FAQ

EULA rev. February 2019 CONFIDENTIAL Page 6 of 11
Software Releases, Evaluation Products, Training Materials and Documentation, which shall remain Confidential Information until one
of the exceptions stated above applies. Customer may not disclose the results of any performance tests of the Software to any third party
without RSA’s prior written approval. Notwithstanding the foregoing, the receiving party may disclose Confidential Information (A) to
its Affiliate for the purpose of fulfilling its obligations or exercising its rights hereunder as long as such Affiliate complies with the
foregoing; and (B) to the extent required by law (provided the receiving party has given the disclosing party prompt notice).
Each party acknowledges that any breach of the provisions of this Section 10 would result in serious and irreparable injury to the non-
breaching party for which the non-breaching party cannot be adequately compensated. Each party agrees, therefore, that, in addition to
any other remedy that the non-breaching party may have, the non-breaching party is entitled to seek both temporary and permanent
injunctive relief without the necessity of proving actual damages.
The parties do not intend to disclose to one another hereunder information that would be covered by the Gramm-Leach-Bliley Act, the
Health Insurance Portability and Accountability Act of 1996 or similar privacy legislation within or outside of the United States.
Accordingly, neither party shall disclose to the other hereunder any of the following information regarding either party’s employees,
customers, suppliers or other business partners: protected health information (as defined at 45 CFR 164.501), social security numbers,
driver’s license numbers, credit card numbers or similar government identity numbers or personal financial account numbers.
11. TERM AND TERMINATION. This Agreement takes effect on the Effective Date and continues until (i) terminated for cause;
or (ii) terminated by either party for convenience by giving sixty (60) days’ prior written notice. Any provision that by its nature or
context is intended to survive any termination or expiration, including but not limited to provisions relating to payment of outstanding
fees, confidentiality and liability, shall so survive.
Upon any termination of this Agreement or Customer’s license to use the Software, upon RSA’s request, Customer shall promptly return
to RSA, or destroy and certify in writing to RSA, that it has destroyed the original and all copies, in whole or in part, in any form, of the
Software, Documentation, and any other Confidential Information disclosed by RSA under this Agreement. The termination of this
Agreement shall not (a) discharge any payment obligations accrued as of the effective date of such termination, even if such obligations
are payable after the termination date, or (b) entitle Customer to a refund of any amounts previously paid to RSA.
12. MISCELLANEOUS.
A. References. Each party shall not, and shall not authorize or assist another to, originate, produce, issue or release any written
publicity, news release, marketing collateral or other publication or public announcement, relating in any way to this Agreement, without
the prior written approval of the other, which approval shall not be unreasonably withheld; provided, however, that RSA may identify
Customer for reference purposes and use Customer’s logo in its marketing material unless and until Customer expressly objects in
writing.
B. Notices. Any notices hereunder shall be in writing, and shall be deemed given when delivered (i) in person, (ii) by overnight courier,
upon written confirmation of receipt, (iii) by certified or registered mail, with proof of delivery, (iv) by facsimile transmission with
confirmation of receipt, or (v) by email, with confirmation of receipt. Notices shall be sent to the address, facsimile number or email
address set forth above, or at such other address, facsimile number or email address as provided to the other party in writing.
C. Entire Agreement. This Agreement and if Customer is purchasing directly from RSA, each quote, schedule and purchase order
(i) comprise the complete statement of the agreement of the parties with regard to the subject matter thereof; and (ii) may be modified
only in a writing with evidence of acceptance by both parties. All terms of any purchase order or similar document provided by Customer,
including but not limited to any pre-printed terms thereon and any terms that are inconsistent or conflict with this Agreement and/or
RSA quote or schedule, shall be null and void and of no legal force or effect, even if RSA does not expressly object to such terms when
accepting a purchase order or similar document provided by Customer. In case of any conflict between a schedule or quote and this
Agreement, the schedule or quote shall control.
D. Force Majeure. Except for payment of fees, if a party’s performance of its obligations is prevented or interfered with due to any
force majeure event, including strikes, riots, insurrection, terrorism, fires, natural disasters, acts of God, war, governmental action, or
any other cause which is beyond the reasonable control of such party (“Non-Performance Cause”), such Party shall (i) promptly notify
the other; and (ii) be excused from the performance of the affected obligations on a day-for-day basis, during the Force Majeure Event;
(iii) use reasonable efforts to avoid or remove the Non-Performance Cause; and (iv) move to resume performance as soon as possible
after the Non-Performance Cause is removed or ceases.
E. Assignment. Customer shall not assign this Agreement or a purchase order or any right herein or delegate any performance without
RSA’s prior written consent, which consent shall not be unreasonably withheld. RSA may use RSA Affiliates or other sufficiently
qualified subcontractors to provide Services to Customer, provided that RSA shall remain responsible to Customer for the performance
thereof.
F. Governing Law. This Agreement is governed by: (i) the laws of the Commonwealth of Massachusetts when RSA means RSA
Security LLC; (ii) the laws of the applicable country in which the applicable RSA affiliate is registered to do business when RSA means
the local Dell or EMC affiliate (as applicable), and (iii) the laws of Ireland when RSA means EISI. In each case, the applicability of
laws shall exclude any conflict of law rules. The U.N. Convention on Contracts for the International Sale of Goods shall not apply. In
the event of a dispute concerning this Agreement, Customer consents to the sole and exclusive personal jurisdiction of the courts of
competency in the location where RSA is domiciled.
G. Waiver. No waiver shall be deemed a waiver of any prior or subsequent default hereunder.
H. Independent Contractors. The parties shall act as independent contractors for all purposes under this Agreement. Nothing
contained herein shall be deemed to constitute either party as an agent or representative of the other party, or both parties as joint