FAQ

EULA rev. February 2019 CONFIDENTIAL Page 2 of 11
I. “Software Release” means any subsequent generally available version of Software provided by RSA after initial Delivery of
Software but does not mean a new Product.
J. “Statement of Work” or “SOW” means a document agreed between Customer and RSA containing specifications and other
transaction-specific details of the Professional Services to be provided by RSA. SOWs may, among other things, consist of (i) a
separately executed, long form services specification; or (ii) a short form service description (called a “Service Brief”) with an
accompanying RSA model number identified on a quote.
K. “Supplier(s)” means an entity (other than Customer) whose components, subassemblies, software and/or services have been
incorporated into Products and/or Services.
M. “Training” means RSA’s generally available training course offerings, whether online, via CD, instructor-led, or any other method
of delivery.
N. “Training Materials” means the materials provided to Customer during Training.
2. QUOTING, PURCHASING AND PAYMENT.
A. Quoting and Purchasing. This Section 2.A shall only apply to purchases which are placed by Customer directly with RSA. The
description of the Products, Maintenance Services, Services identified in a Service Brief, and related pricing are as stated in a quote to
Customer from RSA. Each quote is valid for the time period specified thereon. Customer may order the items on such quote by (i) issuing
a purchase order to RSA that references such quote; or (ii) with the prior approval of RSA (a) signing such quote and returning it to
RSA; or (b) sending an email or other writing to RSA referencing and ordering the items on such quote. Customer’s order is accepted
by RSA (1) issuing an e-mail or other written communication to Customer accepting such order; or (2) shipping the applicable Products
to or commencing performance of the applicable Services. Each SOW (excluding the Service Brief) becomes binding on both parties
when it is signed by RSA and Customer countersigns and returns the SOW to RSA (along with a purchase order if so required in the
SOW).
B. Payment. This Section 2.B shall only apply to purchases which are placed by Customer directly with RSA. Customer shall pay
RSA’s invoices in full and in the same currency as the RSA invoice within thirty (30) days after the date of RSA’s invoice, with interest
accruing thereafter at the lesser of 1.5% per month or the highest lawful rate. The charges due hereunder for Products and Services and
any other items provided by RSA are exclusive of and Customer shall pay or reimburse RSA for all value added (VAT), sales, use,
excise, withholding, personal property, goods and services and other taxes, levies, customs and duties resulting from a Customer
purchase order, except for taxes based on RSA’s net income. If Customer is required to withhold taxes, then Customer will forward any
withholding receipts to RSA.
C. Transactions with Customer Affiliates. This Section 2.C shall only apply to purchases which are placed by Customer directly
with RSA or RSA Affiliate. Customer Affiliates domiciled in the same country as Customer are entitled to order Products and Services
under this Agreement, if the Products and Services are ordered for installation/delivery or performance in such country. Before ordering
Products and Services for installation/delivery in any other country, the Customer Affiliate operating in such other country and the local
RSA Affiliate, if any, that engages in direct sales/licensing activities of Products and Services in the ordinary course of its business for
such country, must first execute a local participation agreement that (i) incorporates by reference the terms of this Agreement; and
(ii) addresses such issues as are necessary to conform to local country laws and business requirements and practices. Thereafter, an RSA
quote, referencing the local participation agreement may be issued by such local RSA Affiliate to the local Customer Affiliate and a
purchase order may be placed pursuant to such RSA quote. If there is no such local RSA Affiliate, then RSA shall advise Customer on
any available alternative methods of procurement.
3. DELIVERY AND INSTALLATION.
A. Product Delivery. This Section 3.A shall only apply to purchases which are placed by Customer directly with RSA. Delivery of
RSA Product shall be completed in the following manner: (i) Title and risk of loss for sold Equipment and physical media containing
Software shall transfer to Customer upon RSA’s delivery to a carrier at RSA’s designated point of shipment; and (ii) Software may be
provided by (1) delivery of physical media to a carrier at RSA’s designated point of shipment; or (2) electronic download (when so
offered by RSA) (“Delivery”). Unless otherwise agreed, a common carrier shall be specified by RSA. Software, Documentation,
Evaluation Products and Training Materials are licensed only. No title to, or ownership of, Software, Documentation, Evaluation
Products, Training Materials, or other materials provided to Customer in the course of performing Services is transferred to Customer.
B. Product Installation and Acceptance. RSA’s obligation, if any, to install a Product as part of the Product’s purchase price or
licensing fee, is set forth in the Product Notice. Acceptance that a Product operates in substantial conformity to the Product’s
Documentation occurs upon Delivery or notice of availability for electronic download, as applicable. Notwithstanding such acceptance,
Customer retains all rights and remedies set forth in the Section entitled “Product Warranty.”
4. LICENSE TERMS.
A. General License Grant. RSA grants to Customer a nonexclusive and nontransferable (except as otherwise permitted herein)
license (with no right to sublicense) to use (i) Software solely for Customer’s internal business purposes; (ii) Documentation related to
Software solely for the purpose of supporting Customer’s use of Software. Licenses granted to Customer shall continue for the duration
as indicated on the RSA quote, and commence on Delivery of the physical media or the date Customer is notified of availability for
electronic download, as applicable; and (iii) with respect to Software that was Delivered to Customer on Equipment, use such Software
only on the Equipment with which it was provided.
Use of Software may require Customer to complete RSA’s then current product registration process, if any, to obtain and input an
authorization key or license file.