CA End User License Agreement (the "Agreement") for the CA software product that is being installed as well as the associated documentation and any SDK, as defined below, included within the product ("the Product").

Carefully read the following terms and conditions regarding your use of the Product before installing and using the Product.  Throughout this Agreement, you will be referred to as "You" or "Licensee."

By downloading, installing, or using the Product, or by selecting the "I accept the terms of the License Agreement" radio button below, you are:

(I) Representing that you are not a minor, and have full legal capacity and have the authority to bind yourself and your employer, as applicable, to the terms of this Agreement;
(II) Consenting on behalf of yourself and/or as an authorized representative of your employer, as applicable, to be bound by this Agreement.

1.  CA, Inc. (or the CA entity respectively identified after Section 15 below for the country / countries in which the Product is being supplied), (“CA”) provides Licensee with one (1) copy of the Product, for use in accordance with the terms of this Agreement and in accordance with such (a) quantity and (b) CA published criteria for measuring the usage of the Product (such as, but not limited to, MIPS, CPUs, tiers, servers, or users), designated as the authorized use limitation ("Authorized Use Limitation") on any Order Form (defined below) or CD sleeve included within the Product box.  CA licenses the Product to Licensee on a limited, non-exclusive, non-transferable basis only for internal business use during the Term and other terms and conditions of this Agreement and of (a) any CA Order Form or Registration Form which has been signed or otherwise contracted between Licensee and a CA affiliate; or (b) a License Program Certificate which is provided by CA to Licensee, as applicable, referencing and incorporating the terms of this Agreement (each hereafter referred to as the "Order Form").

2.  If the Product is an alpha or beta version, hereinafter referred to as the "beta program" or "beta version" and not generally available to date, CA does not guarantee that the generally available release will be identical to the beta program or that the generally available release will not require reinstallation. Licensee agrees that if it registers for support or if otherwise required by CA, Licensee shall provide CA with specific information concerning Licensee’s experiences with the operation of the Product.  Licensee agrees and acknowledges that the beta version of the Product (a) is to be used only for testing purposes and not to perform any production activities unless CA shall have otherwise approved in writing and (b) has not been tested or debugged and is experimental and that the documentation may be in draft form and will, in many cases, be incomplete.  Licensee agrees that CA makes no representations regarding the completeness, accuracy or Licensee’s use or operation of the beta version of the Product.  BETA PRODUCTS ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR REPRESENTATIONS OF TITLE OR NON-INFRINGEMENT. If Licensee is also a tester of the beta version of the Product (as defined by the beta testing or pre-release testing agreement (“Beta Testing Agreement”) that was agreed to by Licensee during the registration process before obtaining the beta version of the Product), Licensee agrees that the terms of this Agreement are in addition to, and do not supersede, the terms of the Beta Testing Agreement.

3.  If the Product is being licensed on a trial or evaluation basis, Licensee agrees to use the Product solely for evaluation purposes, in accordance with the usage restrictions set forth in Section 1, for a thirty-day evaluation period unless a different period is otherwise noted (the "Trial Period").  At the end of the Trial Period, Licensee’s right to use the Product automatically expires and Licensee agrees to de-install the Product and return to CA all copies or partial copies of the Product or certify to CA in writing that all copies or partial copies of the Product have been deleted from Licensee’s computer libraries and/or storage devices and destroyed.  If Licensee desires to continue its use of the Product beyond the Trial Period, Licensee may contact CA or a CA affiliate to acquire a license to the Product for the applicable fee.  LICENSEE’S USE OF THE PRODUCT DURING THE TRIAL PERIOD IS ON AN "AS IS" BASIS WITHOUT ANY WARRANTY, AND CA DISCLAIMS ALL WARRANTIES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY EXPRESS WARRANTIES PROVIDED ELSEWHERE IN THIS AGREEMENT.

4.  If the Product includes a Software Development Kit ("SDK"), the terms and conditions of this paragraph apply solely for the use of the SDK.  The SDK may include software, APIs and associated documentation.  The SDK is provided solely for Licensee's internal use to develop software that enables the integration of third party software or hardware with the Product, or to develop software that functions with the Product, such as an agent.  Licensee’s use of the SDK is restricted solely to enhance Licensee’s internal use of the Product.  No distribution rights of any kind are granted to Licensee regarding the Product.  In addition to the limitations on use set forth in Section 8, below, Licensee may not reproduce, disclose, market, or distribute the SDK or the documentation or any applications containing any executable versions of the SDK to third parties, on the internet, or use such executables in excess of the applicable Authorized Use Limitation.  If there is a conflict between the terms of this section and the terms of any other section in this Agreement, the terms of this section will prevail solely with respect to the use of the SDK.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE SDK IS PROVIDED AND LICENSED "AS IS" WITHOUT WARRANTY OF ANY KIND.

5.  Payment of the fees specified on the Order Form or as agreed between Licensee and an authorized reseller of CA or any of the CA affiliates, shall entitle Licensee to use the Product for the term specified on the Order Form (the "Term"), which use may include the right to receive maintenance services therefore for the period set forth on the Order Form.  All fees payable hereunder shall be payable as stated in the Order Form, or if not stated, shall be payable net thirty (30) days from the CA invoice date.  Licensee will install each new release of the Product delivered to Licensee.  After the initial Term, continued usage and/or maintenance of the Product as provided herein shall be subject to the payment by Licensee of the fees described on the Order Form.  If You are acquiring licenses of the Product from an authorized CA reseller, the terms of this Agreement governing payments, pricing and discounts shall not apply as such terms are between You and your chosen CA reseller. Any terms that may appear on a Licensee purchase order (including without limitation pre-printed terms), or as part of Licensee’s order with an authorized CA reseller, that conflict or vary from the terms and conditions of this Agreement shall not apply to the Product and shall be deemed null and void.  Notwithstanding the foregoing, with respect to any Product that relies on continuous content updates, such as signature files and security updates, Licensee shall be entitled to such content updates for a period of one (1) year from the effective date of the license.

6.  If maintenance is provided by CA or a CA affiliate, it shall be renewed annually as specified in the Order form.  All fees are net of applicable taxes.  Licensee agrees to pay any tariffs, duties or taxes imposed or levied by any government or governmental agency including, without limitation, federal, state and local, sales, use, value added and personal property taxes, (other than franchise and income taxes for which CA is responsible) upon a presentation of invoices by CA or a CA affiliate, as applicable.  Any claimed exemption from such tariffs, duties or taxes must be supported by proper documentary evidence delivered to CA.  Any invoice which is unpaid by Licensee when due shall be subject to an interest charge equal to the lower of 1.5% per month or the highest applicable legal rate.

7.  Licensee may install and deploy the Product in the territory specified in the Order Form up to the Authorized Use Limitation.  Licensee may permit its Authorized End Users access to the Product for Licensee’s and its Affiliates’ internal business wherever located, provided that Licensee hereby expressly agrees that a breach by an Authorized End User shall be considered to be a breach by and the responsibility of Licensee.  Licensee may relocate the Product to a new Licensee location within the territory specified in the Order Form upon prior written notice. For purposes hereof, “Authorized End Users” means Licensee, its Affiliates and their employees and independent contractors (but excluding any outsourcer, facilities management providers, managed service provider, or application service provider) that are bound by terms and conditions no less restrictive than those contained herein and are acting on behalf of Licensee and not a third party; “Affiliate” with respect to Licensee means any legal entity in which the Licensee directly or indirectly Controls; and “Control” means ownership or control of greater than 50% of an entity’s shares or control of the board of such entity by force of law or contract, or the equivalent. If Licensee desires to use the Product beyond such restrictions, it shall notify CA or the CA affiliate the Licensee has procured the Product from, and Licensee will be invoiced for and shall pay the applicable fees for such expanded use.

8.  The Product, including any source or object code that may be provided to Licensee hereunder, as well as documentation, appearance, structure and organization, is the proprietary property of CA and/or its licensors, if any, and may be protected by copyright, patent, trademark, trade secret and/or other laws. Title to the Product, or any copy, modification, translation, partial copy, compilation, derivative work or merged portion of any applicable SDK, shall at all times remain with CA and/or its licensors.  Licensee agrees that CA may use any feedback provided by Licensee related to the Product for any CA business purpose, without requiring consent including reproduction and preparation of derivative works based upon such feedback, as well as distribution of such derivative works. Usage rights respecting the Product may not be exchanged for any other CA product.  The Product is licensed as a single product. Its component parts may not be separated for use.  Licensee and its Authorized End Users will keep the Product and the terms of this license strictly confidential and use its best efforts to prevent and protect the Product from unauthorized disclosure or use. Licensee may not (i) disclose, de-compile, disassemble nor otherwise reverse engineer the Product except to the extent the foregoing restriction is expressly prohibited under applicable law; (ii) create any derivative works based on the Product; (iii) use the Product to provide facilities management, outsourcing, service bureau, hosted services, cloud services, on demand services or like activity whereby Licensee, without a CA license authorizing such purpose, operates or uses the Product for the benefit of a third party; or (iv) permit the use of the Product by any third party, except as authorized by CA in writing.  Licensee shall not release the results of any benchmark testing of the Product to any third party without the prior written consent of CA.  Licensee will not transfer, assign, rent, lease, use, copy or modify the Product, in whole or in part, or permit others to do any of the foregoing with regard to the Product without CA’s prior written consent, except to the extent the foregoing restriction is expressly prohibited under applicable law.  Licensee will not remove any proprietary markings of CA or its licensors.  Licensee may make a reasonable number of copies of the Product for disaster recovery “cold standby”, backup and archival purposes; provided that use of such copies is limited to testing Licensee’s disaster recovery procedures and effectiveness and as is necessary during any reasonable period subsequent to the occurrence of an actual disaster during which Licensee cannot operate the Product.  If this license terminates for any reason, Licensee shall certify to CA in writing that all copies and partial copies of the Product have been deleted from all computers and storage devices and are returned to CA or destroyed and are no longer in use.  Licensee acknowledges that the Product is subject to control under European and U.S. law, including the Export Administration Regulations (15 CFR 730-774) and agrees to comply with all applicable import and export laws and regulations.  Licensee agrees that the Product will not be exported, reexported or transferred in violation of U.S. law or used for any purpose connected with chemical, biological or nuclear weapons or missile applications, nor be transferred or resold, if Licensee has knowledge or reason to know that the Product is intended or likely to be used for such purpose.  The Product and any accompanying documentation have been developed entirely at private expense and are "commercial item(s)" and "commercial computer software" as those terms are defined in Federal Acquisition Regulation Subpart 2.101 “Definitions.”  The Product is exempt from disclosure under the Freedom of Information Act (FOIA), 5 U.S.C. §552(b) under one or more exemptions to that Act (or a similar U.S. state statute, as applicable).  Any Product previously delivered to You may not be delivered again. Any Product not previously delivered to Licensee will be delivered to Licensee or its chosen reseller following receipt by CA of an acceptable order. The Product shall be delivered either by electronic delivery (“ESD”) or, if CA or a CA affiliate respectively requires delivery in tangible media, CPT, as defined in INCOTERMS 2010, from CA’s or such CA affiliate’s shipping point. CA or the CA affiliate from which Licensee is procuring the Product agrees to be responsible for all customs duties and clearances and title to any CA hardware if included will pass upon point of delivery to carrier at CA’s or such CA affiliate’s shipping location. In the event of electronic delivery, no tangible personal property will be delivered. Such electronic delivery may not automatically provide for an exemption from applicable sales or use tax. Any operating system identified as "Generic" or "GA" denotes such operating systems for which the Product is made generally available by CA in accordance with CA current published specifications..  Acceptance is waived and deemed to have occurred at the earliest of point of physical shipment or delivery of keys/access codes for electronic delivery.  CA Inc. is the manufacturer of the Product.CA reserves the right, on notice to You, to conduct an audit remotely or onsite of Licensee and/or Your Affiliates facilities to verify compliance by Licensee and its Authorized End Users with the terms of this Agreement. CA agrees that such audit shall be conducted during regular business hours at Your offices and CA shall endeavor to conduct such audit so as not to interfere unreasonably with Your activities and/or use an independent third party to conduct the audit subject to terms of non-disclosure if required. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York, without regard to its choice of law provisions, and any action arising under or relating to the Agreement shall lie within the exclusive jurisdiction of the State and Federal Courts located in Suffolk County, New York.

9. CA warrants that it can enter into this Agreement and that it will indemnify Licensee, or, at its option, settle any third party claim that CA is not so authorized or that Licensee’s use of the Product as authorized hereby infringes any United States patent or copyright within the jurisdictions where Licensee is authorized to use the Product at the time of delivery.  CA also warrants that its distributed Product will operate materially in accordance with its published specifications set forth within the documentation for a period of ninety (90) days after delivery of the Product to Licensee, provided that CA’s only responsibility will be to use reasonable efforts, consistent with industry standards, to cure any defect.  If, within a reasonable time after receiving Licensee’s written notice of breach of either of the above warranties, CA is unable to cause the Product to operate (a) without infringing a third party’s intellectual property rights, or (b) materially in accordance with CA’s written specifications, then CA may terminate the license and provide or arrange for a pro-rata refund to Licensee or its authorized CA reseller of the license fees and or the support and maintenance fees paid.  In the event of such termination, the pro-rata refund shall be calculated on (i) the number of months left remaining on the Term of the applicable Order Form or (ii) if the Product is licensed under a perpetual license, using (only for purposes of a refund calculation) an amortization schedule of three (3) years.  The warranties set forth in this Section do not apply to beta, trial, evaluation or demonstration versions of the Product, or to Software Development Kits.  CA shall have no liability to indemnify or to remedy a warranty claim: (i) in the event the allegation of infringement or warranty claim is a result of a modification of the Product except a modification by CA, (ii) if the Product is not being used in accordance with CA’s specifications, related documentation and guidelines, (iii) if the alleged infringement or warranty claim would be avoided or otherwise eliminated by the use of a CA published update or patch, (iv) if the alleged infringement or warranty claim is a result of use of the Product in combination with any third party product, or (v) if the applicable fees due for the Product have not been paid or Licensee is otherwise in breach of this Agreement. The indemnifications contained herein shall not apply and CA shall have no liability in relation to any Product produced by CA at the specific direction of Licensee. THE FOREGOING PROVISIONS STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF CA REGARDING CLAIMS OF INFRINGEMENT, AND THE EXCLUSIVE REMEDY AVAILABLE TO LICENSEE WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHTS.

10.  EXCEPT AS SET FORTH ABOVE, TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW:

(I) NO OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE MADE BY CA;
(II) IN NO EVENT WILL CA BE LIABLE TO LICENSEE OR ANY OTHER PARTY FOR ANY CLAIM FOR LOSS, INCLUDING TIME, MONEY, GOODWILL, AND CONSEQUENTIAL OR INDIRECT DAMAGES, WHICH MAY ARISE FROM THE USE, OPERATION OR MODIFICATION OF THE PRODUCT, EVEN IF CA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN THE EVENT THAT THE ABOVE LIABILITY LIMITATION IS FOUND TO BE INVALID UNDER APPLICABLE LAW, THEN CA’S LIABILITY FOR SUCH CLAIM SHALL BE LIMITED TO THE AMOUNT OF THE LICENSE FEE ACTUALLY PAID FOR THE PRODUCT BY LICENSEE.  NO THIRD PARTY, INCLUDING AGENTS, DISTRIBUTORS, OR AUTHORIZED CA RESELLERS IS AUTHORIZED TO MODIFY ANY OF THE ABOVE WARRANTIES OR MAKE ANY ADDITIONAL WARRANTIES ON BEHALF OF CA. CA DOES NOT WARRANT THAT THE PRODUCT WILL MEET LICENSEE’S REQUIREMENTS OR THAT USE OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR FREE.

11.  Licensee may assign this Agreement only if Licensee complies with CA’s then prevailing policies respecting assignment of licenses, which includes a requirement that the scope of use of the Product not be expanded beyond the business of Licensee and the business of Licensee’s majority-owned subsidiaries.

12.  If Licensee breaches any term of this Agreement or if Licensee becomes insolvent or if bankruptcy or receivership proceedings are initiated by or against Licensee, CA shall have the right to withhold its own performance hereunder and/or to terminate this Agreement immediately and, in addition to all other rights of CA, all amounts due or to become due hereunder, if any, will immediately be due and payable to CA or the CA affiliate the Licensee was procuring the Product from.

13.  If Licensee fails to pay the applicable maintenance fee, then Licensee may reinstate maintenance thereafter by paying to CA or the respective CA affiliate a fee equal to 150% of CA’s then prevailing maintenance fee for each year for which the maintenance fee has not been paid.

14.  If a court holds that any provision of this Agreement to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach of this Agreement shall be a waiver of any other breach, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.  Any questions concerning this Agreement should be referred to CA, Inc., One CA Plaza, Islandia, NY 11749, Attention: Worldwide Law Department.

15.  In the event Licensee acquires a license for the Product outside of the United States, the following Sections will apply to the use of the Product:

Notwithstanding the terms of the last sentence of Section 8, the laws of the country in which Licensee acquires a license for the Product shall govern this Agreement, except as otherwise provided below:

Europe, Middle East and Africa

1. In EMEA the CA entity that is the licensor is CA Europe Sàrl (“CA Europe”). CA Europe Sàrl is the licensor for Products which have been made available to Licensee by way of license from CA Europe Sàrl through a local CA subsidiary in EMEA or through an authorized CA reseller. The CA support and maintenance, if any, is being provided by a local CA subsidiary or by an authorized CA reseller.
	
2. EMEA means Europe, Middle East and Africa.

3. Section 9, third sentence and fifth sentence shall only apply to third party rights infringement. Section 9, second sentence is deleted and replaced with:
“CA Europe also warrants that the Product will operate materially in accordance with the applicable specifications set forth within the documentation of the Product subject always to Licensee’s compliance with the terms of this Agreement. If CA Europe has breached this warranty Licensee’s remedy is for CA Europe, in consultation with Licensee, to either (i) use reasonable efforts consistent with industry standards to cure the defect, or (ii) replace the Product with one that materially complies with the documentation. If the defect cannot be cured within a reasonable period of time or if the rectification of the defect or replacement has finally failed, Licensee shall have (i) in case of a subscription license the right to reasonably reduce the fees agreed and/or terminate immediately for cause, if the legal or statutory requirements are met; (ii) in case of a perpetual license, at its option, the right (1) to rescind or reduce the fees agreed in the applicable transaction document and (2) claim damages or to claim reimbursement of futile expenditures. The right to claim damages or futile expenditures shall be subject to the limitations of liability set forth below in section 10. In case of a perpetual license the warranty claims stated herein shall become time-barred within ninety (90) days after delivery of the Product. Warranty remedies are conditioned upon (i) any error or defect complained of is reasonably reproducible by CA Europe, (ii) the Product is not modified and is being used in accordance with the documentation, and (iii) the breach is not attributable in whole or in part to any non-CA product(s) or service(s). The above warranties are the sole warranties provided by CA Europe. No other warranties, including that the Product is error free, whether express or implied, including, without limitation, the implied warranties of satisfactory quality, non-infringement, or suitability and/or the warranty of fitness for a particular purpose are made by CA Europe or its suppliers. If Licensee claims under this warranty section, Licensee is not entitled or eligible to seek the same warranty remedies from any other CA affiliate.”

4. Section 10 is deleted and replaced with:

“10.1	 CA Europe’s liability shall, regardless of the reason for the liability, be unlimited in cases of death or bodily injury or injury of health and damages caused by gross negligence or willful default of CA Europe or the grossly negligent or willful default of CA Europe’s legal representatives or persons whom CA Europe occupies with the performance of its contractual obligations and in cases of liability under the Product Liability Act (“Produktehaftpflichtgesetz”).
10.2	In case of slight negligence CA Europe shall, regardless of the reason for the liability, only be liable, if CA Europe violates an obligation, which is essential for the execution of the Agreement and in the fulfillment of which the other party regularly trusts. In this case, CA Europe’s liability to Licensee will be limited to damages which have been foreseeable and which can typically arise in connection with this Agreement.
10.3	Further to the above CA Europe’s liability to the Licensee for indirect, special and consequential damages (including, without limitation, loss of profits, loss of business, loss of opportunity or loss of goodwill) shall be limited to damages which have been foreseeable and which can typically arise in connection with this Agreement.
10.4 	It is the parties’ understanding that the foreseeable damages that can typically arise in connection with the licenses granted in this Agreement in the meaning of sections 10.2 and 10.3 above shall be limited to a maximum of the fees paid or owed for the then current initial or renewal Term for which the Licensee has procured the Product.
10.5 The liability for loss of data shall be limited to the typical recovery efforts in the case of regular and adequate data back-up.
10.6 	The remedies provided in this Agreement are the exclusive remedies of the parties.”

5. The following sections are added to this Agreement:

“Force Majeure. Except for payment obligations and obligations pertaining to non-disclosure, notwithstanding any contrary provision in this Agreement, neither Party will be liable for any action taken, or any failure to take any action required to be taken, in the event and to the extent that the taking of such action or such failure arises out of causes beyond a party’s control, including, without limitation, war, civil commotion, act of God, strike or other stoppage (whether partial or total) of labor, any law, decree, regulation or order of any government or governmental body (including any court or tribunal).”

“Licensee Data. If Licensee transfers any personal data to CA Europe as a requirement pursuant to any Product, then Licensee represents that (i) it is duly authorized to provide personal data to CA Europe and it does so lawfully in compliance with relevant legislation, (ii) CA Europe and any entity within the CA group of companies (each a "CA entity") or its subcontractors can process such data for the purposes of performing its obligations and (iii) CA Europe may disclose such data to any CA entity and its subcontractors for this purpose and may transfer such data to countries outside of the country of origin. CA, Inc. is Safe Harbour certified and the CA entities have committed to comply with relevant data protection/privacy legislation.”

6. The laws of Switzerland (excluding its conflict of laws provisions) shall govern the construction and enforceability of this Agreement. The parties agree that any action arising under or relating to this Agreement shall lie within the exclusive jurisdiction of the Swiss courts located in Zürich. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.

7. Any questions concerning this Agreement for EMEA should be referred to CA Europe Sàrl located at Building A, Lake Geneva Centre, Route de la Longeraie 9, 1110 Morges, Switzerland, Attention: Worldwide Law Department.

Argentina
The CA subsidiary that is the licensor is CA Argentina S.A.

The last sentence of Section 8 is deleted and replaced with:
This Agreement shall be governed by and interpreted in accordance with the laws of Argentina.  Any dispute hereunder shall be determined by the Tribunales de la Cuidad de Buenos Aires.

The last sentence of Section 14 is deleted and replaced with:
Any questions concerning this Agreement should be referred to CA de Argentina S.A, Avenida Alicia Moreau de Justo, 400, 2 piso, 1107, Buenos Aires – At.: Finance Department.

Australia
The CA subsidiary that is the licensor is CA (Pacific) Pty. Ltd (ABN 20 001 146 345).

The following is added to each of the end of Sections 2, 3 and 10:
Although CA specifies that there are no warranties, Licensee may have certain rights under the Competition and Consumer Act 2010 and other state and territory legislation which may not be excluded but may be limited.  To the full extent permitted by law CA excludes all terms not expressly set out in the express terms of this Agreement, and limits any terms imposed by the Competition and Consumer Act 2010 and other state and territory legislation to the full extent permitted by the applicable legislation.

The last sentence of Section 8 is deleted and replaced with:
The laws of the State or Territory in which the transaction is performed govern this Agreement.

The following is added to Section 10:
Where CA is in breach of a condition or warranty implied by the Competition and Consumer Act 2010 or other state and territory legislation, CA's liability is limited, in the case of goods, to the repair or replacement of the goods, or payment for the repair or replacement of the goods, and in the case of services, the supplying of the services again or payment for the re-supply of the services, as CA may elect.  Where that condition or warranty relates to a right to sell, quiet possession or clear title, in respect of goods or if the goods supplied by CA are of a kind ordinarily acquired for personal, domestic or household use or consumption, then none of the limitations in this Section apply.

Brazil
The CA subsidiary that is the licensor is CA Programas de Computador, Participações e Serviços Ltda.

The last sentence of Section 8 is deleted and replaced with:
This Agreement shall be governed by and interpreted in accordance with the laws of Brazil.  Any dispute hereunder shall be determined by a court of the São Paulo City Hall.

The last sentence of Section 14 is deleted and replaced with:
Any questions concerning this Agreement should be referred to CA Programas de Computador, Participações e Serviços Ltda., Avenida das Nações Unidas, 12901 – 6 andar – Torre Norte – São Paulo – SP, 04578-000, At.: Worldwide Law Department.

Canada
The CA subsidiary that is the licensor is CA Canada Company.

The last sentence of Section 8 is deleted and replaced with:
The laws in the Province of Ontario shall govern this Agreement.

Chile
The CA subsidiary that is the licensor is CA de Chile, S.A.

The last sentence of Section 8 is deleted and replaced with:
This Agreement shall be governed by and interpreted in accordance with the laws of Chile.  Any dispute hereunder shall be determined by the Tribunales Ordinarios de la Cuidad de Santiago.

The last sentence of Section 14 is deleted and replaced with:
Any questions concerning this Agreement should be referred to CA de Chile, S.A, Avenida Providencia 1760, piso 15 – Edificio Palladio, oficina 1501 - 6640709 Providencia - Santiago – At.: Finance Department.

China
The CA subsidiary that is the licensor is CA (China) Co., Ltd.

The second sentence of Section 6 is deleted and replaced with:
All fees are inclusive of VAT.

The last sentence of Section 8 is deleted and replaced with:
This Agreement shall be governed by and interpreted in accordance with the laws of the People’s Republic of China, without regard to its choice of law provisions.  Any dispute hereunder shall be determined by a competent court located in Beijing.

Colombia
The CA subsidiary that is the licensor is CA Software de Colombia S.A.

The last sentence of Section 8 is deleted and replaced with:
This Agreement shall be governed by and interpreted in accordance with the laws of Colombia.  Any dispute hereunder shall be determined by the Tribunales Ordinarios de la Cuidad de Bogotá.

The last sentence of Section 14 is deleted and replaced with:
Any questions concerning this Agreement should be referred to CA Software de Colombia S.A, Edificio  Grupo Santander Central Hispano Torre 2 - Oficina 401 Carrera 7 - Nº 99-53 - Bogotá D.C. - Colombia – At.: Finance Department.

Hong Kong
The CA subsidiary that is the licensor is CA (Hong Kong) Limited which is also its principal place of business at Suites 2301 2306, 23rd Floor, Dah Sing Financial Centre, 108 Gloucester Road, Wanchai, Hong Kong.

The last sentence of Section 8 is deleted and replaced with:
This Agreement shall be governed by and interpreted in accordance with the laws of Hong Kong.  The courts of Hong Kong will have sole and exclusive jurisdiction with respect to any disputes arising out of this Agreement.

The following is added at the end of Section 10: The aforementioned liability limitation and the aforementioned maximum liability amount will not affect or prejudice the statutory rights of the licensee under the sale of goods ordinance, the supply of services (implied terms) ordinance or the control of exemption sections ordinance, nor will they limit or exclude any liability for death or personal injury solely caused by CA's negligence.

India
The CA subsidiary that is the licensor is CA (India) Technologies Private Limited.

The last sentence of Section 8 is deleted and replaced with:
This Agreement and the terms hereof shall be governed and construed in accordance with the laws of India and the courts of Mumbai shall have sole and exclusive jurisdiction with respect to any disputes arising out of this Agreement. In the event the Product is delivered electronically, the said Product shall be made available by CA for downloading from a server situated in a country other than India.

Indonesia (refer to Singapore)

Japan
The CA subsidiary that is the licensor is CA Japan, Ltd.

The third sentence of Section 6 is deleted and replaced with:
Licensee agrees to pay any tariffs, duties or taxes imposed or levied by any government or governmental agency other than the taxes for which CA is responsible upon a presentation of invoices by CA.

The last sentence of Section 8 is deleted and replaced with:
This Agreement shall be governed by and interpreted in accordance with the laws of the country of Japan, without regard to its choice of law provisions.  Any dispute hereunder shall finally be determined by Tokyo District Court located in Tokyo Japan.

The last sentence of Section 14 is deleted and replaced with:
Any questions concerning this Agreement should be referred to CA Japan, Ltd., 2-7-9, Hirakawa-cho, Chiyoda-ku, Tokyo, 102-0093, Japan, Attention: Worldwide Law Department.

Korea
The CA subsidiary that is the licensor is CA Korea Inc., Ltd.

The last sentence of Section 8 is deleted and replaced with:
This Agreement shall be governed by and interpreted in accordance with the laws of Republic of Korea, without regard to its choice of law provisions.

The last sentence of Section 14 is deleted and replaced with:
Any questions concerning this Agreement should be referred to CA Korea Inc., Ltd, City Air Tower (18th Fl.), 159-9, Samsung-Dong, Kangnam-Ku, Seoul 135-973 Korea, Attention: Worldwide Law Department.

Malaysia
The CA subsidiary that is the licensor is CA (Malaysia) Sdn. Bhd.

The last sentence of Section 8 is deleted and replaced with:
This Agreement shall be governed by and interpreted in accordance with the laws of Malaysia.  The courts of Malaysia will have sole and exclusive jurisdiction with respect to any disputes arising out of this Agreement.

The following is added to Section 10:
Although CA specifies that there are no other warranties, Licensee may have certain rights under the Consumer Protection Act 1999 and the warranties are only limited to the extent permitted by the applicable legislation.

Mexico
The CA subsidiary that is the licensor is CA Software de México S.A. de C.V.

The last sentence of Section 8 is deleted and replaced with:
This Agreement shall be governed by and interpreted in accordance with the laws of México.  Any dispute hereunder shall be determined by the Tribunales de la Cuidad de México.

The last sentence of Section 14 is deleted and replaced with:
Any questions concerning this Agreement should be referred to CA Software de México S.A. de C.V, Av. Miguel de Cervantes Saavedra 193, Suite 502, Col. Granada, Mexico City, MX 11500 – At.: Finance Department.

New Zealand
The CA subsidiary that is the licensor is CA Pacific (NZ) Ltd.

Notwithstanding the final sentence of Section 6, the applicable interest charge on invoices unpaid by Licensee is 1.5% per month.

The last sentence of Section 8 is deleted and replaced with:
This Agreement shall be governed by and interpreted in accordance with the laws of New Zealand.  The courts of New Zealand will have sole and exclusive jurisdiction with respect to any disputes arising out of this Agreement.

The following is added to Section 10:
Although CA specifies that there are no warranties, Licensee may have certain rights under the Consumer Guarantees Act 1993 or other legislation which cannot be excluded or limited.  The Consumer Guarantees Act 1993 will not apply in respect of any goods or services which CA supplies, if Licensee acquires the goods and services for the purposes of a business as defined in that Act.  Where the Product is not acquired for the purposes of a business as defined in the Consumer Guarantees Act 1993, the limitations in this Section are subject to the limitations in that Act.

The following is added to Section 12:
CA’s rights under this Section shall also apply if any resolution is passed or proceedings are commenced for the liquidation or winding up of Licensee.

Peru
The CA subsidiary that is the licensor is CA de Peru S.A.

The last sentence of Section 8 is deleted and replaced with:
This Agreement shall be governed by and interpreted in accordance with the laws of Peru.  Any dispute hereunder shall be determined by the Tribunales Ordinarios de La Cuidad de Lima.

The last sentence of Section 14 is deleted and replaced with:
Any questions concerning this Agreement should be referred to CA de Peru S.A, Avenida Paseo de La Republica, 3211, Piso 11, San Isidro, Lima 27, Peru – At.: Finance Department.

Philippines
The CA subsidiary that is the licensor is Philippine Computer Associates International, Inc.

The first eight sentences of Section 8 are deleted and replaced with:
Title to the Product and all modifications thereto shall remain with CA.  The Product is a trade secret and the proprietary property of CA or its licensors.  Licensee agrees that CA may use any feedback provided by Licensee related to the Product for any CA business purpose, without requiring consent including reproduction and preparation of derivative works based upon such feedback, as well as distribution of such derivative works. Usage rights respecting the Product may not be exchanged for any other CA product.  Licensee and its employees will keep the Product and the terms of this Agreement strictly confidential.  To the maximum extent permitted by applicable law, Licensee will not disclose, de-compile, disassemble nor otherwise reverse engineer the Product.

The last sentence of Section 8 is deleted and replaced with:
This Agreement shall be governed by and interpreted in accordance with the laws of the Philippines.  The courts of Makati City will have sole and exclusive jurisdiction with respect to any disputes arising out of this Agreement.

Section 12 is deleted and replaced with:
If Licensee breaches any term of this Agreement or if Licensee becomes insolvent or if bankruptcy or receivership proceedings are initiated by or against Licensee, CA shall have the right to withhold its own performance hereunder and/or to terminate this Agreement immediately upon notice and, in addition to all other rights of CA, all amounts due or to become due hereunder will immediately be due and payable to CA.

Singapore
The CA subsidiary that is the licensor is CA (Singapore) Pte. Ltd.

The last sentence of Section 8 is deleted and replaced with:
This Agreement shall be governed by and interpreted in accordance with the laws of Singapore.  The courts of Singapore will have sole and exclusive jurisdiction with respect to any disputes arising out of this Agreement.

The following is added to the end if Section 9:
To the full extent permitted by applicable law, CA disclaims all implied conditions or warranties of satisfactory quality or fitness for purpose.

Taiwan
The CA subsidiary that is the licensor is CA (Taiwan) Limited whose registered office is situated at 17F/B, No. 167, Tun Hwa North Road, Taipei City 105, Taiwan.

The second sentence of Section 6 is deleted and replaced with:
All fees are exclusive of VAT.

The last sentence of Section 8 is deleted and replaced with:
This Agreement shall be governed by and interpreted in accordance with the laws of Taiwan, without regard to its choice of law provisions.  Any dispute hereunder shall be determined by Taipei District Court.

Thailand
The CA subsidiary that is the licensor is CA Sales (Thailand) Co., Ltd.

The last sentence of Section 8 is deleted and replaced with:
This Agreement shall be governed by and interpreted in accordance with the laws of Thailand.  The courts of Thailand will have sole and exclusive jurisdiction with respect to any disputes arising out of this Agreement.

Venezuela
The CA subsidiary that is the licensor is Computer Associates (CAI) de Venezuela, CA.

The last sentence of Section 8 is deleted and replaced with:
This Agreement shall be governed by and interpreted in accordance with the laws of Venezuela. Any dispute hereunder shall be determined by the Tribunales Ordinarios de la Cuidad de Caracas.

The last sentence of Section 14 is deleted and replaced with:
Any questions concerning this Agreement should be referred to Computer Associates (CAI) de Venezuela, CA, Avenue Francisco de Miranda, Centro Lido, Torre B, pisso 5, officina B-51, El Rosal, Caracas 1060, Venezuela – At.: Finance Department.

16.  If the Product contains third party software, and the licensor requires the incorporation of specific license terms and conditions for such software into this Agreement, those specific terms and conditions, which are hereby incorporated by this reference, are located below this Agreement.

Licensee acknowledges that this license has been read and understood and by downloading, installing, or using the Product, or by selecting the "I accept the terms of the License Agreement " radio button, licensee accepts its terms and conditions.  Licensee also agrees that this license (including any order form referencing this Agreement and any terms relating to third party software which are set forth below this Agreement) constitutes the complete Agreement between the parties regarding this subject matter and that it supersedes any information licensee has received relating to the subject matter of this Agreement, except that this Agreement (excluding the third party terms below) will be superseded by any written Agreement, executed by both licensee and CA, granting licensee a license to use the product.  This Agreement may only be amended by a written Agreement signed by authorized representatives of both parties.

# Third Party Terms

NONE

#

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BY DOWNLOADING, INSTALLING, OR USING THE PRODUCT, YOU ARE ACCEPTING THE TERMS AND CONDITIONS OF THIS AGREEMENT AS SET FORTH ABOVE.