END USER LICENSE AGREEMENT
FOR VMWARE(TM) DESKTOP SOFTWARE PRODUCT
July 29, 2002


VMWARE, INC. LICENSES THIS DESKTOP SOFTWARE PRODUCT TO YOU 
SUBJECT TO YOUR ACCEPTANCE OF ALL OF THE TERMS CONTAINED IN THIS 
END USER LICENSE AGREEMENT ("EULA").  READ THE TERMS OF THIS EULA 
CAREFULLY.  IF YOU DO NOT ACCEPT THIS AGREEMENT AND YOU HAVE 
PROOF OF PAYMENT, YOU MAY RETURN THE UNOPENED SOFTWARE TO THE 
LOCATION AT WHICH YOU ACQUIRED IT WITHIN THIRTY  (30) DAYS FOR A 
REFUND OF THE LICENSE FEE.  IF YOU ARE VIEWING THIS EULA 
ELECTRONICALLY, SELECT THE "YES" BUTTON AT THE BOTTOM OF THIS 
PAGE TO INDICATE YOUR AGREEMENT TO THE TERMS OF THIS EULA.  IF 
YOU ARE NOT WILLING TO BE BOUND BY ITS TERMS, SELECT THE "NO" 
BUTTON AT THE BOTTOM OF THIS PAGE AND THE REGISTRATION OR 
INSTALLATION PROCESS WILL NOT CONTINUE.

NOTICE TO CUSTOMER
If you do not agree to the terms of this EULA, do not install, 
activate, or use this software.  This EULA is a contract between 
you (either an individual or an entity) and VMware, Inc. 
("VMware"), which governs your use of the VMware software product 
that accompanies this EULA and related software components, which 
may include associated media, printed materials, and online or 
electronic documentation.  

DEFINITIONS
This Desktop software package includes a Desktop software product 
(the "VMware Desktop Software") and Open Source Software 
components.  In this EULA, the VMware Desktop Software and 
associated media, printed materials, and online or electronic 
documentation are collectively referred to as the "Software."  
The VMware Desktop Software enables you to run one or more 
instances of third-party operating systems ("Guest Operating 
Systems") and applications on a single computer system.   A 
software activation file and a serial number ("Software License 
Key") issued to you by VMware are required to use the Software.  
The term "Number of Licensed Users" means the number one (1), 
unless you received a VMware License Certificate with this 
software product, in which case the term "Number of Licensed 
Users" means the Number of Licensed Users set forth on the VMware 
License Certificate.

"Open Source Software" means various open source software 
components, including, without limitation,  Samba, DHCP Server, 
Tcl/Tk, XFree86, Libresolv, zlib.h, and libpng licensed under the 
terms of applicable open source license agreements included in 
the materials relating to such software.  Some Open Source 
Software components are distributed with the version of the 
Software than runs on a Linux host operating system, some Open 
Source Software components are distributed with the version of 
the Software that runs on a Windows host operating system, and 
some Open Source Software components are distributed with both 
such versions of the Software.  


WARNING FOR EVALUATION LICENSEES
The Software can be activated with a no-cost evaluation Software 
License Key.  Evaluation Software License Keys have an expiration 
date ("Expiration Date").  If you activate the Software with an 
evaluation Software License Key: (i) you may use the Software 
until the Expiration Date only to evaluate the suitability of the 
Software for licensing on a for-fee basis; (ii) the limited 90-
day warranty below is not applicable to you;  (iii) the limited 
web-based support services are not applicable to you; and (iv) 
THE SOFTWARE IS PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OF ANY 
KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.  VMWARE 
BEARS NO LIABILITY FOR ANY DAMAGES RESULTING FROM USE (OR 
ATTEMPTED USE) OF THE SOFTWARE THROUGH OR AFTER THE EXPIRATION 
DATE, AND HAS NO DUTY TO PROVIDE SUPPORT TO YOU.

OPEN SOURCE SOFTWARE
The Open Source Software is composed of individual software 
components, each of which has its own copyright and its own 
applicable license conditions.  You must review the licenses 
within the individual packages to understand your rights under 
them.  The licenses can be found in the open_source_licenses.txt 
file, other materials accompanying the software package, the 
documentation or corresponding source files available at 
http://www.vmware.com/download/open_sources.html.   Copyrights to 
the Open Source Software are held by the copyright holders 
indicated in the copyright notices in the corresponding source 
files or in the open_sources_licenses.txt file or other materials 
accompanying the software package.


LICENSE
The Software is licensed, not sold.  Subject to the terms and 
limitations of this EULA, VMware hereby grants you a 
nonexclusive, nontransferable license, without rights to 
sublicense, to (i) make a number of copies of the Software less 
than or equal to the Number of Licensed Users for the purpose of 
installing a single copy of the Software on an equivalent number 
of computers, each of which is running a validly licensed copy of 
the operating system for which the Software is designed; (ii) use 
the Software License Key to activate each copy of the Software 
made in accordance with sub-clause (i); (iii) have up to the 
Number of Licensed Users use the Software (in object code form 
only) solely for your own internal information processing 
services and computing needs; and (iv) use the documentation 
accompanying the Software in connection with permitted uses of 
the Software.  If you are an entity, each copy of the Software 
may be used by one designated individual user only.  The total 
number of designated users may not exceed the Number of Licensed 
Users.  Each copy of the Software may not be used by any other 
person, whether or not such person is employed by or otherwise 
associated with your entity.  

LIMITED SHARED USE LICENSE
For shared use computing laboratory environments within academic 
institutions, the license grant above shall be modified to permit 
use of the Software on a single computer system without the 
limitation that such use be limited to the designated user(s); 
provided that any such user(s) agree to and abide by the terms of 
this EULA; provided further that you must acquire and dedicate a 
Software License Key for each separate computer system on which 
the Software is installed. Under this shared computing laboratory 
use license, a computing laboratory at an academic institution 
having ten computers loaded with the Software on which no more 
than five users would concurrently access and use the Software, 
for example, would require ten Software License Keys. Unless the 
computing laboratory is operated and maintained by and within an 
academic institution, this limited shared use license does not 
apply. 

LICENSE LIMITATIONS
You may not copy the Software except for a reasonable number of 
machine-readable copies of the Software for backup or archival 
purposes and except as expressly permitted in the License section 
above.  You may not share or use concurrently the Software except 
as expressly permitted in the Limited Shared Use License section 
above.  You may not remove any titles, trademarks or trade names, 
copyright notices, legends, or other proprietary markings on the 
Software.  You are not granted any rights to any trademarks or 
service marks of VMware.  VMware retains all rights not expressly 
granted to you.

LICENSE AS UPGRADE OF PREVIOUSLY LICENSED PRODUCT
If you purchased this Desktop software product as an upgrade at 
the applicable upgrade price, then you must have previously 
purchased a prior version of this Desktop software product at the 
applicable product (not upgrade) price.  If you have not 
purchased a prior version at the applicable product price, then 
please contact the vendor from whom you purchased the upgrade, 
or, if you are unable to contact your vendor, VMware, to make 
payment for the difference between the upgrade price and the 
product price within thirty (30) days of the date you purchased 
the upgrade.  If you do not make the appropriate payment to your 
vendor or VMware within thirty (30) days, this EULA will 
automatically terminate and you must comply with the termination 
provisions below.

LICENSES REQUIRED FOR THIRD-PARTY SOFTWARE
The Software allows multiple Guest Operating Systems and 
applications to run on a single computer system. You are 
responsible for obtaining any licenses necessary to operate any 
such third-party software, including Guest Operating Systems. In 
the event that the Software includes a valid licensed copy of a 
Guest Operating System for pre-installation with the Software, 
the use of such Guest Operating System shall be defined by the 
end user license agreement for that Guest Operating System.  By 
explicitly accepting this EULA, or by installing, copying, 
downloading, accessing, or otherwise using the Software and/or 
Software License Key, you are acknowledging and agreeing to be 
bound by the terms of the end user license agreement for the pre-
installed Guest Operating System, which terms accompany the Guest 
Operating System. 

PROPRIETARY RIGHTS RESERVED BY VMWARE
VMware retains all right, title, and interest in and to the 
Software and the Software License Key and in all related 
copyrights, trade secrets, patents, trademarks, and any other 
intellectual and industrial property and proprietary rights, 
including registrations, applications, renewals, and extensions 
of such rights.

RESTRICTIONS
You may not (i) sell, lease, license, sublicense, distribute or 
otherwise transfer in whole or in part the Software or the 
Software License Key to another party; (ii) provide, disclose, 
divulge or make available to, or permit use of the Software in 
whole or in part by, any third party without VMware's prior 
written consent; (iii) decompile, disassemble, reverse engineer, 
or otherwise attempt to derive source code from the Software, in 
whole or in part; (iv) modify or create derivative works based 
upon the Software; or (v) use the Software to provide network, 
application hosting or other services to third parties, or 
otherwise use the Software on a service bureau or hosting basis 
for your customers.


SUPPORT AND SUBSCRIPTION SERVICES NOT INCLUDED
VMware may provide limited web-based support services related to 
the Software for a period of thirty (30) days after the date of 
purchase. Upon expiration of such 30-day period, VMware will not 
provide any support services under this EULA.  This EULA does not 
give you any rights to any updates or upgrades to the Software or 
to any extensions or enhancements to the Software developed by 
VMware at any time in the future.   You may purchase support and 
subscription services separately.  If you have purchased VMware 
support and subscription services with the Software, these 
services are provided to you under the Support Contract Terms and 
Conditions posted on VMware's Web site at 
http://www.vmware.com/support/using/premium.html, and by 
accepting the terms of this EULA you are accepting these Support 
Contract Terms and Conditions.  Any supplemental software code or 
related materials that VMware provides to you as part of any 
support and subscription services are to be considered part of 
the Software and are subject to the terms and conditions of this 
EULA.  VMware may use any technical information you provide to 
VMware for any VMware business purposes without restriction, 
including for product support and development. VMware will not 
use information in a form that personally identifies you.


TERMINATION
VMware may terminate this EULA if you fail to comply with any 
term of this EULA.  In the event of termination, you must destroy 
all copies of the Software and Software License Key.  In addition 
you must remove all copies of the Software from the computer(s) 
on which it is installed.

GOVERNMENT RESTRICTIONS
You may not export or re-export the Software except in compliance 
with the United States Export Administration Act and the related 
rules and regulations and similar non-U.S. government 
restrictions, if applicable.  The Software and accompanying 
documentation are deemed to be "commercial computer software" and 
"commercial computer software documentation," respectively, 
pursuant to DFAR Section 227.7202 and FAR Section 12.212(b), as 
applicable.  Any use, modification, reproduction, release, 
performing, displaying, or disclosing of the Software by the U.S. 
Government shall be governed solely by the terms of this EULA.

LIMITED WARRANTY
VMware warrants that the media, if any, on which the Software is 
delivered will be free of defects and that the Software will 
substantially conform to the description contained in the 
applicable end user documentation, in each case for a period of 
90 days after the date of delivery of the Software License Key.  
EXCEPT FOR THE PRECEDING EXPRESS LIMITED WARRANTY, VMWARE MAKES 
AND YOU RECEIVE NO WARRANTIES  ON THE SOFTWARE, EXPRESS, IMPLIED, 
STATUTORY, OR IN ANY OTHER PROVISION OF THIS EULA OR 
COMMUNICATION WITH YOU, AND VMWARE SPECIFICALLY DISCLAIMS ANY 
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR 
PURPOSE, AND NON-INFRINGEMENT.

LIMITATION OF LIABILITY
IN NO EVENT WILL VMWARE BE LIABLE FOR ANY LOST PROFITS OR 
BUSINESS OPPORTUNITIES, LOSS OF USE, BUSINESS INTERRUPTION, LOSS 
OF DATA, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, OR CONSE-
QUENTIAL DAMAGES UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN 
CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE.  
THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER VMWARE HAS BEEN 
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VMWARE'S LIABILITY 
UNDER THIS EULA WILL NOT, IN ANY EVENT, EXCEED THE LICENSE FEES, 
IF ANY, PAID BY YOU TO VMWARE FOR THE SOFTWARE LICENSED BY YOU 
UNDER THIS EULA.  

GENERAL
This EULA is governed by the laws of the State of California, 
U.S.A. without regard to conflict of law principles. The United 
Nations Convention for the International Sale of Goods shall not 
apply.  This EULA is the entire agreement between us and 
supersedes the terms of any purchase orders and any other 
communications or advertising with respect to the Software.  If 
any provision of this EULA is held invalid, the remainder of this 
EULA shall continue in full force and effect.  This EULA may be 
modified only by written agreement signed by authorized 
representatives of you and VMware.

CONTACT INFORMATION
If you have any questions about this EULA, or if you want to 
contact VMware for any reason, please direct all correspondence 
to: VMware, Inc., 3145 Porter Drive,  Palo Alto, CA 94304, United 
States of America or email info@vmware.com.

VMware is a trademark of VMware, Inc.

