By submitting your application to the CA TechPartner Program (the “Program”) you are entering into a legal agreement with CA, Inc., a Broadcom company and its subsidiaries and affiliates, (“Broadcom”), on behalf of your employer, company or affiliated entity, and agree to the terms and conditions of this CA TechPartner Program Agreement and any additional terms referenced herein (collectively the “Agreement”). This Agreement governs your access to and participation in the Program. If you do not agree to these terms, or do not have the authority to enter into this Agreement you must not apply to the Program. This Agreement becomes binding upon official notice to you from Broadcom that you have been accepted into the Program (the “Effective Date”). Notice of your acceptance into the Program will be provided electronically and sent to the e-mail address provided in your application. In the event Broadcom needs to contact you for more information prior to your acceptance, Section 7 Confidentiality of this Agreement will apply to any such communications.
You should check these terms often, as this Agreement may be updated, modified or changed from time-to-time with or without notice. Broadcom will make reasonable attempts to notify you via e-mail 30 days prior to material updates or modifications taking affect. Your continued participation in the Program will be deemed your acceptance of the new terms.
1. License Grant
a) Upon formal acceptance into the Program, Broadcom grants you a revocable, non-sublicensable, non-exclusive, non-transferable, internal-use license to the applicable Broadcom software or SaaS product, including any related materials, libraries, APIs etc., made available to you by Broadcom for use under this Agreement (collectively the “CA Offering”) to test, support , create integrations, or demonstrate interoperability with your software or hardware subject to the terms and conditions herein (the “Development Project”). You may only use the Broadcom Offering in object-code format, on computers controlled exclusively by you, at the location indicated on your Program application (the “Development Site”).
b) You grant Broadcom a worldwide, royalty-free, perpetual, irrevocable license to utilize and exploit any feedback you provide related to a Broadcom Offering for any commercial purpose without further permission from you.
c) Except as expressly set forth herein, no license or right is granted hereunder to you, whether expressly or by implication, estoppel or otherwise, to use, execute, reproduce, display, perform, distribute internally or externally, sell, license, sublicense or otherwise transfer copies of or prepare derivative works based upon any portion of the Broadcom Offering.
2. Your Obligations
a) If there is a fee for the to participate in the Program you agree to pay all fees required to participate in the Program. All fees are due and annually payable within 45 days of the date of invoice.
b) You may not use the Broadcom Offering in your internal production environment, or for competitive analysis or benchmarking of any kind.
c) You must restrict the use of the Broadcom Offering to your employees and contractors that have a genuine need to have such access in accordance with this Agreement. You are responsible for the performance and obligations of all such contractors.
d) You must obtain written permission from Broadcom prior to any change of the Development Site. Broadcom may ask you to certify in writing that the Broadcom Offering has been moved to the new Development Site and is no longer in use at the prior Development Site.
e) You may make a copy of the Broadcom Offering solely for the back-up and archival purposes.
f) You have all rights, permissions and licenses to enter into and perform your obligations under this Agreement.
g) You will not directly or indirectly allow, authorize, or assist others to reverse engineer, reverse assemble, reverse compile, or in any other manner attempt to translate or to discover the source code, or to discover the internal logic flow of the Broadcom Offering.
h) You are strictly prohibited from using the Broadcom Offering(s) with any technology other than the software or hardware listed on your Program application form.. Under no circumstance shall you use the Broadcom Offering to develop or market any conversion utility or aid specific thereto that would enable users to convert from the Broadcom Offering to an alternative product, nor will you utilize the Broadcom Offering to assist in the development, design or sale of a computer software program that is intended to provide similar functionality as the Broadcom Offering.
3. Broadcom Obligations
a) Broadcom will provide support and maintenance for the applicable Broadcom Offering in accordance with the support policy found at casupport.broadcom.com.
b) Broadcom may, in its sole discretion, provide technical assistance for your Development Project.
4. Use of Marks
a) In accordance with these terms and upon acceptance into the Program, Broadcom grants you a non-exclusive, revocable, non-transferable personal right to use the CA trademarks, trade names, service marks and logos provided to you through the Program (the “Broadcom”). You may use the Broadcom logo to indicate that you are a member of the Program and/or that Broadcom has validated your Development Project. All other uses of Broadcom Marks are expressly prohibited. You must not use any Broadcom Mark indicating that you have received validation unless Broadcom has formally validated you via email.
b) All Broadcom Marks remain the exclusive property of Broadcom. You will not register the Broadcom Marks or take any action that will jeopardize Broadcom’s proprietary rights in the marks. You agree to cooperate with Broadcom’s instructions and quality control procedures in the marks. You agree that you will submit all advertising and marketing material referencing Broadcom, the marks and/or the Program to Broadcom for approval prior to publication. Broadcom, in its sole discretion, reserves the right to terminate your license to use the Broadcom Marks, and/or require you to remove or take down any advertising or marketing materials related to Broadcom. You agree that you will use best efforts to comply with a Broadcom take down request within 24 hours.
c) You agree that Broadcom may indicate that you are a member of the Program by publicly displaying your company name and/or logo in print or digital form.
You shall indemnify CA and defend and hold CA harmless from and against any claims arising from or related to: (i) the actual or alleged infringement by your software, hardware, or Development Project of any third-party intellectual property rights; (ii) statements and representations made by you in advertising, product packaging, documentation and any other marketing collateral regarding the features and functionality of your software, hardware, or Development Project including but not limited to the interoperability and compatibility of your software or hardware with the CA Offering(s); (iii) breach of your obligations hereunder; or (iv) the actual or alleged incompatibility of your software or hardware with the CA Offering(s).
6. Validation Testing
You agree that upon Broadcom’s request or as required in specific Broadcom Offering documentation, you will submit your Development Project for any and all validation testing required by Broadcom. Broadcom, in its sole discretion, may perform the validation itself or require that your Development Project be validated by a third party to confirm that it is compatible with the version of the Broadcom Offering. The third party testing agency will be designated by Broadcom and may be subject to additional terms and/or fees. You agree to release and hold Broadcom harmless from any liability arising from the performance of validation by a third-party laboratory.
Validation by Broadcom is specific to a version and/or release of the Broadcom Offering. Broadcom may update or change the Broadcom Offering at any time and does not guarantee that your Development Project will remain compatible. Broadcom reserves the right to withdraw your validation approval immediately in the event you fail to comply with this Agreement or your Development Project is no longer compatible with the Broadcom Offering.
The parties acknowledge that during the term of this Agreement one party may disclose to the other party in writing or orally, information that relates to the disclosing party’s software, technology, past, present or future research, development or business activities, including, without limit, confidential, proprietary and technical information hereinafter referred to as “Confidential Information”. The receiving party agrees: (i) to hold such Confidential Information in strict confidence and employ precautions at least as protective as the precautions it uses to protect its own confidential information; (ii) to use such Confidential Information for the sole purpose of the Development Project and in accordance with this Agreement; (iii) to keep such Confidential Information separate and apart from materials not relating to this Agreement; and (iv) to disclose such Confidential Information only to those employees and contractors who have a need to know such information. “Confidential Information” shall not include information which is: (i) independently developed by the receiving party without use of the disclosing party’s Confidential Information; (ii) made available by the disclosing party to the public or to other parties without obligation of confidentiality; (iii) previously known by the receiving party prior to the time of disclosure; or (iv) approved for disclosure by the disclosing party.
Broadcom shall have the right to use Residuals (as defined below) for any purpose, including but not limited to use in independent development, manufacture, promotion, sale and maintenance of its products and services, without paying any form of compensation to you. “Residuals” means information in a non-tangible form retained in the unaided memories of CA or its employees, contractors or other representatives who have had rightful access to the Development Project(s) and related materials and concepts. A memory is considered unaided if the representative has not intentionally memorized the information for the purpose of retaining and subsequently using or disclosing it. Broadcom, and/or its contractors, may perform the same or similar developments for the benefit of Broadcom, Broadcom’s customers or other third parties without restriction or qualification. Exposure to a Development Project or any related documentation shall not affect a Broadcom employee or contractor’s ability to work on similar projects.
Broadcom shall retain all title, copyright, patent, trademark, trade secret and other intellectual property rights in or relating to the Broadcom Offerings and Broadcom Marks, and any related copies, partial copies, compilations, modifications, enhancements, changes, derivative works or translations thereto. You acknowledge and agree that by disclosing Broadcom Confidential Information to you hereunder, Broadcom does not grant any express, implied or other license or right to you under any patent, copyright or other intellectual property right of CA except as expressly set forth herein. CA reserves all rights not expressly granted in this Agreement.
9. Limitation of Liability
THE BROADCOM OFFERINGS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. BROADCOM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. EXCEPT FOR (i) BREACH OF CONFIDENTIALITY (ii) BREACH OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS OR (iii) AS MAY ARISE IN CONNECTION WITH YOUR OBLIGATIONS OF INDEMNIFICATION, IN NO EVENT WILL EITHER PARTY BE LIABLE TO OTHER PARTY OR ANY OTHER PARTY FOR ANY INDIRECT DAMAGE (INCLUDING BUT NOT LIMITED TO, INCIDENTAL, CONSEQUENTIAL AND SPECIAL DAMAGES, LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, LOST REVENUES, AND PUNITIVE DAMAGES) WHICH MAY ARISE FROM THE USE, OPERATION, OR MODIFICATION OF THE BROADCOM OFFERINGS AND/OR CA MARKS OR OTHERWISE UNDER THIS AGREEMENT. BROADCOM’S MAXIMUM LIABILITY FOR ANY DIRECT DAMAGES SHALL BE LIMITED TO THE AMOUNTS PAID BY YOU HEREUNDER.
10. Term & Termination
Unless provided otherwise, this Agreement will automatically renew on an annual basis on the Effective Date. Either party may terminate this agreement at any time for any reason, provided however, that any payment obligations and Sections 1(b), 1(c), 2, 4(a), 4(b), 5, and 7 through 11 shall survive termination. Upon any termination or expiration, You shall cease use of and destroy all copies of the Broadcom Offering. If requested by Broadcom, You will certify to Broadcom in writing that the Broadcom Offering and all copies thereof have been destroyed and deleted from any computer libraries or storage devices and are no longer in use by You.
11. General Terms
You agree that Broadcom may, during normal business hours and without cost to Broadcom, access the machine(s) upon which the Broadcom Offerings are being used to conduct a review of your compliance with the provisions of this Agreement. Broadcom agrees to provide you reasonable notice and comply with the applicable confidentiality and security provisions you provide.
This Agreement shall be governed and interpreted in accordance with the law of the State of California, excluding its conflicts of laws provisions. If any provision of this Agreement is invalid under applicable statute or rule of law, it will be deemed omitted and will not render invalid any other provision herein. No delay or failure of either party in exercising any rights hereunder shall be deemed of itself to constitute a waiver of such rights or any rights hereunder. You may not assign or delegate your duties under this Agreement without prior written consent from Broadcom.
Except where otherwise stated, any notices required or permitted to be given under this Agreement shall be deemed sufficiently given if delivered by hand, mailed by registered or certified mail, prepaid postage and return receipt requested or sent by overnight courier (which a confirmation of delivery obtained) to you, with the address you provide when applying to the Program, or to CA at the following address:
CA, Inc., a Broadcom Company
Attn: Contracts Manager, Legal
1320 Ridder Park Drive
San Jose, CA 95131
This Agreement and the information which is incorporated into this Agreement by reference, together with any program guides or Broadcom materials you receive from Broadcom form the entire agreement between you and Broadcom as it pertains to your participation in the Program and supersedes all prior or contemporaneous agreements or representations, written or oral, regarding your membership in the Program. The order of precedence from greatest to least shall be 1) the Program acceptance notice 2) the additional terms referenced herein 3) these terms and conditions.