The HCLSoftware Master License Agreement (MLA) is the general licence agreement for HCLSoftware’s on-premises programs. It “governs the receipt and use of HCLSoftware Programs and related Support”. Parties accept it by downloading, installing or using a program, or by executing an Order that references it.[1] The licensors are HCL Technologies Limited, for all programs except VoltMX, and HCL America, Inc., which owns the VoltMX program.[1] HCLSoftware publishes the MLA, the Cloud Services Agreement (CSA), data processing addenda and reseller documents on its master agreements page, in several languages.[3] The version discussed here is the global English text headed “MLA v. August 2024”.
Structure
The MLA works with three other kinds of document:
- Orders. An Order identifies “the Programs to be licensed, the Licensed Capacity thereof, applicable Fees” and the Support purchased. Each Order is “deemed to be a discrete contract, separate from each other Order”. A customer purchase order may stand in for the HCLSoftware order form, but any different terms in it “will not apply”.[1]
- License Information Documents (LIs). An LI “provides information and any additional terms specific to a Program”, including the metric.[1]
- Documentation, which describes how the program works.
On precedence, the Order prevails over the MLA “solely with respect to such Order”. The MLA prevails over a conflicting LI, and a negotiated, physically signed MLA prevails over the click-wrap version.[1] Catalog proof: Order prevails over the MLA; MLA prevails over the License Information Document.
Grant
Section 3.1 grants “a non-exclusive, non-transferable, limited, and revocable license, without the right to sublicense”. The licence covers installing, accessing and using the programs in the Territory, up to the Licensed Capacity, only for internal business purposes, for the term stated in the Order, and in line with the Documentation, the LI and the Order.[1] Under section 3.2, Affiliates and Authorized Users may use the programs, “and such use shall be counted in determining Licensee’s utilization of the Licensed Capacity”.[1] An Affiliate is an entity in a control relationship with the customer, where control means more than 50% ownership or equivalent control.[1] Catalog proof: MLA licence is limited, revocable and up to the Licensed Capacity; Use by Affiliates and Authorized Users counts toward Licensed Capacity.
Section 6 states that programs “are licensed, not sold”, whatever words such as “purchase” or “sale” are used in a transaction.[1]
Trials. A program licensed on a trial, demonstration or evaluation basis may be used only for that purpose, during the Trial Period set in the Order or trial document. When the period ends, the right “automatically expires”. The customer must then de-install the program and return the copies or certify that they were destroyed.[1] Catalog proof: Trial licences expire and must be de-installed.
Program Requirements. Where a program relies on third-party prerequisites, the customer must obtain the rights to them at its own cost, unless an Order says otherwise.[1]
Restrictions
Section 4.1 lists what the customer may not do:
- create derivative works, or copy, distribute, assign, sublicense, lease, rent or transfer the programs;
- use the programs “in an outsourcing or service bureau environment” for itself or for non-affiliated third parties, or let an outsourcer run them on its behalf;
- distribute the programs to end users, or offer them as a cloud service or SaaS;
- use components, files or modules “separately from the Program”;
- disable or circumvent licensing mechanisms.[1]
The outsourcing ban matters most in practice. An organisation that outsources the operation of BigFix or Domino needs that arrangement to be covered in its Order. Catalog proof: No outsourcing, service bureau or SaaS use; Program components may not be used separately.
Support
On purchase of a licence, the customer “is enrolled in standard Support for the Program(s) identified in an Order for the first 12 months thereof at no additional cost”. Support is described in the Support Guide. Updates delivered under Support carry the same terms as the original program.[1] Section 10.2 lets HCLSoftware charge “re-instatement fee for lapsed Support”. Some product LIs add further consequences. Under the BigFix LIs, rights to the BigFix Content Site “may be revoked in the event Licensee has allowed Support to lapse”.[1][5] Catalog proof: First 12 months of standard Support included with a licence; BigFix Content Site rights may be revoked if Support lapses.
Fees
Amounts are in US dollars unless the Order says otherwise. “HCLSoftware will invoice Licensee annually in advance”, with payment due within 30 days. Overdue amounts bear interest of 1% per month or the legal maximum, whichever is less, and fees are “non-refundable and non-cancellable”.[1] Disputed invoices must be raised within 10 days. Section 10.2 reserves the right to charge additional fees for “over deployment as per Section 11”.[1] Catalog proof: Invoiced annually in advance; fees non-refundable and non-cancellable; HCLSoftware may charge for over-deployment and Support reinstatement.
License Compliance (audit)
Section 11 is the audit clause:
| Element | MLA text |
|---|---|
| Frequency | “no more than one time per twelve (12) month period” |
| Scope | Use of the programs, “including but not limited to software logs of Licensee, its Affiliates and Authorized Users” |
| Auditor | HCLSoftware, or an independent third party under confidentiality |
| Location | Any site where the program is installed, used or accessed, “including remotely” |
| Notice and cost | 15 calendar days’ notice; HCLSoftware bears its own costs |
| Result | Underpayments paid promptly; unauthorised use paid “at HCLSoftware’s then list price” |
| Survival | Two years beyond the longer of the term licence, the perpetual licence or the Agreement |
All of these come from MLA section 11.[1] The clause contains no threshold that would shift audit costs to the customer. Pricing unlicensed use at list price, however, removes any negotiated discount from the shortfall. Catalog proof: Audit once per 12 months with 15 days notice; shortfall at list price; Unauthorised usage is paid at then list price; Audit rights survive two years after the licence or Agreement ends. See software license audit.
Term and termination
The licence period (“Subscription Period”) and Support period are set in each Order.[1] HCLSoftware may terminate or suspend an Order for several reasons: payment more than 15 days late, or late more than once in 12 months; use outside the scope of the licence; an uncured or incurable material breach; or insolvency.[1] On termination or expiry, “All affected licenses granted hereunder will terminate, except perpetual licenses”. Unless the customer terminated for HCLSoftware’s uncured breach, it must pay all fees for the rest of the Order’s term. HCLSoftware may also “deactivate license keys (remotely or otherwise)”.[1] Catalog proof: On termination term licences end and perpetual licences survive.
The customer may not assign the MLA or an Order without HCLSoftware’s prior written consent.[1]
Governing law
The governing law depends on where the licence was bought. For purchases in the United States, California law and courts apply, and both parties waive a jury trial. For the Middle East and Africa, English law and courts apply. Elsewhere, the law of the country in which the customer obtained the licence applies.[1] Claims must be brought within two years of the cause of action.[1]
Cloud Services Agreement
SaaS offerings are governed by the Cloud Services Agreement. In the CSA, an Order states the “quantity/usage limits of each Cloud Service”, and a Service Description adds the product terms.[2] At the end of the Subscription Period, cloud services “will automatically renew for additional twelve (12) month periods” unless either party gives notice at least 30 days before the Renewal Term.[2] The CSA’s audit clause mirrors the MLA’s, allowing one audit a year. Under it, “If the audit reveals under-reporting of usage, Customer will promptly pay the difference”, and the audit right survives for two years.[2] Service Descriptions can add excess-use charges. AppScan on Cloud, for example, may charge excess consumption at list price.[6] Catalog proof: Cloud Services renew for 12 months unless notice is given 30 days ahead; Cloud usage audit once per 12 months; under-reporting paid.
Relationship to IBM terms
Many HCLSoftware customers first licensed these products from IBM under Passport Advantage. HCLSoftware’s FAQ states that IBM Enterprise License Agreement customers stay with IBM until their contract ends. After that, purchases and renewals go through HCLSoftware or its authorised resellers.[4] As commentary, readers who know IBM’s terms will recognise the MLA’s concepts: Licensed Capacity, License Information Documents, Authorized Users and the PVU metric. The IBM terms themselves are not compared here. Catalog proof: Acquired IBM products are sold and renewed only by HCLSoftware. See IBM Passport Advantage.
Out of scope
- Translated and regional versions of the MLA (for example the DACH and France versions) and earlier archived versions.
- The data processing addenda, Technical and Organizational Measures and reseller agreements.
- Negotiated MLAs, which prevail over the click-wrap text.