FAQ
EULA rev. February 2019 CONFIDENTIAL Page 7 of 11
venturers or partners for any purpose. Neither party shall be responsible for the acts or omissions of the other party, and neither party
shall have authority to speak for, represent or obligate the other party in any way without the prior written approval of the other party.
I. Partial Invalidity. If any part of this Agreement, a purchase order, SOW or an RSA quote is held unenforceable, the validity of the
remaining provisions shall not be affected.
13. COUNTRY SPECIFIC TERMS.
A. United Kingdom. The terms in this subsection A apply only when RSA means the EMC sales subsidiary located in the United
Kingdom (currently EMC Computer Systems (UK) Limited):
1. Section 5E (Warranty Exclusions). The entire section is deleted and replaced with:
E. Warranty Exclusions. Except as expressly stated in the applicable warranty set forth in this Agreement, RSA (including its
suppliers) provides Hardware and Software “AS IS” and makes no other express or implied warranties, written or oral, and ALL
OTHER WARRANTIES AND CONDITIONS (SAVE FOR THE WARRANTIES AND CONDITIONS IMPLIED BY
SECTION 12 OF THE SALE OF GOODS ACT 1979) ARE SPECIFICALLY EXCLUDED TO THE FULLEST EXTENT
PERMITTED BY LAW, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND ANY WARRANTY ARISING BY STATUTE, OPERATION OF
LAW, COURSE OF DEALING OR PERFORMANCE, OR USAGE OF TRADE.
2. Section 8 (LIMITATION OF LIABILITY). This Section is deleted in its entirety and replaced with:
8. LIMITATION OF LIABILITY AND PRESERVATION OF DATA.
A. The entire aggregate liability of RSA (including its suppliers) under or in connection with the supply of the Hardware or
Software, whether in tort (including negligence), for breach of contract, misrepresentation or otherwise, is limited in respect of
each event or a series of events: (i) to the amounts actually paid by Customer for the Software or Hardware which give rise to
such liability during the twelve (12) month period immediately preceding the date of the cause of action giving rise to such claim;
or (ii) Great British Pounds Sterling one million (£1,000,000), whichever is the greater amount. In no event shall RSA (including
its suppliers) or Customer be liable to the other or any other person or entity for loss of profits, loss of revenue, loss of use or any
indirect, special, incidental, consequential or exemplary damages arising out of or in connection with this Agreement, the license
of the Software, and the use, performance, receipt or disposition of such Software or Hardware, even if such party has been
advised of the possibility of such damages or losses. Nothing in this Agreement shall operate to exclude or restrict RSA’s liability
for: (a) death or personal injury resulting from negligence; (b) breach of obligations arising from section 12 of the Sale of Goods
Act 1979; or (c) fraud.
B. CUSTOMER OBLIGATIONS IN RESPECT OF PRESERVATION OF DATA. During the Term of the Agreement,
the Customer shall:
1) from a point in time prior to the point of failure, (i) make full and/or incremental backups of data which allow recovery
in an application consistent form, and (ii) store such back-ups at an off-site location sufficiently distant to avoid being impacted
by the event(s) (e.g. including but not limited to flood, fire, power loss, denial of access or air crash) and affect the availability
of data at the impacted site;
2) have adequate processes and procedures in place to restore data back to a point in time and prior to point of failure, and
in the event of real or perceived data loss, provide the skills/backup and outage windows to restore the data in question;
3) use anti-virus software, regularly install updates across all data which is accessible across the network, and protect all
storage arrays against power surges and unplanned power outages with Uninterruptible Power Supplies; and
4) ensure that all operating system, firmware, system utility (e.g. but not limited to, volume management, cluster
management and backup) and patch levels are kept to RSA recommended versions and that any proposed changes thereto shall
be communicated to RSA in a timely fashion.
3. Section 12 (MISCELLANEOUS). Add the following as new subsection K:
J. Each of the parties acknowledges and agrees that in entering into this Agreement, it does not rely on, and shall have no
remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any
person (whether party to this Agreement or not) other than as expressly set out in this Agreement as a warranty. The only remedy
available to Customer for a breach of the warranties shall be for breach of contract under the terms of this Agreement. Nothing
in Section 8 shall however operate to limit or exclude any liability for fraud. No term of this Agreement shall be enforceable
under the Contracts (Rights of Third Parties) Act 1999 by a person that is not a party to this Agreement. If any part of this
Agreement is held unenforceable, the validity of the remaining provisions shall not be affected.
B. Ireland. The terms in this subsection B apply only when RSA means the EMC sales subsidiary located in Ireland (currently EMC
Information Systems International:
1. Section 5E (Warranty Exclusions). The entire section is deleted and replaced with:
E. Warranty Exclusions. Except as expressly stated in the applicable warranty set forth in this Agreement and the applicable
exhibits, RSA (including its suppliers) and makes no warranties, and ALL WARRANTIES, TERMS AND CONDITIONS,
WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED BY LAW, CUSTOMER OR OTHERWISE, INCLUDING, BUT
NOT LIMITED TO, ANY WARRANTIES, TERMS AND CONDITIONS, OF FITNESS FOR PURPOSE, DESCRIPTION,
AND QUALITY ARE HEREBY EXCLUDED TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
2. Section 8 (LIMITATION OF LIABILITY). This section is deleted in its entirety and replaced with the following: