VMWARE GENERAL TERMS
Last updated: November 22, 2023
By downloading or using an Offering, Customer agrees to be bound by the 
terms of the Agreement. 
1. OFFERINGS: 
1.1. Applicable Terms: The terms of the Order and these General Terms, 
including applicable Exhibits and Offering-specific Notes (collectively, 
the "Agreement") govern Customer's use of the Offerings. The following 
descending order of precedence applies: (a) the Order; (b) the General 
Terms; (c) the Exhibits; and (d) the Offering-specific Notes.
1.2. Users: Customer is responsible for its Users' compliance with the 
Agreement.
1.3. Restrictions: Customer may use the Offerings only for its internal 
use and for the benefit of its Affiliates. Affiliates may not use the 
Offerings. Customer may not resell or sublicense its rights to the 
Offerings. Customer may not use the Offerings in an application service
 provider, service bureau, hosted IT service, or similar capacity for 
 third parties.
1.4. Benchmarking: Customer may use the Offerings to conduct internal 
performance testing and benchmarking studies. Customer may only publish 
or distribute study results with VMware's approval. Customer may submit 
requests to VMware by emailing benchmark@vmware.com.
1.5. Evaluations: Evaluations are for 30 days (unless VMware specifies 
otherwise in writing). Customer may not have access to data in the 
Evaluation after it ends. Evaluations are provided "AS IS" without 
indemnification, support, service level commitment, or warranty of any 
kind, express or implied. 
2. ORDERS AND PAYMENTS: 
2.1. Orders: Orders are binding when VMware accepts them, which is deemed 
to occur on Delivery. In the event of a payment or set off issue relating 
to one Offering, that payment issue shall not impact any other obligation 
to pay for any Offering provided to Customer.
2.2. Purchase Orders: To the extent permitted by law, Customer shall 
issue and provide VMware a purchase order, or a series of purchase 
orders, for the full term and total fees that are due contemporaneously 
with the execution of each Order.  Purchase orders do not have to be 
signed to be valid. Terms contained in any purchase order or other 
business form do not apply.
2.3. Overages: Customer must pay all fees for use of the Offerings, 
including amounts for add-on features and fees incurred based on usage. 
VMware may bill Customer directly for metered or overage fees, even if 
Customer originally purchased the Offerings through a VMware authorized 
reseller.
2.4. Accounts Receivable: VMware may assign its payment rights, or grant 
a security interest in, this Agreement and any Order to a third party 
without requiring such third party to be liable for the obligations of 
VMware under this Agreement or Transaction Document, provided VMware 
remains directly responsible for performance of its duties hereunder 
and that Customer's obligations are not otherwise affected.
2.5. Direct Orders: This section 2.5. (Direct Orders) applies only to 
Orders placed directly with VMware. If Customer purchases entitlements 
to the Offerings through a VMware authorized reseller, different terms 
regarding invoicing, payment, and taxes may apply.
2.5.1. Payments: Except as listed in an Order, fees for the Offerings 
will be governed by the applicable price list at the time of invoicing. 
Customer must pay all undisputed fees and approved expenses within 30 
days from the date of invoice. If indicated on the Order, Customer may 
pay the initial payment due on or before the due date (as stated in the 
applicable Order) through a same day fed wire. For other payments 
required by Customer, VMware will send Customer an invoice containing 
updated wire transfer information at least thirty (30) days prior to 
each respective due date.  VMware reserves the right to change credit 
or payment terms at VMware's discretion if Customer's financial condition 
or previous payment history so warrant.  VMware reserves the right to 
impose late fees as may be permitted by law on any past due amounts.
2.5.2. Disputes: To dispute any fees in good faith, Customer must notify 
VMware in writing within five (5) days after receipt of any invoice that 
is materially deficient and in good faith prevents Customer from making 
timely payment.  If and when appropriate, VMware shall issue a revised 
invoice as soon as practically possible, which will remain payable on 
the original due date or such later date as VMware may provide on the 
revised invoice. Failure to timely remit payment of all amounts set 
forth in an Order or under any other agreement with VMware, Broadcom 
Inc., or any Broadcom entity shall, after written notice from VMware and 
a reasonable opportunity to remit such payment by Customer and to the 
full extent permitted by applicable law, relieve VMware of any and all 
support obligations hereunder and all Customer subscription use rights 
shall be suspended until payment is tendered at which time use rights 
and support shall recommence.
2.5.3. Taxes: Customer agrees to pay Taxes in addition to the fees when 
such payments are due. Customer (a) may only withhold tax as required by 
law, subject to the application of any reduced rate allowed in an income 
tax treaty or otherwise, (b) shall request all documentation required for 
the reduction of withholding tax, and (c) shall provide proof of payment 
of the withholding tax for credit relative to the applicable invoice(s). 
3. TERM: 
3.1. Term: The Agreement applies to the Offerings from the effective 
date of the Order until the expiration or termination of Customer's 
entitlement to the Offerings as set forth in this Agreement.
3.2. Temporary Suspension: In the event of a security risk to a Service 
or its users, VMware may suspend Customer's use of that Service.
3.3. Termination for Cause: Either party may terminate the Agreement 
(in whole or in part) or Customer's entitlement to an Offering under the 
Agreement effective immediately upon written notice if the other party: 
(a) materially breaches any provision of the Agreement and fails to cure 
within 30 days after receiving written notice; or (b) becomes insolvent 
or subject to any form of bankruptcy proceeding. 
3.4. Termination for Convenience: Excluding transactions for VMware 
Carbon Black as well as transactions for VMware End User Computing 
offerings, Customer may terminate this Agreement provided that Customer 
also terminates each and all other agreements (direct or indirect, 
whether or not related to this Agreement) under which Customer may 
procure any VMware Offering or CA offering (including Symantec offerings, 
but in all cases excluding any hardware offerings and associated support 
contracts therefor) together with each and all Orders (however titled) in 
effect, except for VMware-only those Orders entered into after November 
21, 2023 need to be terminated, between the parties as of the date of 
termination (collectively, for purposes of this section, the 
"Agreements"), without cause and without further charge or expense at 
any time, immediately upon written notice to VMware/CA sent to 
usage.reporting@broadcom.com.
On or after the termination date, with the exception of any Fully 
Paid-Up perpetual licenses (where the amount of "Fully Paid-Up"licenses 
will equal the total whole number of licenses earned prior to the 
termination and are assumed to be paid for equally over the initial 
term of the associated Support Services), Customer must either: a) 
delete all full or partial copies of the VMware and CA software from 
all computing or storage equipment, and verify such deletion in a 
statement signed by a Vice-President or a duly authorized representative 
and sent to usage.reporting@broadcom.com, or b) return to VMware and CA 
all full or partial copies of the VMware and CA software.
Once Customer's verification or the VMware/CA software copies are 
received, VMware and CA will pay Customer, or VMware/CA Partner, 
a pro-rata refund of any License, SaaS/Cloud Service, Support Services, 
or other fees Customer or VMware/CA Partner pre-paid ("Refund Fees") 
in accordance with the paragraph below. Refund Fees will be calculated 
on the number of days remaining in the term (which for the purposes of 
this calculation will be deemed to commence from the date Customer's 
verification or the VMware/CA software copies are received) of the 
offering eligible for the refund. If the VMware/CA software is licensed 
as a perpetual license and the associated Support Services is in its 
initial term, Customer, or VMware/CA Partner as appropriate, will receive 
a pro-rated refund of the cash consideration paid to VMware/CA based on 
the initial payment schedule and shall be entitled to keep the whole 
number of perpetual license Fully Paid-Up through such date, absent 
language to the contrary in the applicable order.
Notwithstanding the foregoing paragraph, if the Agreement is terminated 
without cause, neither Party shall have further obligations under the 
Agreement, except that the Parties shall remain bound by the obligations 
within the survival sections of the Agreements. Refund Fees will be paid 
within sixty (60) days to Customer (or VMware/CA Partner who will process 
the invoicing or reimbursement of fees to Customer as appropriate and 
under the commercial terms between the VMware/CA Partner and Customer), 
from the date Customer's verification or the VMware/CA software copies 
are received, and any unpaid fees reflecting the VMware/CA offerings 
delivered prior to the termination date shall become immediately due.
3.5. Effect of Termination: Upon termination of the Agreement or part 
of it: (a) all entitlements to the applicable Offerings immediately end; 
(b) Customer must stop using, and destroy any copies of, those Offerings; 
and (c) each party must return or destroy any Confidential Information 
of the other party in its control (other than information that must be 
retained by law). Any provision that is intended by the parties to 
survive termination of the Agreement will survive.
4. CONFIDENTIAL INFORMATION: 
4.1. Protection: Recipient must protect Discloser's Confidential 
Information with at least the same care as it protects its own 
Confidential Information but not less than reasonable care. Recipient 
may not use Discloser's Confidential Information except to exercise its 
rights and perform its obligations under the Agreement. Recipient may 
disclose Confidential Information only to Recipient's Affiliates, 
employees and contractors who need to know the Confidential Information 
for purposes of the Agreement and who have a duty of confidentiality no 
less restrictive than this section 4. (Confidential Information).
4.2. Exceptions: Recipient's obligations under section 4.1. (Protection) 
do not apply if the information: (a) is rightfully known by Recipient at 
the time of disclosure without any obligation of confidentiality; (b) is 
lawfully disclosed to Recipient by a third party without confidentiality 
restrictions; (c) becomes  publicly available through no fault of 
Recipient; or (d) is independently developed by Recipient without 
access to or use of Discloser's Confidential Information.
4.3. Injunctive Relief: Nothing in the Agreement limits a party's right 
to seek equitable relief for breach of this section 
4. (Confidential Information).
5. OWNERSHIP: 
5.1. Customer Content: Customer retains all Intellectual Property 
Rights in and to Customer Content.
5.2. VMware IP: VMware retains all Intellectual Property Rights in and to 
the Offerings, including any improvements, enhancements, modifications, 
and derivative works. If Customer provides any feedback about the 
Offerings, VMware may use that feedback without restriction.
5.3. Reservation of Rights: Except as expressly stated in the Agreement, 
the Agreement does not grant either party any rights, implied or 
otherwise, to the other party's content or intellectual property.
6. LIMITED WARRANTIES: 
6.1. Software and Cloud Services: VMware warrants that Software and 
Cloud Services will substantially conform with the Documentation: 
(a) for Software, for 90 days following Delivery; or 
(b) for Cloud Services, for the Subscription Term. Customer must 
properly install and use the Offerings without modification and in 
accordance with the Documentation. Customer must notify VMware of 
an alleged breach of this warranty within the applicable warranty period. 
As Customer's sole remedy for a breach of this warranty, VMware must 
either: (1) correct any reproducible error in the Software or Cloud 
Service; or (2) terminate the Software or Cloud Service and refund 
applicable license fees (for Software) or unused, prepaid fees 
(for Cloud Services).
6.2. Professional Services and Support Services: VMware warrants that 
Professional Services and Support Services will be performed in a 
professional manner following industry standards. Customer must notify 
VMware within 30 days of an alleged breach of this warranty. 
As Customer's sole remedy for a breach of this warranty, 
VMware must either: (a) rectify the breach; or (b) terminate the 
applicable Service and refund any unused, prepaid fees for that Service.
6.3. Disclaimer of Warranties: Except for the limited warranties in this 
section 6. (Limited Warranties), to the maximum extent permitted by law, 
VMware, for itself and on behalf of its suppliers, disclaims all 
warranties and conditions whether express, implied, or statutory, 
including any warranties of merchantability, satisfactory quality, 
fitness for a particular purpose, title, non-infringement, 
and any warranty arising from course of dealing or course of performance, 
relating to the Offerings. Neither VMware nor its suppliers warrant 
that the Offerings will operate uninterrupted, that Offerings will be 
free from defects or errors, or that the Offerings will meet 
(or are designed to meet) Customer's requirements. 
7. INDEMNIFICATION: 
7.1. Defense and Indemnification: Subject to the remainder of this section
7. (Indemnification), VMware will: (a) defend Customer against any 
Infringement Claim; and (b) indemnify Customer from amounts finally 
awarded against Customer by a court of competent jurisdiction or a 
government agency, or agreed to in a settlement, for the Infringement 
Claim. 
7.2. Requirements: Customer must provide VMware with prompt notice of 
any Infringement Claim and reasonably cooperate with VMware's requests 
for assistance. VMware will have sole control of the defense and 
settlement of the Infringement Claim.
7.3. Exclusions: VMware has no obligation under this section 7. 
(Indemnification) with respect to an Infringement Claim based on: 
(a) combination of Indemnified Materials with non-VMware materials; 
(b) use of an older version of Indemnified Materials when use of a 
newer version would have avoided the infringement; (c) any modification 
to Indemnified Materials other than those made by VMware; (d) any 
Deliverable provided by VMware in accordance with Customer's 
specifications; (e) any claim relating to open source software or 
freeware technology that is not embedded by VMware into the Offerings; 
or (f) any Indemnified Material provided on a no-charge, beta, 
or evaluation basis.
7.4. Remedies: If Indemnified Materials become, or in VMware's 
reasonable opinion are likely to become, the subject of an Infringement 
Claim, VMware must, at its option and expense, either: (a) procure the 
necessary rights for Customer to keep using the Indemnified Materials; 
or (b) modify or replace the Indemnified Materials to make them 
non-infringing. If those remedies are not commercially feasible, VMware 
may terminate Customer's entitlement to the Indemnified Materials and 
refund any applicable:
(1) prepaid fees for Cloud Services or Subscription Software, prorated 
for the remaining portion of the then-current Subscription Term;
(2) fees paid for Perpetual Licenses or Deliverables, less straight-line 
depreciation over a three-year useful life; and
(3) unused, prepaid fees for discontinued Support Services. 
7.5. Sole Remedy: This section 7. (Indemnification) states Customer's 
sole remedy and VMware's entire liability for Infringement Claims.
8. LIMITATION OF LIABILITY: 
8.1. Disclaimer: To the maximum extent permitted by law, neither party 
will be liable for lost profits or business opportunities, loss of use, 
loss of data, loss of goodwill, business interruption, or any indirect, 
special, incidental, or consequential damages under any theory of 
liability. This limitation will apply regardless of whether a party 
has been advised of the possibility of those damages and regardless 
of whether any remedy fails of its essential purpose. 
8.2. Cap on Monetary Liability: Each party's aggregate liability under 
this Agreement will not exceed amounts paid or payable by Customer for 
the Offering giving rise to the claim in the 12 months prior to the 
event giving rise to the claim, except for Perpetual Licenses, where 
each party's aggregate liability will not exceed the license fees paid 
for the Software giving rise to the claim. VMware's aggregate liability 
for an Evaluation will not exceed $5,000 USD.
8.3. Exclusions: The limitations of liability in sections 8.1. 
(Disclaimer) and 8.2. (Cap on Monetary Liability) will not apply to: 
(a) VMware's indemnification obligations under section 
7. (Indemnification); (b) either party's infringement of the other 
party's Intellectual Property Rights; (c) Customer's violation of 
section 2 of the Cloud Services Exhibit (Acceptable Use); or (d) 
any liability that may not be limited by law.
8.4. Further Limitations: VMware's liability for any third-party software 
embedded into the Software or Cloud Services is subject to this section 
8. (Limitation of Liability). VMware's suppliers have no liability under 
the Agreement, and Customer may not bring claims directly against them. 
VMware has no liability with respect to any Third-Party Content.
9. DATA USE AND PRIVACY: 
9.1. Personal Data: If VMware acts as a processor of Personal Data, 
VMware will process Personal Data in accordance with the Data 
Processing Addendum.
9.2. Account, Operations, and Usage Data: VMware collects Customer 
contact and purchase information to manage Customer's account and 
to fulfill Orders. VMware also processes: (a) information necessary 
to facilitate delivery and operation of the Offerings, verify compliance 
with the terms of the Agreement, invoice, and provide Support Services; 
and (b) configuration, performance, and usage data to improve VMware 
products and services, and other analytics purposes as detailed in the 
Offering-specific Notes. To the extent any of that data includes 
information that identifies an individual, VMware will process that 
information in accordance with VMware's Products and Services Privacy 
Notice available at www.vmware.com/help/privacy.html.
9.3. Support Requests and Professional Services: Customer is responsible 
for taking steps necessary to protect any sensitive information or 
Personal Data that it provides to VMware while receiving Support 
Services or Professional Services. Those steps may include obfuscating 
or removing such information or working with VMware at the time of 
submission to limit disclosure.
9.4. Required Disclosures: VMware may disclose Customer Content or 
Confidential Information if VMware is required by law or by order of a 
judicial or administrative body of competent jurisdiction (a "Demand"). 
Unless legally prohibited from doing so, VMware must provide Customer 
with notice and a copy of the Demand. If the Demand relates to Cloud 
Services, VMware must (i) inform the relevant authority that VMware 
is a service provider acting on Customer's behalf and all requests for 
access to Customer Content should be directed in writing to the contact 
Customer identifies (or if no contact is timely provided, to Customer's 
legal department) and (ii) only provide access to Customer Content if the 
competent authority rejects the redirect request. If Customer requests 
and at Customer's expense, VMware must take reasonable steps to contest 
the Demand. If VMware is legally prohibited from notifying Customer of 
the Demand, VMware must evaluate the validity of the Demand, and, if 
VMware does not believe the Demand is legal, VMware must challenge the 
Demand. VMware must limit the scope of any disclosure to the minimum 
information required to comply with the Demand.
10. OPEN SOURCE SOFTWARE: Open source software is licensed to Customer 
under the open source software's own applicable license terms, which can 
be found in either the open source_licenses.txt file accompanying 
the Offerings, the Documentation, or at 
www.vmware.com/download/open_source.html. These license terms are 
consistent with the license granted in the Agreement and may contain 
additional rights benefiting Customer. The open source license terms 
take precedence over the Agreement to the extent that the Agreement 
imposes greater restrictions on Customer than the applicable open source 
license terms. To the extent the license for any open source software 
requires VMware to make the corresponding source code and/or 
modifications (the "Source Files") available to Customer, Customer may 
obtain a copy of the applicable Source Files at 
www.vmware.com/download/open_source.html or by sending a written request, 
with name and address, to: VMware, Inc., 3401 Hillview Avenue, Palo Alto, 
CA 94304, United States of America. All requests should clearly specify: 
Open Source Files Request, Attention: General Counsel. This offer to 
obtain a copy of the Source Files is valid for three years from the 
date Customer acquires its entitlement to the Offering.
11. MISCELLANEOUS: 
11.1. Transfer and Assignment: Customer may not assign the Agreement 
or any Order without VMware's consent. Once validly assigned, 
the Agreement will bind and inure to the benefit of the parties 
and their respective successors and assigns.
11.2. Notice: All notices must be in writing.  Notices to Customer will 
be given: (a) by email to the email address associated with Customer's 
account, if Customer has subscribed to email notices; or (b) by posting 
in the VMware customer portal. Legal notices to VMware will be given to 
VMware, Inc., 3401 Hillview Avenue, Palo Alto, California 94304, 
United States of America, Attention: Legal Department.
11.3. Waiver: Waiver of a breach of the Agreement will not constitute a 
waiver of any later breach.
11.4. Severability: If any part of the Agreement is held to be invalid or 
unenforceable, all remaining provisions will remain in force to the 
extent feasible to effectuate the intent of the parties.
11.5. Compliance with Laws: Each party must comply with all applicable 
laws.
11.6. Export Control: The Offerings are subject to the U.S. Export 
Administration Regulations (including "deemed export" and "deemed 
re-export" regulations), and may be subject to the export control laws 
of other countries. Customer represents and warrants that: (a) Customer 
and any User, are not, and are not acting on behalf of: (1) 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 (2) 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, or any similar applicable designated persons list; (b) Customer, 
and any User, will not permit the Offerings 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; and (c) Customer, and any User, are not subject, 
either directly or indirectly, to any order issued by any agency of the 
United States government revoking or denying, in whole or in part, 
Customer's United States export privileges. Customer must notify VMware 
promptly if Customer or any User becomes subject to any order of that type.
11.7. Governing Law: The Agreement is governed by the laws of the State 
of California and U.S. federal laws, if the billing address for 
Customer's Order is in the United States, and by the laws of Ireland 
if the billing address for Customer's Order is outside the United States. 
Conflict of law rules are expressly disclaimed. The United Nations 
Convention on Contracts for the International Sale of Goods does not apply.
11.8. Public Sector End User: If Customer is a Public Sector End User, 
the Public Sector Exhibit available at www.vmware.com/agreements 
supersedes or modifies the referenced provisions of the Agreement.
11.9. Third Party Rights: Other than as expressly stated, the Agreement 
does not create any rights for any person who is not a party to it. 
Only persons who are parties to the Agreement may enforce or rely on 
any of its terms.
11.10. Force Majeure: Except for Customer's payment obligations, neither 
party will be liable for any delay or failure to perform due to any cause 
beyond the party's reasonable control, including labor disputes, 
industrial disturbances, systemic utility failures, acts of nature, 
pandemics, embargoes, riots, government orders, acts of terrorism, or war.
11.11. No Agency: Nothing in the Agreement is intended to constitute a 
fiduciary relationship, agency, joint venture, partnership, or trust 
between the parties. No party has authority to bind the other party.
11.12. Translation: Any non-English version of these General Terms is 
provided only as a courtesy, and Customer's use of the Offerings is 
governed by the English version of these General Terms, published at 
www.vmware.com/agreements.
11.13. Counterparts: The Agreement may be signed electronically or in 
counterparts, in which case each signed copy will be deemed an original 
as though both signatures appeared on the same document.
11.14. Entire Agreement: The Agreement contains the entire agreement of 
the parties and supersedes all previous or contemporaneous 
communications, representations, proposals, commitments, understandings, 
and agreements, whether written or oral, between the parties regarding 
its subject matter. The Agreement may be amended only in writing and 
signed by both parties.
12. DEFINITIONS: 
Affiliate means an entity that is directly or indirectly controlled by, 
is under common control with, or controls that party, where "control" 
means an ownership, voting, or similar interest representing more than 
50% of the total interests outstanding of that entity at that time.
Cloud Service means the VMware cloud service specified in Customer's 
Order.
Cloud Services Guide means the then-current VMware Cloud Services Guide, 
available at www.vmware.com/agreements.
Confidential Information means information or materials provided by a 
party ("Discloser") to the other party ("Recipient") that: (a) is in 
tangible form and labelled "confidential" or similar; or (b) 
information which a reasonable person knew or should have known to be 
confidential. Confidential Information includes: (1) license keys; 
(2) VMware pricing, product roadmaps or strategic marketing plans; 
(3) non-public materials relating to the Offerings; and 
(4) Customer Login Credentials.
Customer means the entity identified in the Order as "Customer".
Customer Content means content uploaded by Customer or any User into 
the Cloud Service or provided to VMware as a part of Support Services, 
but does not include Third-Party Content or account information. 
For purposes of this definition, "content" means any data, including 
all text, sound, video, or image files, and software 
(including machine images).
Data Processing Addendum means the then-current VMware Data 
Processing Addendum, available at www.vmware.com/agreements.
Deliverables means any reports, analyses, scripts, templates, code, 
or other work results delivered by VMware as specified in the applicable 
SOW for Professional Services.
Delivery means: (a) for Cloud Services, when VMware emails the Login 
Credentials to the email address associated with Customer's account; 
(b) for Software, when VMware notifies Customer of availability of 
Software for download; (c) for Support Services, upon VMware's issuance 
of an invoice for those Support Services; (d) for Professional Services, 
as specified in the applicable SOW; (e) for purchasing program credits, 
when VMware makes the fund balance available in the applicable portal; 
and (f) for shipping and delivery of physical objects, Ex Works VMware's 
regional fulfillment facility (INCOTERMS 2020(TM)).
Documentation means the product documentation describing the features, 
functionality, and use of the Offerings published and updated by VMware 
from time to time at docs.vmware.com.
Evaluation means an Offering (or part of an Offering) made available free 
of charge, for evaluation, trial, proof of concept, or similar purpose. 
Exhibits means the exhibits to these General Terms (Software, Cloud 
Services, Professional Services, U.S. Federal, and VMware Entities) 
available at www.vmware.com/agreements.
Indemnified Materials means the Cloud Services, Software, and Deliverables.
Infringement Claim means any claim by a third party that the Indemnified 
Materials infringe any patent, trademark, or copyright of that third 
party, or misappropriate a trade secret (only to the extent that 
misappropriation is not a result of Customer's actions).
Intellectual Property Rights means all worldwide intellectual property 
rights, including copyrights, trademarks, service marks, trade secrets, 
know-how, inventions, patents, patent applications, moral rights, and 
all other proprietary rights, whether registered or unregistered.
Login Credentials means any passwords, authentication keys, or security 
credentials that enable Customer's access to and management of the Cloud 
Service.
Offering(s) means, collectively, Services or Software.
Offering-specific Notes means the applicable license notes or services 
notes found in the Product Guide, the Cloud Services Guide, and the 
Support Services Guide.
Order means an enterprise order, SOW, quote, or other ordering document 
for Offerings, issued by Customer to VMware or to Customer's VMware 
authorized reseller and accepted by VMware described in section 2. 
of these General Terms (Orders and Payments).
Perpetual License means a license to the Software with a perpetual term.
Personal Data is defined in the Data Processing Addendum.
Product Guide means VMware's then-current Product Guide available at 
www.vmware.com/agreements.
Professional Services means those services described in the applicable SOW.
Public Sector End User means a Public Sector End User, as those terms are 
defined in the Public Sector Exhibit.
Service Level Agreement means the then-current version of the applicable 
service level agreement for a Cloud Service, available at 
www.vmware.com/agreements.
Service(s) means Cloud Services, Support Services, or Professional 
Services.
Software means the VMware computer programs that Customer licenses 
under an Order, together with any related software code VMware provides 
as part of Support Services and that is not subject to a separate license 
agreement.
SOW means a written agreement between Customer and VMware 
containing project-specific details of the Professional Services or 
VMware online datasheet.
Subscription Software means Software that is licensed for a specific term.
Subscription Term means the period Customer is permitted to use a Cloud 
Service or Subscription Software, stated in the applicable Order. For any 
on-demand Cloud Services, Subscription Term means the period during 
which Customer uses the Cloud Service.
Support Services means VMware support and subscription services that are 
purchased under an Order or included with purchase of Subscription 
Software or Cloud Services.
Support Services Guide means VMware's then-current Support Services 
Guide, available at www.vmware.com/agreements.
Tax means any sales, consumption, VAT, GST, use, gross receipts, business 
and occupation, withholding, and other taxes (other than taxes on VMware 
income), export and import fees, customs duties, and similar fees imposed 
by any government or other authority.
Third-Party Agent means a third party delivering information technology 
services to Customer under a contract with Customer.
Third-Party Content means content provided by a third party that 
interoperates with a Cloud Service, but that is not part of the Cloud 
Service. Third-Party Content is optional and is subject to the 
third-party terms accompanying the Third-Party Content.
User means an employee, contractor, or Third-Party Agent that Customer 
authorizes to use the Offerings as permitted under the Agreement or under 
Customer's Login Credentials.
VMware means VMware LLC, a Delaware limited liability company, if the 
billing address for the Order is in the United States, or VMware 
International Unlimited Company, a company organized and existing under 
the laws of Ireland, if the billing address for the Order is outside the 
United States, except if the billing address for the Order is in the 
United Kingdom, Australia, or New Zealand or the Pacific Islands, 
in which case VMware means the applicable entity identified in 
the VMware Entities Exhibit found at www.vmware.com/agreements.