Terms of Service

Welcome to CloudFoundry.com, an instance of the Cloud Foundry open platform as a service operated by GoPivotal, Inc.("Pivotal") By using or accessing any of the services offered through CloudFoundry.com ("Service Offering(s)") you agree to be bound by these terms of service between you and Pivotal, Inc. (the "Agreement").

If you do not agree to this Agreement, you must not use or access the Service Offering. If you are accepting this Agreement on behalf of an organization (and not for you as individual), you represent and warrant that you have legal authority to bind that organization, and you hereby enter into this Agreement on behalf of that organization. "You" means the entity accepting this Agreement. "Pivotal," "we," or "us" means Pivotal, Inc., a Delaware corporation. Capitalized terms used in the Agreement are defined throughout the Agreement and in Section 14.

1. The Service Offering.

1.1 Generally. We will provide the Service Offering to you in accordance with the terms of this Agreement. We may deliver the Service Offering to you with the assistance of our affiliates, licensors and providers. You will comply with all laws, rules and regulations applicable to your use of the Service Offering, and with the Third Party Terms, the Service Description, and the Support Policy.

1.2 Access to the Service Offering. You may access and use the Service Offering for solely your own benefit (or the benefit of your organization). To access the Service Offering, you must register for the Service Offering and set up an authorized account with Login Credentials. You shall keep your Login Credentials confidential. If you set up an authorized account for an organization, you will require that all users whom you authorize to use that account (which may include third parties who provide services to you) to keep their Login Credentials confidential and not share their Login Credentials with any unauthorized person. You will keep your registration information accurate, complete and current as long as you continue to use the Service Offering. You are responsible for any use that occurs under your Login Credentials. If you believe an unauthorized user has gained access to your Login Credentials, you shall notify us as soon as possible. Neither we nor our affiliates are responsible for any unauthorized access to or use of your account.

1.3 Other Terms and Conditions.

1.4 Third Party Content. As part of your use of the Service Offering, You may be provided with access to third party data, services, content, software or applications, including open source software (together, "Third Party Content") under separate terms or with separate fees. We make this Third Party Content available on an "AS IS" basis without indemnification or support and disclaim all warranties of any kind (including warranties of merchantability, fitness for a particular purposes, and non-infringement), expressed or implied. You are responsible for reviewing, accepting, and complying with any third party terms of use or other restrictions applicable to the Third Party Content. The Service Offering may also include access to "buildpacks" developed by a third party, some of which you may use only for development, and not for production, purposes. These limited use buildpacks are listed at run.pivotal.io/limited_use_buildpacks.

For Third Party Content that is available in the Cloud Foundry Marketplace, the third party terms may be available to you through the marketplace. For other Third Party Content that is provided outside the marketplace, the terms will be available to you through a notification within the Service or the Third Party Terms. It is your responsibility to check the Third Party Terms available on each 3rd party provider's website or at run.pivotal.io/terms, which we may modify from time to time, for any terms or restrictions applicable to your use of Third Party Content. We may provide billing and related services associated with the Third Party Content, but do not provide any support for the Third Party Content unless otherwise set forth in the terms specified at cloudfoundry.com/ support. We reserve the right to suspend or terminate the Third Party Content at any time but will use commercially reasonable efforts to provide reasonable notice of the termination or suspension.

1.5 Beta Features. We may make certain features or functionality within the Service Offering available to you on a beta basis. If you use these beta features or functions, you may only use them for evaluation purposes and for the period that we specify. We provide these beta features and functions on an "AS-IS" basis without indemnification or support and disclaim all warranties of any kind (including warranties of merchantability, fitness for a particular purposes, and non-infringement), express or implied. Any beta features or functionality made available for evaluation do not constitute an implied commitment to offer to you or anyone such features and functionality as part of the Service Offering on a generally available basis.

1.6 Free/Open Source Software. The underlying open source code for the Service Offering is made available to you under a combination of free or open source licenses, which can be found in the open_source_licenses.txt file (or similar file) in the Cloud Foundry source code. You may obtain a copy of these licenses and any source code (and modifications) that we are required to make available under these licenses (the "Source Files") at http://github.com/cloudfoundry. You may also obtain a copy of the applicable Source Files by sending a written request, with your name and address to: GoPivotal, Inc., 1900 S. Norfolk St., Suite 125, San Mateo, CA 94403. All such requests should clearly specify: Open Source Files Request, Attention: General Counsel. This offer to obtain a copy of the Source Files is valid for three years from the date you first acquired access to the Service Offering.

1.7 Relationship Data. We may collect Relationship Data. We use Relationship Data to manage your account, send you notifications, deliver services or information, bill you for purchased services, improve services, monitor compliance and provide support. We use and share Relationship Data to provide the Service Offering to you, including sharing with our affiliates as described above and entities who provide payment processing and other services to us necessary to enable us to support the Service Offering, and as required by applicable law.

1.8 Usage Data. We may collect Usage Data. We use Usage Data to track and manage our infrastructure, network storage, and software for billing, capacity planning and other product forecasting and improvement purposes. We may share Usage Data with our affiliates and third party providers to fulfill our contractual obligations such as software license consumption and reporting.

2. Your Content

2.1 Access to Your Content. You are solely responsible for Your Content. We are only acting as a passive conduit for the online distribution and publication of Your Content. We access Your Content to provide the Service Offering to you (which we may do with the assistance of affiliates, service providers and contractors), perform or enforce contractual obligations, or comply with applicable law.

For example, we may need to process Your Content (or provide it to one of our affiliates, services providers, or contractors) to prevent or address service or technical problems, to provide customer support, to detect, prevent or address fraud, technology or security issues, to protect against harm to the rights, property or safety of us, our users or the public, or to respond to a subpoena, warrant, audit or agency action.

2.2 Security. You are responsible for protecting the security of Your Content, including any access you might provide to Your Content by your employees, customers or other third parties. You will properly configure and use the Service Offering so that it is suitable for your use. You will take and maintain appropriate security, protection and backup for Your Content, which may include the use of encryption technology to protect Content from unauthorized access. You will protect the privacy of any of your users' data (including by implementation of a privacy policy that complies with applicable law), provide any necessary notices to your users, and obtain any legally-required consents from your users concerning your use of the Service Offering. You are responsible for complying with any laws or regulations that might apply to the Your Content and you understand that the Service Offering is not intended for data regulated by the Health Insurance Portability and Accountability Act. You are responsible for any consequences if Your Content is inadvertently exposed or lost and you have not encrypted, backed up or otherwise taken steps required by the relevant laws or regulations to protect Your Content. Pivotal will use commercially reasonable efforts to notify You, taking into account any applicable law, regulation, or governmental request.

2.3 Transfer of Data. You consent that we may store Your Content in the United States or, if you instruct us, any other country in which we have a data center. By uploading Your Content into the Service Offering, you may transfer and access Content from around the world, including to and from the United States. To the extent you provide Your Content in connection with customer support, you consent that we may handle Your Content in any country in which we or our agents maintain facilities. It is your responsibility to ensure that you comply with applicable law when you transfer data across geographies.

3. Acceptable Use.

3.1 General Restrictions. You will not and will not permit any third party to, as solely determined by us: (a) use the Service Offering to violate or encourage the violation of the rights of others (including intellectual property rights); (b) use the Service Offering to engage in or promote gambling, pornography, illegal activities, (c) circumvent or violate the restrictions of the Service Offering as described in this Agreement or Services Descriptions; (d) reverse engineer, or otherwise attempt to derive source code from the Service Offering, unless we make the source code publicly available; (e) disable, interfere with, disrupt, or circumvent any aspect of the Service Offering, including the integrity or performance of the Service Offering, or third-party content or data provided through the Service Offering; (f) access or use the Service Offering in a way intended to avoid recurring fees or exceeding usage limits; or (g) resell or sublicense the Service Offering. You must ensure that any of your users comply with the terms of this Agreement, and you agree that if you become aware of any violation by one of your users, you will terminate that user's access to Your Content immediately.

If we have reason to believe that you or your users have breached this Agreement or our Privacy Policy, we or our designated agent may review your use of the Service Offering, including your account, Your Content, and records, to verify your compliance with this Agreement.

3.2 Content Restrictions. You will take steps to ensure that your authorized users and third party users who access any service you provide with the Service Offering do not post Content that: (a) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to an authorized user, or any other person or entity; (b) may create a risk of any other loss or damage to any person or property; (c) may constitute or contribute to a crime or tort; (d) contains any information or content that is unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, or otherwise objectionable; (e) contains any information or content that is illegal; or (f) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships. You represent and warrant that the Content does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights, and rights of publicity and privacy. You shall ensure that your use of the Service Offering complies at all times your privacy policies and all applicable local, state, federal and international laws and regulations, including any encryption requirements.

3.3. Violations of Acceptable Use. If you become aware that any of Your Content or your user's use of Your Content violates Section 3.1 or 3.2, you shall immediately suspend or remove the applicable Content or suspend access the end user's access. If you fail to do so, we may ask you to do so. If you fail to comply with our request within twenty-four hours, we may suspend your account or disable the applicable content until you comply with our request.

3.4 Notification Of Infringement Concerns. If you believe that your copyrighted work has been copied and is accessible on our website in a way that constitutes copyright infringement, please send a notice to us as further detailed at https://www.cloudfoundry.com/dmca.

4. IP Ownership.

4.1 Ownership of Service Offering. We and our licensors own and retain all right, title and interest in and to the Service Offering, including all improvements, enhancements, modifications and derivative works thereof, and all Intellectual Property Rights therein. This includes any information that we collect and analyze in connection with the Service Offering, such as usage patterns, user feedback and other information to improve and evolve our software products and services offerings. Your rights to use the Service Offering are limited to those expressly granted in this Agreement. No other rights with respect to the Service Offering or any related Intellectual Property Rights are implied.

4.2 Ownership of Content. You and your authorized users retain all right, title and interest in and to your Content and all Intellectual Property Rights therein. Our rights to access and use your Content are limited to those expressly granted in this Agreement. No other rights with respect to your Content or any related Intellectual Property Rights are implied.

4.3. Feedback. If you provide comments, suggestions and other feedback (the "Feedback") to us regarding the Service Offering, you agree that we will be free to use any Feedback you provide for any purpose. You hereby grant to us a non-exclusive, perpetual, irrevocable, royalty-free, transferable, worldwide right and license, with the right to sublicense, to use, reproduce, perform, display, disclose, distribute, modify, prepare derivative works of and otherwise use the Feedback without restriction in any manner now known or in the future conceived and to make, use, sell, offer to sell, import and export any product or service that incorporates the Feedback.

5. Payment and Taxes.

5.1 Terms. You shall pay all fees in the amount, currency and through the process specified at the time you purchase any fee-bearing Service Offering or as described in the Cloud Foundry Marketplace. The fee schedule is set forth at www.cloudfoundry.com (and in the Cloud Foundry Marketplace) and we may revise the schedule from time to time. We are not required to provide any fee-bearing Service Offering to you until you provide all information we require for processing your request. Your request for a fee-bearing Service Offering will be deemed accepted when we authorize the purchased Service Offering for your Login Credentials. If your usage of the Service Offering exceeds the amount for which you have paid, we will bill you for applicable, additional fees, and you will promptly pay us for the billed amounts. Except as expressly set forth in this Agreement, fees are non-refundable and amounts not paid when due shall incur a late fee equal to the lesser of one and one-half percent (1.5%) per month or the maximum amount allowed by applicable law. We may suspend the delivery of the Service Offering while any payment is delinquent.

5.2. If you provide us with your credit card information, you are agreeing to automatic credit card payments for each billing cycle until you cancel your account by (a) deleting your "organization" from the org settings within the Cloud Foundry Web Console or b) stopping each application in your "organization" using the "cf stop " command line and shutting down or deleting your account for each third party service that you are using from the Cloud Foundry marketplace (instructions vary by third party service, see the applicable terms from each provider). You will receive a statement at the end of every billing cycle and you will have 7 days to review your statement and notify us of any corrections. We will not request additional authorization before processing each monthly payment after the review period. Billing cycles start and end based on the monthly anniversary date determined when you created your account.

5.3 Taxes. Service Offering fees are exclusive of taxes, and you shall pay or reimburse us for all taxes arising out of transactions contemplated by this Agreement. You may not withhold any portion of payments due under this Agreement "Taxes" means any sales, use, gross receipts, business and occupation, and other taxes (other than taxes on our income), export and import fees, customs duties and similar charges imposed by any government or other authority. You hereby confirm that we can rely on the name and address you provide to use when you sign up for the Service Offering or in connection with your payment method as being the place of supply for sales tax and income tax purposes or as being the place of supply for VAT purposes where you have established your business.

6. Temporary Suspension.

6.1 Generally. Upon prior written notice to you, we may suspend your use of the Service Offering if we reasonably determine: (a) payment for the Service Offering is delinquent by 30 days from the date on which payment is due; (b) you or your use of the Service Offering is in breach of this Agreement; (c) you fail to address our request to take action as specified in Section 3.3; (d) your use of the Service Offering poses a security risk to the Service Offering or other users of the Service Offering; or (d) suspension is required pursuant to our receipt of a subpoena or other request by a law enforcement agency.

6.2 Effect of Suspension. You will remain responsible for all fees incurred before or during the suspension.

7. Term and Termination.

7.1 Term of Agreement. This Agreement will be effective through the Subscription Term, unless terminated earlier as permitted under the Agreement.

7.2 Termination for Cause. We may terminate this Agreement effective immediately by sending you an email notification of termination if: (a) you breach any provision in Sections 3.1 or 3.2; (b) you do not resolve the underlying cause (other than a subpoena or request by law enforcement); (c) you breach any other provision of this Agreement and don't cure the breach within thirty (30) days after receiving an email identifying the breach from us; or (d) you commit a material breach that is not capable of being cured.

7.3 Termination for Insolvency. We may terminate this Agreement effective immediately upon sending you an email notification of termination if you: (a) terminate or suspend your business; (b) become insolvent, admit in writing your inability to pay your debts as they mature, make an assignment for the benefit of creditors; or become subject to control of a trustee, receiver or similar authority; or (c) become subject to any bankruptcy or insolvency proceeding.

7.4 Termination for Convenience. You may terminate this Agreement at any time by cancelling your authorized account. If you have paid us any pre-paid fees, and are entitled to a refund as set forth in the applicable payment terms, we will refund you on a pro-rata basis any unused fees.

7.5 Effect of Termination. Upon the termination of this Agreement for any reason: (a) all rights granted to you under this Agreement, including your ability to access any of Your Content stored in the Service Offering, will immediately terminate; and (b) you must promptly discontinue all access or use of the Service Offering and delete or destroy any of our Confidential Information. For a period of 30 days following the termination, we will not delete Your Content as a result of this termination, although you will cease to have access to the Service Offering or Your Content during this period. Sections 1.6 (Free/Open Source Software), 1.7 (Relationship Data), 3 (Acceptable Use) 4 (IP Ownership), 5 (Payment and Taxes), 7 (Term and Termination), 9 (Disclaimer), 11 (Limitation of Liability), 12 (Confidential Information), 13 (General), and 14 (Definitions), will any survive the termination of this Agreement. Termination of the Service Offering (unless such termination is permitted under Section 13.3 of this Agreement) will not entitle you to any refunds, credits, or exchanges, and you will be liable for all monthly billing fees for the remainder of the Subscription Term after termination, as well as all usage and other fees incurred up to the termination date.

8. Support and Subscription Services.

Subject to the terms of this Agreement, we shall provide you with support for the Service Offering in accordance with the terms specified at cloudfoundry.com/support. We will provide support only to you and not to your end users.

9. Disclaimer.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR LICENSORS AND SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE) REGARDING OR RELATING TO THE SERVICE OFFERING, THE DOCUMENTATION, OR ANY MATERIALS OR SERVICES FURNISHED OR PROVIDED TO YOU UNDER THIS AGREEMENT. WE AND OUR LICENSORS AND SERVICE PROVIDERS DO NOT WARRANT THAT THE SERVICE OFFERING WILL OPERATE UNINTERRUPTED OR THAT IT WILL BE FREE FROM DEFECTS OR THAT THE SERVICE WILL MEET (OR IS DESIGNED TO MEET) YOUR BUSINESS REQUIREMENTS.

10. Indemnification.

You will defend and indemnify us against any third party claim arising from or relating to: (a) Your Content; (b) any infringement or misappropriation of any Intellectual Property Rights by you, your customers or your suppliers; (c) violation of law by you; (d) your use of the Service Offering in violation of this Agreement, or (e) your use of any Third Party Content. We will (i) provide you with notice of such claim within a reasonable period of time after learning of the claim; and (ii) reasonably cooperate in response to your requests for assistance. You may not settle or compromise any indemnified claim without our prior written consent.

11. Limitation of Liability.

11.1 Limitation of Liability. TO THE MAXIMUM EXTENT MANDATED BY LAW, IN NO EVENT WILL WE OR OUR LICENSORS BE LIABLE FOR ANY LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE OF THE SERVICE OFFERING, LOSS OF REVENUE, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OF DATA, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE. IN ADDITION, OUR AND OUR LICENSORS' LIABILITY UNDER THIS AGREEMENT WILL NOT, IN ANY EVENT, REGARDLESS OF WHETHER THE CLAIM IS BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EXCEED THE AGGREGATE FEES YOU PAID TO US FOR THE SERVICE OFFERING IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO YOUR CLAIM REGARDLESS OF WHETHER WE OR OUR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW ALL OR SOME OF THE FOREGOING EXCLUSIONS OR LIMITATIONS OF LIABILITY, THE PRECEDING LIMITATION MAY NOT APPLY TO YOU.

11.2 Further Limitations. Our licensors and service providers shall have no liability of any kind under this Agreement and our liability with respect to any third party software or third party content provided with the Service Offering is subject to Section 11.1. You may not bring a claim under this Agreement more than eighteen (18) months after the cause of action arises.

12. Confidential Information.

12.1 Protection. A party may use Confidential Information of the other party solely to exercise its rights and perform its obligations under this Agreement or as otherwise permitted under this Agreement. Each party will disclose the Confidential Information of the other party only to the employees, affiliates, service providers, or contractors of the recipient party who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than each party's duty hereunder. Each party will use reasonable care to protect the confidentiality of the other party's Confidential Information.

12.2 Exceptions. Recipient's obligations under Section 12.1 with respect to any Confidential Information will terminate if recipient can show by written records that such information: (a) was already known to recipient at the time of disclosure by the other party; (b) was disclosed to recipient by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of recipient has become, generally available to the public; or (d) was independently developed by recipient without access to, or use of, discloser's Confidential Information. Recipient may disclose Confidential Information to the extent that the disclosure is required by law or regulation. The recipient shall provide the other party notice, when practicable, and shall take reasonable steps to contest and limit the scope of any required disclosure.

13. General.

13.1 Assignment. You may not assign or transfer this Agreement, in whole or in part, by operation of contract, law or otherwise, without our prior written consent. Any attempted assignment or transfer in violation of the foregoing will be null and void. Subject to these limits, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns. We may assign the Agreement in whole or in part to an affiliate or subsidiary with sufficient financial standing to meet its obligations under this Agreement or as part of a corporate reorganization or a sale of our business, and we may transfer your Content and Confidential Information as part of any such assignment.

13.2 Notices. Any notice delivered by us to you under this Agreement will be delivered by email or by posting on our portal, except as otherwise set forth in this Agreement.

13.3 Modifications. We may change periodically the Service Offering, the terms of your access to the Service Offering, this Agreement, the Service Description, the Third Party Terms, the Service Level Agreement, or the Support Policy. It is your responsibility to regularly check the Service Offering console for updates. We will notify you of any material detrimental change to the Service Offering or this Agreement by sending you an email or by posting a notice of the modification on the Service Offering console. The modified Agreement, Service Description, Service Level Agreement, or Support Policy, as applicable, will become effective as of the date stated in that notification. If we make a material detrimental change to the Service Offering (other than the termination or modification of any beta feature or functionality), this Agreement, the Service Description, the Service Level Agreement, or the Support Policy, you may terminate this Agreement within 10 days of the change or within 10 days of the notice; in that event, the termination will be effective as of the date we receive your notification. We will refund to you any prepaid fees, pro-rated for the remainder of your Subscription Term. Your continued use of the Service Offering after the effective date of any modification to the Agreement, the Service Description, the Third Party Terms, the Service Level Agreement, or the Support Policy shall be deemed acceptance of the applicable modification.

13.4 Waiver. The waiver of a breach of any provision of this Agreement shall not constitute a waiver of any other provision or any subsequent breach.

13.5 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, the provision will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remaining provisions of this Agreement will remain in full force and effect.

13.6 Compliance with Laws; Export Control. Each party shall comply with all laws applicable to the actions contemplated by this Agreement. You acknowledge that the Service Offering is of United States origin, is provided subject to the U.S. Export Administration Regulations, may be subject to the export control laws of the applicable territory, and that diversion contrary to applicable export control laws is prohibited. You represent that (a) you are not, and are not acting on behalf of, (i) any person who is a citizen, national, or resident of, or who is controlled by the government of any country to which the United States has prohibited export transactions; or (ii) any person or entity listed on the U.S. Treasury Department list of Specially Designated Nationals and Blocked Persons, or the U.S. Commerce Department Denied Persons List or Entity List; and (b) you will not permit the Service Offering to be used for, any purposes prohibited by law, including, any prohibited development, design, manufacture or production of missiles or nuclear, chemical or biological weapons; (c) Your Content will not be classified or listed on the United States Munitions list, contain defense articles, defense services or contain ITAR-related data; (d) Your Content will not require an export license and is not restricted from export to any Pivotal global resource or personnel under applicable export control laws; and (e) you are not subject, either directly or indirectly, to any order issued by any agency of the United States government, revoking or denying, in whole or in part, your United States export privileges. You will notify us immediately if you become subject to any such order.

13.7 Government Regulations. The Service Offering and its documentation are "commercial computer software" and "commercial computer software documentation," respective, pursuant to DFARS Section 227.7202 and FAR Paragraph 12.212(b), as applicable. Any use, modification, reproduction, release, performing, displaying or disclosing of the Service Offering and documentation by or on behalf of the United States Government will be governed solely by the terms and conditions of this Agreement.

13.8 Force Majeure. We will not be liable for any delay or failure to perform any obligations under this Agreement due to any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications or other utility failures, earthquakes, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war.

13.9 Construction. The headings of sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word 'including' means "including but not limited to."

13.10 Governing Law. This Agreement is governed by the laws of the State of California, United States of America, unless mandated by other law. The United Nations Convention for the International Sale of Goods shall not apply.

13.11 Third Party Rights. This Agreement does not create any rights for any person who is not a party to it, and no person who is not a party to this Agreement may enforce any of its terms or rely on any exclusion or limitation contained in it.

13.12 Order of Precedence. The terms of this Agreement shall supersede and control over any conflicting or additional terms and conditions of any acknowledgement or confirmation or other purchasing related document issued by you.

13.13 Entire Agreement. This Agreement, as may be revised by us, contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all previous or contemporaneous communications, understandings and agreements, whether written or oral, between the parties regarding the subject matter of this Agreement.

13.14 Contact Information. Please direct legal notices or other correspondence to GoPivotal, Inc., 1900 S. Norfolk St., Suite 125, San Mateo, CA 94403.

14. Definitions.

14.1 "Confidential Information" means information or materials provided by one party to the other party which are in tangible form and labeled "confidential" or the like, or, information which a reasonable person knew or should have known to be confidential. The following information shall be considered our Confidential Information whether or not marked or identified as such: (a) Login Credentials; and (b) non-public materials relating to the Service Offering.

14.2 "Your Content" means any and all applications, files, information, data or other content uploaded to or published or displayed through the Service Offering by you, your authorized users, or any third party users who access any service you provide with the Service Offering. It does not include Relationship Data or Usage Data.

14.3 "Subscription Term" means the time period of your access to the Service Offering.

14.4 "Services Descriptions" means any description of or information about the Service Offering made available to you through CloudFoundry.com or any usage or access instructions that we provide to you and which we may modify from time to time.

14.5 "Intellectual Property Rights" means all worldwide intellectual property rights, including copyrights, trademarks, service marks, trade secrets, patents, patent applications, and moral rights, whether registered or unregistered.

14.6 "Login Credentials" mean any passwords, authentication keys or security credentials that enable your access to the Service Offering.

14.7 "Relationship Data" means personal information that we collect during the registration, activation and maintenance of your account. It may include names and contact details of your personnel involved in maintaining or using the Service Offering.

It does not include information collected through the publicly accessible portions of our webpages, which is subject to the Privacy Policy posted on those webpages.

14.8 "Support Policy" means the then-current version of the Service Offering Support Policy document available at cloudfoundry.com/legal, which we may modify from time to time.

14.9 "Third Party Content" means third party data, service, content, software or applications, including open source software.

14.10 "Third Party Terms" means the then-current version of the terms application to any Third Party Content.

14.11 "Usage Data" means information regarding your consumption of the Service Offering, such as information on the amount of computing and storage resources purchased or consumed, user counts, and third party licenses consumed. Usage Data may also include information related to the consumption of optional or third party or co-branded services provided to you through the Service Offering.

This Agreement was last updated on September 7, 2013.