
The laws of the State or Territory in which the transaction is performed govern
this Agreement.
The following is added to Section 10:
Where CA is in breach of a condition or warranty implied by the Competition and
Consumer Act 2010 or other state and territory legislation, CA's liability is
limited, in the case of goods, to the repair or replacement of the goods, or
payment for the repair or replacement of the goods, and in the case of
services, the supplying of the services again or payment for the re-supply of
the services, as CA may elect. Where that condition or warranty relates to a
right to sell, quiet possession or clear title, in respect of goods or if the
goods supplied by CA are of a kind ordinarily acquired for personal, domestic
or household use or consumption, then none of the limitations in this Section
apply.
Brazil
The CA subsidiary that is the licensor is CA Programas de Computador,
Participações e Serviços Ltda.
The last sentence of Section 8 is deleted and replaced with:
This Agreement shall be governed by and interpreted in accordance with the laws
of Brazil. Any dispute hereunder shall be determined by a court of the São
Paulo City Hall.
The last sentence of Section 14 is deleted and replaced with:
Any questions concerning this Agreement should be referred to CA Programas de
Computador, Participações e Serviços Ltda., Avenida das Nações Unidas, 12901 –
6 andar – Torre Norte – São Paulo – SP, 04578-000, At.: Worldwide Law
Department.
Canada
The CA subsidiary that is the licensor is CA Canada Company.
The last sentence of Section 8 is deleted and replaced with:
The laws in the Province of Ontario shall govern this Agreement.
Chile
The CA subsidiary that is the licensor is CA de Chile, S.A.
The last sentence of Section 8 is deleted and replaced with:
This Agreement shall be governed by and interpreted in accordance with the laws
of Chile. Any dispute hereunder shall be determined by the Tribunales
Ordinarios de la Cuidad de Santiago.
The last sentence of Section 14 is deleted and replaced with:
Any questions concerning this Agreement should be referred to CA de Chile, S.A,
Avenida Providencia 1760, piso 15 – Edificio Palladio, oficina 1501 - 6640709
Providencia - Santiago – At.: Finance Department.
China
The CA subsidiary that is the licensor is CA (China) Co., Ltd.
The second sentence of Section 6 is deleted and replaced with:
All fees are inclusive of VAT.
The last sentence of Section 8 is deleted and replaced with:
This Agreement shall be governed by and interpreted in accordance with the laws
of the People’s Republic of China, without regard to its choice of law
provisions. Any dispute hereunder shall be determined by a competent court
located in Beijing.
Colombia
The CA subsidiary that is the licensor is CA Software de Colombia S.A.
The last sentence of Section 8 is deleted and replaced with:
This Agreement shall be governed by and interpreted in accordance with the laws
of Colombia. Any dispute hereunder shall be determined by the Tribunales
Ordinarios de la Cuidad de Bogotá.
The last sentence of Section 14 is deleted and replaced with:
Any questions concerning this Agreement should be referred to CA Software de
Colombia S.A, Edificio Grupo Santander Central Hispano Torre 2 - Oficina 401
Carrera 7 - Nº 99-53 - Bogotá D.C. - Colombia – At.: Finance Department.
Hong Kong
The CA subsidiary that is the licensor is CA (Hong Kong) Limited which is also
its principal place of business at Suites 2301 2306, 23rd Floor, Dah Sing
Financial Centre, 108 Gloucester Road, Wanchai, Hong Kong.
The last sentence of Section 8 is deleted and replaced with:
This Agreement shall be governed by and interpreted in accordance with the laws
of Hong Kong. The courts of Hong Kong will have sole and exclusive
jurisdiction with respect to any disputes arising out of this Agreement.
The following is added at the end of Section 10: The aforementioned liability
limitation and the aforementioned maximum liability amount will not affect or
prejudice the statutory rights of the licensee under the sale of goods
ordinance, the supply of services (implied terms) ordinance or the control of
exemption sections ordinance, nor will they limit or exclude any liability for
death or personal injury solely caused by CA's negligence.
India
The CA subsidiary that is the licensor is CA (India) Technologies Private
Limited.
The last sentence of Section 8 is deleted and replaced with:
This Agreement and the terms hereof shall be governed and construed in
accordance with the laws of India and the courts of Mumbai shall have sole and
exclusive jurisdiction with respect to any disputes arising out of this
Agreement. In the event the Product is delivered electronically, the said
Product shall be made available by CA for downloading from a server situated in
a country other than India.
Indonesia (refer to Singapore)
Japan
The CA subsidiary that is the licensor is CA Japan, Ltd.
The third sentence of Section 6 is deleted and replaced with:
Licensee agrees to pay any tariffs, duties or taxes imposed or levied by any
government or governmental agency other than the taxes for which CA is
responsible upon a presentation of invoices by CA.
The last sentence of Section 8 is deleted and replaced with:
This Agreement shall be governed by and interpreted in accordance with the laws
of the country of Japan, without regard to its choice of law provisions. Any
dispute hereunder shall finally be determined by Tokyo District Court located
in Tokyo Japan.
The last sentence of Section 14 is deleted and replaced with:
Any questions concerning this Agreement should be referred to CA Japan, Ltd.,
2-7-9, Hirakawa-cho, Chiyoda-ku, Tokyo, 102-0093, Japan, Attention: Worldwide
Law Department.
Korea
The CA subsidiary that is the licensor is CA Korea Inc., Ltd.
The last sentence of Section 8 is deleted and replaced with:
This Agreement shall be governed by and interpreted in accordance with the laws
of Republic of Korea, without regard to its choice of law provisions.
The last sentence of Section 14 is deleted and replaced with:
Any questions concerning this Agreement should be referred to CA Korea Inc.,
Ltd, City Air Tower (18th Fl.), 159-9, Samsung-Dong, Kangnam-Ku, Seoul 135-973
Korea, Attention: Worldwide Law Department.
Malaysia
The CA subsidiary that is the licensor is CA (Malaysia) Sdn. Bhd.
The last sentence of Section 8 is deleted and replaced with:
This Agreement shall be governed by and interpreted in accordance with the laws
of Malaysia. The courts of Malaysia will have sole and exclusive jurisdiction
with respect to any disputes arising out of this Agreement.
The following is added to Section 10:
Although CA specifies that there are no other warranties, Licensee may have
certain rights under the Consumer Protection Act 1999 and the warranties are
only limited to the extent permitted by the applicable legislation.
Mexico
The CA subsidiary that is the licensor is CA Software de MÉxico S.A. de C.V.
The last sentence of Section 8 is deleted and replaced with:
This Agreement shall be governed by and interpreted in accordance with the laws
of MÉxico. Any dispute hereunder shall be determined by the Tribunales de la
Cuidad de MÉxico.
The last sentence of Section 14 is deleted and replaced with:
Any questions concerning this Agreement should be referred to CA Software de
MÉxico S.A. de C.V, Av. Miguel de Cervantes Saavedra 193, Suite 502, Col.
Granada, Mexico City, MX 11500 – At.: Finance Department.
New Zealand
The CA subsidiary that is the licensor is CA Pacific (NZ) Ltd.
Notwithstanding the final sentence of Section 6, the applicable interest charge
on invoices unpaid by Licensee is 1.5% per month.
The last sentence of Section 8 is deleted and replaced with:
This Agreement shall be governed by and interpreted in accordance with the laws
of New Zealand. The courts of New Zealand will have sole and exclusive
jurisdiction with respect to any disputes arising out of this Agreement.
The following is added to Section 10:
Although CA specifies that there are no warranties, Licensee may have certain
rights under the Consumer Guarantees Act 1993 or other legislation which cannot
be excluded or limited. The Consumer Guarantees Act 1993 will not apply in
respect of any goods or services which CA supplies, if Licensee acquires the
goods and services for the purposes of a business as defined in that Act.
Where the Product is not acquired for the purposes of a business as defined in
the Consumer Guarantees Act 1993, the limitations in this Section are subject
to the limitations in that Act.
The following is added to Section 12:
CA’s rights under this Section shall also apply if any resolution is passed or
proceedings are commenced for the liquidation or winding up of Licensee.
Peru
The CA subsidiary that is the licensor is CA de Peru S.A.
The last sentence of Section 8 is deleted and replaced with:
This Agreement shall be governed by and interpreted in accordance with the laws
of Peru. Any dispute hereunder shall be determined by the Tribunales
Ordinarios de La Cuidad de Lima.
The last sentence of Section 14 is deleted and replaced with:
Any questions concerning this Agreement should be referred to CA de Peru S.A,
Avenida Paseo de La Republica, 3211, Piso 11, San Isidro, Lima 27, Peru – At.:
Finance Department.
Philippines
The CA subsidiary that is the licensor is Philippine Computer Associates
International, Inc.
The first eight sentences of Section 8 are deleted and replaced with:
Title to the Product and all modifications thereto shall remain with CA. The
Product is a trade secret and the proprietary property of CA or its licensors.
Licensee agrees that CA may use any feedback provided by Licensee related to
the Product for any CA business purpose, without requiring consent including
reproduction and preparation of derivative works based upon such feedback, as
well as distribution of such derivative works. Usage rights respecting the
Product may not be exchanged for any other CA product. Licensee and its
employees will keep the Product and the terms of this Agreement strictly
confidential. To the maximum extent permitted by applicable law, Licensee will
not disclose, de-compile, disassemble nor otherwise reverse engineer the
Product.
The last sentence of Section 8 is deleted and replaced with:
This Agreement shall be governed by and interpreted in accordance with the laws
of the Philippines. The courts of Makati City will have sole and exclusive
jurisdiction with respect to any disputes arising out of this Agreement.
Section 12 is deleted and replaced with:
If Licensee breaches any term of this Agreement or if Licensee becomes
insolvent or if bankruptcy or receivership proceedings are initiated by or
against Licensee, CA shall have the right to withhold its own performance
hereunder and/or to terminate this Agreement immediately upon notice and, in
addition to all other rights of CA, all amounts due or to become due hereunder
will immediately be due and payable to CA.
Singapore
The CA subsidiary that is the licensor is CA (Singapore) Pte. Ltd.
The last sentence of Section 8 is deleted and replaced with:
This Agreement shall be governed by and interpreted in accordance with the laws
of Singapore. The courts of Singapore will have sole and exclusive
jurisdiction with respect to any disputes arising out of this Agreement.
The following is added to the end if Section 9:
To the full extent permitted by applicable law, CA disclaims all implied
conditions or warranties of satisfactory quality or fitness for purpose.
Taiwan
The CA subsidiary that is the licensor is CA (Taiwan) Limited whose registered
office is situated at 17F/B, No. 167, Tun Hwa North Road, Taipei City 105,
Taiwan.
The second sentence of Section 6 is deleted and replaced with:
All fees are exclusive of VAT.
The last sentence of Section 8 is deleted and replaced with:
This Agreement shall be governed by and interpreted in accordance with the laws
of Taiwan, without regard to its choice of law provisions. Any dispute
hereunder shall be determined by Taipei District Court.
Thailand
The CA subsidiary that is the licensor is CA Sales (Thailand) Co., Ltd.
The last sentence of Section 8 is deleted and replaced with:
This Agreement shall be governed by and interpreted in accordance with the laws
of Thailand. The courts of Thailand will have sole and exclusive jurisdiction
with respect to any disputes arising out of this Agreement.
Venezuela
The CA subsidiary that is the licensor is Computer Associates (CAI) de
Venezuela, CA.
The last sentence of Section 8 is deleted and replaced with:
This Agreement shall be governed by and interpreted in accordance with the laws
of Venezuela. Any dispute hereunder shall be determined by the Tribunales
Ordinarios de la Cuidad de Caracas.
The last sentence of Section 14 is deleted and replaced with:
Any questions concerning this Agreement should be referred to Computer
Associates (CAI) de Venezuela, CA, Avenue Francisco de Miranda, Centro Lido,
Torre B, pisso 5, officina B-51, El Rosal, Caracas 1060, Venezuela – At.:
Finance Department.
16. If the Product contains third party software, and the licensor requires
the incorporation of specific license terms and conditions for such software
into this Agreement, those specific terms and conditions, which are hereby
incorporated by this reference, are located below this Agreement.