F5 Subscription Program Terms

Common Terms. The following terms apply to your use of certain F5 hardware products ("Hardware"), F5 software as a service product ("F5 Services"), and F5 software products ("Software," and collectively with Hardware and F5 Services, "Products") under the FCP and Term Subscriptions.

1. Ordering and Reseller Requirements. Unless we otherwise agree in writing, you will order all Products from a reseller authorized by F5 ("Reseller") in accordance with these Requirements. You will initiate purchases of any additional Products ("Additional Purchases") by contacting your F5 sales representative and submitting a purchase order to your Reseller. You will receive your license keys, certificates, or other authentication methods from us following your submission of orders. You may request a list of Resellers from us. Nothing contained in any agreement between you and your Reseller will modify, negate, or otherwise affect these Requirements, the EULA, or the EUSA.
2. Account Administration. You will provide the name and email address of your primary point of contact for all aspects of the relationship between F5 and you under your subscription on your purchase order or through your cloud marketplace account (“Account Administrator”). The Account Administrator may be replaced at any time by providing us with written notice.
3. Hardware Specific Terms. Hardware specific terms for each program only apply if your Quote indicates that you may subscribe to Software Modules for use on Hardware, whether under a Term Subscription or an FCP Subscription.
   • Usage Restrictions: Hardware acquired under your F5 subscription program may only be used with Software Modules licensed in conjunction with your subscription and in accordance with these Requirements. Hardware may not be used beyond the expiration or termination of your subscription.
   • RMA Services: Hardware acquisitions include F5 Advanced RMA ("A-RMA") services.You may upgrade to Expedited RMA ("E-RMA") for specific Hardware. Note: E-RMA upgrades are non-transferable between devices, and fees are non-refundable if Hardware is Retired during the subscription term.
   • Support: Pricing includes F5 Premium Support unless otherwise indicated.
4. Support. During the Subscription Term, we will provide Premium level technical support for Software in accordance with our then-current Support Policies. Different levels and types of support may be available for an additional charge, and additional support features may be included in your Subscription costs as permitted.
5. Termination. A party may terminate the subscription for cause if the other party is in material breach and fails to cure such breach within 30 days after receipt of written notice. Either party may terminate the subscription upon notice if the other party voluntarily files for bankruptcy, is the subject of involuntary bankruptcy proceedings that are not dismissed within 60 days, ceases to do business, or otherwise terminates its business operations. The parties' rights and obligations that by their nature are intended to survive termination, and those clauses that specifically so indicate, will survive termination of these Requirements.
6. Post-Termination Obligations. Unless you enter into a new subscription or renew your current subscription, upon expiration or termination of your subscription, you will pay us or your Reseller all fees for usage incurred through the date of termination, delete all Software (including all Software Instances), license keys, documentation, and any other F5 materials in your possession or control and, upon our request, provide us with a written statement from an individual in your organization who is authorized to certify such destruction.

Definitions. The following definitions apply to these Requirements.

• Definitions marked with [FCP] apply only to the Flex Consumption Program
• Definitions marked with [Term] apply only to Term Subscriptions
• Unmarked definitions apply to both programs
  1. “Annual Billing Quote” means a billing quote setting forth your Annual Commitment payment due for an upcoming Annual Term. [FCP]
  2. “Annual Commitment” means your Annual Software Commitment and/or Annual Services Commitment as set forth in the applicable Schedule. [FCP]
  3. “Annual Term” means the 12-month period starting on the Subscription Start Date and each subsequent 12-month period ending on the final day of the Subscription Term. [FCP]
  4. “Billing Term” [FCP] means:
     • For Software: the 9^th through 11^th full calendar months of an Annual Term
     • For F5 Services: the 1^st through 11^th full calendar months of an Annual Term
  5. “Initial Commitment” means your financial commitment (at List Price) for Software or F5 Services (as applicable) during the first Annual Term. [FCP]
  6. “Initial Order” means the first accepted Purchase Order of the Software Instances licensed under your Term Subscription. [Term]
  7. “List Price” means the then-current F5 list price for the region of sale.
  8. “Purchase Order” means written or electronic order you issue for subscriptions under these Requirements. [Term]
  9. “Quote” means the written quotation provided by F5 or your Reseller setting forth the Products, pricing, and subscription details for your order.
  10. "Retire" means to remove a Software Instance or Hardware unit from Deployment.
  11. “Software Module” means Software provided solely for use on Hardware acquired in conjunction with either your FCP or Term Subscription.
  12. “Schedule” means the reporting and payment requirements established in the applicable section on this page. [FCP]
  13. "Subscription Start Date" means, unless otherwise defined on your Quote or order confirmation, the day that registration keys, certificates, or other authentication methods are first made available to you for any Software or that we first provide access to any F5 Services to you.
  14. “Usage Metrics” means various usage metrics for subscription Products as defined either on this page or in the Documentation for the Product.
  15. “Usage Report” means a report of the Software Deployed and/or the F5 Services Consumed in the applicable calendar month. [FCP]

1. Flex Consumption Program. This section applies only if your Quote indicates you are subscribing to the Flex Consumption Program. Additional terms applicable to FCP Software (Schedule A) and FCP F5 Services (Schedule B) can be found in the respective tab below.
   
   1. Subscription Terms and Products. Unless your Quote says otherwise, your subscription ("FCP Subscription") is for a period of thirty-six (36) months ("FCP Subscription Term"), beginning on the Subscription Start Date. During the FCP Subscription Term, you may acquire certain Hardware, use certain F5 Services, and license certain Software according to the requirements in this Flex Consumption Program Section and the terms applicable to FCP Software (Schedule A) and FCP F5 Services (Schedule B) found in the respective tab below. Your Initial Commitments (at List Price) for Software and F5 Services are as indicated in your Quote.
   2. FCP Billing and Payment. You will submit a purchase order to your Reseller for the List Price amount less any discount agreed between you and your Reseller for the Initial Commitment(s) in your FCP Subscription Term. Unless your Quote says otherwise, your Reseller will invoice against such purchase order for the amount due for each Annual Term on the Subscription Start Date and each anniversary thereof during your FCP Subscription. We will issue a separate Annual Billing Quote as indicated on the applicable Schedule. We will use reasonable efforts, where legally permitted, to enable your Reseller to provide the recommended minimum discounts for Software and F5 Services, but ultimately you and your chosen Reseller will independently negotiate your actual pricing and other supply terms.
   3. Private Offers. This subsection only applies if you accept a cloud marketplace private offer. If you accept a cloud marketplace private offer, your cloud marketplace account will be charged for amounts due for each Annual Term on the Subscription Start Date and each anniversary thereof during your FCP Subscription as indicated on the applicable Schedule. We will use reasonable efforts, where legally permitted, to enable your Reseller to provide the recommended minimum discounts available to you, but ultimately you and your Reseller will independently negotiate your actual pricing and other supply terms. The name and email address of your Account Administrator under your FCP Subscription will be provided through your cloud marketplace account. The Account Administrator may be replaced at any time by providing us with written notice and amending your cloud marketplace account.
   4. Reporting and Payment. Your reporting and payment obligations for your FCP Subscription (Schedule A - Software or Schedule B - F5 Services) appear in the applicable tab below. From time to time, we may introduce features to the Products designed to automate reporting of your usage, and you agree to use any such reporting systems introduced by us in the future (subject to your internal security review process).
   5. F5 Services Amendment to Existing Subscriptions. This subsection only applies if you are adding F5 Services to an existing FCP subscription (“Existing Subscription”). If you are adding F5 Services to an Existing Subscription, the terms of your Existing Subscription will remain in effect regarding Software subscriptions, and the terms governing subscription to Schedule B - F5 Services will be applied to, and run concurrently with, your Existing Subscription.
   6. Duration and Renewal. Your FCP Subscription will expire at the end of the FCP Subscription Term if not terminated earlier in accordance with Common Terms. If, at the end of the FCP Subscription Term, you have not entered into a new subscription, we may, if we both agree, extend your FCP Subscription Term for up to 30 days ("Grace Period") as necessary to allow you to enter into a new subscription. If you enter into a new subscription, the subscription start date for the new subscription term will be the day following the final day of the current FCP Subscription Term. If you do not enter into a new subscription by the end of the Grace Period, you will submit payment to your Reseller for usage during the Grace Period in accordance with the applicable Schedule, and the FCP Subscription will terminate in accordance with Common Terms.
   7. Failure to Provide Reporting. Because we utilize your actual usage as reported by you to determine your Annual Commitment, your failure to comply with these terms, including applicable Schedules, is a material breach.
   8. Hardware for FCP Subscriptions.
      • Initial Hardware: Software Modules in your Initial Order will appear as a Software SKU in your Subscription Activity Report upon Hardware shipment.
      • Additional Hardware: Additional Software SKUs will be added for subsequent Hardware acquisitions.
      • Requirement: Hardware cannot be acquired or used without an active Software SKU.
      • Retirement notification: You must notify us promptly when you Retire each Software Module, and we will update your Subscription Activity Report.
      • Full retirement: If all Software Modules on a Hardware appliance are Retired, the Hardware will also be deemed Retired, and support will cease.

FCP Software (Schedule A)

These Schedule A - FCP Software Subscription Requirements (“Schedule A”) supplement the subscription and reporting requirements when you subscribe to F5 Flex Consumption Program for Software.

1. Subscriptions for Software. During the FCP Subscription Term, you may Deploy and Retire any number of Software Instances. Within 10 days of receipt of your Annual Billing Quote, you will submit a purchase order for an amount representing your Annual Software Commitment. At the end of the FCP Subscription Term, if your actual usage during the final Billing Term exceeds the Annual Software Commitment for the final Annual Term, you will submit a one-time payment for the Annual Software Growth during the final Billing Term.
2. Reporting for Software. Within 10 days after the end of each calendar month you will provide to us a Usage Report for each Software Product that you Deployed in the prior calendar month. You will use the applicable License Management Tool to create a Usage Report and will submit each report to us (i) electronically, using the License Management Tool’s electronic report submission mechanisms to send the report manually or automatically over the internet to API.f5.com or (ii) via email attachment to vesubscriptions@f5.com. You will immediately report to us any known or suspected error in a Usage Report. For Products that lack a License Management Tool or other means of communicating your usage to us, you will certify to us in writing the number and type of Software Instances that you Deployed in the prior calendar month. After we receive each Usage Report, we will provide you with access to a Run Rate report and Subscription Activity Report (together, the “Subscription Report”) for the applicable month. If you do not dispute a Subscription Report within 10 days of us making it accessible to you, the Subscription Report will be considered final.If you fail to provide a Usage Report within the timeframe stated in this section, we reserve the right to calculate Subscription Report based on the highest monthly utilization recorded in the preceding twelve (12) months, and such report shall be deemed final unless disputed within ten (10) calendar days of its availability.
3. Additional Reporting Requirements. Promptly following the Subscription Start Date, you will deploy any required License Management Tools. You will not alter a Usage Report, knowingly report inaccurate usage, transfer Software Instances between subscriptions, or otherwise attempt to manipulate the reporting of actual usage. If you cannot create a Usage Report for any reason, or if your Usage Report is erroneously generated, misdirected, lost, or not capable of being submitted in accordance with this section, you will contact F5 technical support for assistance and comply promptly with our instructions for creating and submitting any overdue Usage Reports
4. Additional Definitions.
   1. “Annual Software Commitment” means your minimum financial commitment (at List Price) for Software for an Annual Term. For the first Annual Term your Annual Software Commitment is equal to the Initial Commitment for Software.For the second Annual Term, your Annual Software Commitment is equal to the Initial Commitment for Software plus the Annual Software Growth during the first Annual Term. For each subsequent Annual Term your Annual Commitment for Software is equal to the Annual Software Commitment for the preceding Annual Term plus the Annual Software Growth for the preceding Billing Term. If there is a fee for any applicable License Management Tool, such fee will be added to each Annual Software Commitment. Acquisitions of Hardware do not apply to the Annual Software Commitment, but the Software SKU corresponding to Software Modules for such Hardware are applied to the Annual Software Commitment calculation.
   2. “Annual Software Growth” means the average of the Run Rates in the Billing Term minus the Annual Software Commitment for the Annual Term (rounded to the nearest whole dollar). For example, if the Annual Software Commitment is $100k, and the Run Rates for the corresponding Billing Term are $110k, $120k and $130k respectively, the Annual Software Growth is ($10k + $20k + $30k) / 3, or $20k.
   3. “Daily Total” means, with respect to each calendar day (based on Coordinated Universal Time), the dollar amount (at List Price) calculated pursuant to the applicable Usage Metrics.
   4. “Deployment" or “Deploy” means the activation or other applicable usage or utilization of any other Software available to you under your FCP Subscription as defined in the Usage Metrics.
   5. “License Management Tool” means the Software Instance management functionality used to license and report your Deployed Software Instances and which may be used only to provide us with your Usage Report.
   6. “Run Rate” means, with respect to each month, the dollar amount calculated pursuant to the applicable Usage Metrics.
   7. “Software Instance” means the individual licensable unit of a Software as defined in the applicable Usage Metrics or as otherwise expressly defined and clarified in the applicable product documentation with respect to such Software.
   8. “Software Instance Value” means the List Price value of each Software Instance.
   9. “Software SKU” means the value (at List Price) attributed to a Software Module.
   10. “Subscription Activity Report” means the report for a calendar month generated by F5 based on the applicable Usage Report(s) and sets forth the additional Software Instances Deployed by you during such calendar month.

FCP F5 SaaS (Schedule B)

These Schedule B - FCP F5 Services Subscription Requirements (“Schedule B”) supplement the subscription and reporting requirements when you subscribe to F5 Flex Consumption Program for F5 Services.

1. Subscriptions for F5 Services. During the FCP Subscription Term, you may consume or stop consuming any F5 Services made available under your FCP Subscription. If your aggregate Consumption in a Billing Term is an amount less than your Annual Services Commitment, it shall not reduce your payment obligations for the Annual Services Commitment. Within 10 days of receipt of your Annual Billing Quote, you will submit a purchase order to your Reseller for an amount representing your Annual Services Commitment plus an amount equal to the Annual Services Growth.At the end of the FCP Subscription Term, if you incur Annual Services Growth for the final Annual Term, you will submit a one-time payment to your Reseller for the Annual Services Growth.
2. Month 12 Excess Usage. If your actual Consumption for month 12 of an Annual Term of your FCP Subscription is equal to or greater than one-and-one-half (1.5) times your actual Consumption during month 11 of such Annual Term, then you will submit a purchase order for the amount corresponding to the difference between the actual Consumption for months 11 and 12 as a one-time charge within 30 days of your receipt of a quote for such amount.
3. Reporting for F5 Services. At the end of the Billing Term, we will provide you with access to a report indicating the Consumption during the Billing Term and the Annual Services Growth (at List Price) for F5 Services (“Services Growth Report”) during such Annual Term. If you do not dispute a Services Growth Report within 10 days of us making it accessible to you, the Services Growth Report is considered final.
4. Additional F5 Services Definitions.
   1. “Annual Services Commitment” means your minimum financial commitment (at List Price) for F5 Services for each Annual Term. For the first Annual Term, your Annual Services Commitment is equal to the Initial Commitment for F5 Services. For each subsequent Annual Term, your Annual Services Commitment is equal to the Annual Services Commitment for the preceding Annual Term plus the Annual Services Growth measured for the preceding Annual Term.
   2. “Annual Services Growth” means, for a given Annual Term, the amount corresponding to your total Consumption of F5 Services during the Billing Term plus an amount corresponding to the total Consumption during the 11th month of the Billing Term, minus the Annual Services Commitment for the Annual Term (calculated using List Price values for F5 Services). The Annual Services Growth will be paid as a one-time charge at the end of each Billing Term and will be added to the previous Annual Services Commitment to establish the Annual Services Commitment for the following Annual Term.
   3. “Consume” or “Consumption” means the dollar amount (at List Price) equaling the total usage of any F5 Services made available under your FCP Subscription as measured according to the Usage Metrics for each applicable F5 Service.

Term Subscriptions. This section applies only if your Quote indicates you are subscribing to a Term Subscription.

1. Ordering and Keys. You will initiate purchases of any additional Software Instances (“Additional Purchases”) by contacting your F5 sales representative. You will then submit a Purchase Order for all Additional Purchases to your Reseller. You will receive your License Keys from us following your submission of the Initial Order or Additional Purchases, as applicable
2. Subscription Term. Unless a later date is specified in your order confirmation, your subscription begins on the Subscription Start Date and continues for the period agreed to in your initial order ("Term"). Subscriptions purchased in an initial order will run for the Term. Additional Purchases will run from the date of purchase of each applicable Software Instance to the end of the original Term (meaning all subscriptions end on the same date).
3. Billing and Payment. You will submit a purchase order to your Reseller for Products in accordance with your Quote. Unless your Quote says otherwise, your Reseller will invoice you in accordance with the billing schedule specified in your Quote or applicable Schedule. We will use reasonable efforts, where legally permitted, to enable your Reseller to provide recommended discounts, but ultimately you and your chosen Reseller will independently negotiate your actual pricing and other supply terms.
4. Pricing. List Prices for Software under Term Subscriptions will increase by 3% each Annual Term. We may, in our sole discretion, set our List Prices.