Support and Subscription Terms and Conditions April 2021 Page 4 of 5
4. Payment, Warranty, Limitation of Liability, and Termination
4.1 Payment Terms. VMware will invoice Customer or Customer’s reseller for Services Fees promptly following Customer’s purchase. Payment
is due within thirty (30) days of the date of the invoice. Services Fees are exclusive of any taxes, duties, or similar charges imposed by any government.
Customer must pay or reimburse VMware for all federal, state, dominion, provincial, or local sales, use, personal property, excise, value added,
withholding or other taxes, fees, or duties relating to the transactions contemplated by these SnS Terms (other than taxes on the net income of
VMware). Amounts not paid on time are subject to a late charge equal to the lesser of one and one-half percent (1.5%) per month or the maximum
amount allowed by applicable law. If payment of any Services Fee is delinquent, VMware may also suspend performance of all Services until such
delinquency is corrected.
4.2 Limited Warranty. VMware warrants that the Services will be performed in a workmanlike manner and will conform to industry standards.
Upon Customer providing VMware with a reasonably detailed written notice of the alleged nonconformance, VMware will use reasonable efforts to re-
perform the Services. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THIS WARRANTY IS GIVEN EXPRESSLY AND IN PLACE OF ALL
OTHER WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW,
THIS WARRANTY IS CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO NONCONFORMANCE OF SERVICES.
4.3 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VMWARE WILL NOT 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 INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED UPON CONTRACT, TORT, OR ANY OTHER
LEGAL THEORY, ARISING FROM ITS PERFORMANCE OR NON-PERFORMANCE UNDER THESE SNS TERMS. BECAUSE SOME
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE
PRECEDING LIMITATION MAY NOT APPLY TO CUSTOMER. VMWARE’S LIABILITY UNDER THESE SNS TERMS WILL NOT, IN ANY EVENT,
EXCEED THE SERVICES FEES PAID BY CUSTOMER TO VMWARE FOR SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY
PRECEDING THE DATE OF THE EVENT MOST DIRECTLY GIVING RISE TO THE CLAIM.
4.4 Termination of Services. VMware may terminate all Services at any time if (a) Customer is in breach of its License restrictions or (b)
Customer is in material breach of these SnS Terms.
5. Customer Support Data.
5.1 Submission of Content. In connection with a Technical Support request, Customer may upload Content to VMware’s systems. That Content
will vary depending on the product and the context of the Technical Support issue. Content may consist of: (a) detailed system information about the
failure
such as the name and state of the affected operating system, logs, Virtual Machine descriptions (not including the contents of virtual disks or snapshot files), system identifiers, IP addresses, and user identifiers; and (b) core dumps, which may contain a full record of the memory image at the
time of the crash including CPU and memory information related to the failure, passwords, cryptographic keys, and/or application data, depending
upon the technical state at the time of the failure. Customer is solely responsible for taking steps necessary to protect any sensitive or confidential
information, or Personal Data, included in Content. Those steps may include Customer obfuscating or removing such information or, depending on the
product, otherwise working with VMware at the time of submission to limit the disclosure of such information.
5.2 Restricted Content. Customer must not submit any Content to VMware that: (a) Customer does not have the right to provide to VMware;
(b) constitutes information that is regulated by the Health Insurance Portability and Accountability Act, as amended and supplemented, and the
regulations thereunder (collectively, “HIPAA”), or any similar federal, state, or local laws, rules, or regulations, unless Customer has signed a Business
Associate Agreement (as defined by HIPAA) with VMware; (c) contains financial information of any individual; or (d) is regulated by law or regulation
without complying with the applicable laws or regulations. If Customer submits any Content in contravention of this Section 5.2, then Customer is solely
responsible for the consequences of that submission.
5.3 Personal Data. To the extent Customer provides Personal Data (as defined in the Data Processing Addendum) to VMware as part of the
Content, VMware will process the Personal Data in accordance with the Data Processing Addendum.
5.4 Use of Content. VMware may review and analyze Content to address a Technical Support request. VMware may use the results of that
review and analysis, in combination with
(i) data VMware collects from Customer regarding Customer’s use
of the Software (such as configuration,
performance, and usage data) and (ii) information VMware maintains about the Customer’s account, to provide support to VMware customers, and to
improve VMware products, services, and user experiences.
5.5 Disclosure of Content. If VMware is required by a subpoena, court order, agency action, or any other legal or regulatory requirement, to
disclose any Content, VMware will provide Customer with notice and a copy of the demand, as soon as practicable, unless VMware is prohibited from
doing so pursuant to applicable law or regulation. If Customer requests, VMware will, at Customer’s expense, take reasonable steps to contest and to
6. Miscellaneous.
6.1 Transfer; Assignment. Customer may not assign or delegate these SnS Terms to any third party without VMware’s prior written consent.