Attachment to Master Flexible Consumption Agreement
EMC Specific Terms - License Terms

  

If any Schedule includes EMC Software, the use of such EMC Software is subject to the license terms accompanying such software, and in the absence of such terms, then use of such software is subject to the following:

A. General License Grant. EMC grants to Customer a non-exclusive, non-transferable license to use the Software and the Documentation during the Flexible Consumption Period solely for Customer's internal business operations, and, when so indicated on the applicable Schedule, for delivery of services to its end users, and subject to the provisions of this Master Agreement. Unless otherwise indicated in this Master Agreement or the applicable Schedule, licenses granted to Customer will be for use of object code only, and will commence on completion of installation at the Installation Site. Use of Software may require Customer to complete EMC’s then current product registration process, if any, to obtain and input, on its own or in conjunction with EMC, an authorization key or license file. The functionality of all Software that is listed on a Schedule and which is designed for installation and use on Equipment may be used only on and in connection with the specific Equipment listed on that same Schedule. The functionality of all Software that is listed on a Schedule and which is designed for installation and use on products which connect to or interact with the Equipment on the Schedule (such as server or host-based items) may be used only in connection with the Equipment listed on that same Schedule.

B. Licensing Models. Software is licensed for use only in accordance with the commercial terms and restrictions of the Software’s relevant licensing model, which are stated in the Product Notice and/or EMC Schedule. Microcode, firmware or operating system software needed by the Equipment with which it is shipped to perform its basic functions, is licensed for use solely on such Equipment.

C. Limited Copying Permitted. Customer may copy the Software and Documentation as necessary to install and run the quantity of copies licensed, but otherwise for archival purposes only.

D. License Restrictions. Without EMC’s prior written consent (including in a Schedule), Customer must not, and must not allow any third party to: (i) use Software in an application services provider, hosting, service bureau, or similar capacity for third parties; (ii) disclose to any third party the results of any benchmarking testing or comparative or competitive analyses of EMC’s Products done by or on behalf of Customer; (iii) make available Software in any form to anyone other than Customer’s employees or contractors reasonably acceptable to EMC and which require access to use Software on behalf of Customer in a manner permitted by this Master Agreement; (iv) transfer or sublicense Software or Documentation to any third party; (v) use Software in conflict with the terms and restrictions of the Software’s licensing model and other requirements specified in the Product Notice and/or EMC quote; (vi) except to the extent permitted by applicable mandatory law, modify, translate, enhance, or create derivative works from the Software, or reverse assemble or disassemble, reverse engineer, decompile, or otherwise attempt to derive source code from the Software; (vii) remove any copyright or other proprietary notices on or in any copies of Software; or (viii) violate or circumvent any technological restrictions within the Software or specified in this Master Agreement, such as via software or services.

E. Software Releases. Software Releases shall be subject to the license terms applicable to Software.

F. Records and Audit. During the Flexible Consumption Period, and for two (2) years thereafter, Customer will maintain accurate records of its use of Products sufficient to show compliance with the terms of this Master Agreement. During this period, EMC will have the right to audit Customer’s use of the Software and Products to confirm compliance with the terms of this Master Agreement. That audit is subject to reasonable notice by EMC and will not unreasonably interfere with Customer’s business activities. EMC may conduct no more than one (1) audit in any twelve (12) month period, and only during normal business hours. Customer will reasonably cooperate with EMC and any third party auditor and will, without prejudice to other rights of EMC, address any non-compliance identified by the audit by promptly procuring additional licenses. Customer will promptly reimburse EMC for all reasonable costs of the audit if the audit reveals either underpayment of more than five (5%) percent of the Flexible Consumption Fees payable by Customer for the period audited, or that Customer has materially failed to maintain accurate records of use.

G. Reserved Rights. EMC reserves all rights not expressly granted to Customer and does not transfer any ownership rights in any Software.

H. Other License Terms. If a particular Product or component is provided with its own license terms (“Separate License Terms”), typically in the form of a (i) "click-to-accept" agreement included as part of the installation and/or download process; or (ii) “shrink-wrap” agreement included in the packaging for the Product; or (iii) notice indicating that by installation and/or use thereof the related license terms apply, then, in case of conflict with the terms of this Master Agreement, such Separate License Terms shall (a) prevail with regard to Products or components for which EMC is not the licensor; and (b) not prevail with regard to a Product or component for which EMC is the licensor. However, in no event shall the duration of such licenses extend beyond the end of the license to use a Product for which EMC is the licensor.