The Omnissa agreement is the set of terms that governs Horizon, Workspace ONE and other Omnissa products. It was written for the business that VMware’s End-User Computing division became on 2024-07-01, when KKR completed the purchase from Broadcom.[7] The General Terms bind a customer that downloads or uses an Offering. They form the Agreement together with the Order, the Exhibits (such as the Software and Cloud Services Exhibits), the Guides, the Addenda and the Service Level Agreement.[1] This article covers the contract provisions that decide what a customer may deploy and how compliance is checked. It also covers the changes that followed the separation from VMware.
Scope of use
Internal business use and affiliates. Omnissa grants the right to use the Offerings only for the customer’s internal business operations and for the benefit of its Affiliates. Affiliates may share the customer’s entitlement under four conditions. Combined use must stay within the Order quantities. The customer must make its Affiliates comply. The customer is liable for their use. And all Affiliate use must take place in the customer’s existing environment: an Affiliate “cannot have its own environment or a separate implementation”.[1] A group in which subsidiaries run their own Horizon pods or Workspace ONE tenants therefore needs separate entitlements, or a contract change. Catalog: Internal business use only; affiliates must stay within the customer environment.
No hosting for others. Customers may not resell or sublicense, or use the Offerings as an application service provider, service bureau or hosted IT service for third parties.[1] Third-Party Agents may operate the software for the customer, but solely to deliver services to the customer.[2] Catalog: Third-Party Agents may operate the Software for the customer.
Licence grant. The Software Exhibit grants a non-exclusive, non-transferable licence. It covers deploying the number of licences in the Order within the Territory and using the software during the licence term, for internal business operations and subject to the Product Guide. The grant is for object code only.[2] Subscription Software may be used only during the Subscription Term, and use must stop promptly when it expires.[2] Catalog: Software licence limited to Order quantity, Territory and Product Guide; Subscription Software must stop at the end of the Subscription Term.
Territory. The Territory is the country where the customer is invoiced. If it includes an EEA member state or the United Kingdom, the software may be deployed throughout the EEA or the UK respectively.[2] The Product Guide relaxes this in three cases. The restriction does not apply to components installed on Mobile Devices such as laptops and phones. It does not apply to on-premises software needed to use an Omnissa Cloud Service. And for software on maritime vessels, the Territory is the country of the vessel’s home port.[3] Catalog: Territory is the invoiced country, with EEA/UK and mobile-device exceptions.
Copies and migration. Customers may keep a reasonable number of copies for cold-standby disaster recovery, backup and archive. Those copies may be used only for disaster recovery testing and after an actual disaster.[2] Omnissa may also grant temporary Migration Licenses for hardware or data centre moves and version upgrades. These are provided as is, and Omnissa’s liability for them is capped at USD 5,000.[2] Catalog: Cold-standby copies for disaster recovery only.
Benchmarks and evaluations. Internal benchmarking is allowed, but publishing results requires Omnissa’s approval.[1] Evaluations last 30 days unless Omnissa agrees otherwise in writing. The customer may not have access to data in the evaluation environment after it ends.[1] Catalog: Benchmark results may not be published without approval; Evaluations last 30 days unless extended in writing.
Which version of the terms applies
The General Terms, Exhibits and Guides are “then-current” documents on Omnissa’s legal center.[1] The Product Guide is fixed per release. The version published on the date Omnissa accepts the Order applies to the software in that Order. When the customer installs an updated release, the Product Guide published on the installation date applies to that release.[3] For Cloud Services, Omnissa may make commercially reasonable changes to the service, the Cloud Services Guide and the SLA, effective on publication. A materially detrimental change gives the customer 30 days to terminate.[5] A licence manager should therefore keep the Product Guide version that matches each order and each upgrade. Catalog: Product Guide version fixed at order acceptance, then at each release install.
Audits and compliance
Certified reports and verification. The customer must provide reports and records, certified by an authorized individual, when Omnissa reasonably requests them to verify compliance with the Authorized Use Limitation and the License Metric. After 30 days’ prior written notice, Omnissa or an independent third party may verify compliance remotely or at the customer’s facilities. The verification is confidential and must be commercially reasonable in nature and time.[2] These obligations last for the entitlement term and 12 months after it.[2] Catalog: Licence verification: certified reports, 30 days notice, 10% cost threshold.
Consequences. If unlicensed use is found, the customer must order enough licences and support to cover it within 30 days of Omnissa’s written notice. If the underpayment is 10% or more of the fees owed for the review period, the customer also reimburses Omnissa’s reasonable verification expenses.[2] Any shortfall must also include “applicable Support”, so back-support may be part of the claim.[2]
Pre-renewal reporting. When Omnissa asks, the customer must report the number of licences deployed, and other deployment details, at least 90 days before its support or Subscription Software expires.[2] In practice, the renewal is also the point where usage is reviewed. Catalog: Deployment report due at least 90 days before renewal.
Overages and telemetry. Customers pay all fees, including overages and metered usage. Omnissa may bill overages directly even when the customer bought through a reseller.[1] Omnissa processes configuration, performance and usage data in part to verify compliance with the Agreement and to invoice.[1] If Cloud Service use exceeds the Order or continues after expiry, Omnissa may notify the customer, and then suspend or terminate if the overage is not fixed. The excess use is chargeable in any case.[4] Using a Cloud Service to work around fee calculation mechanisms or usage limits is prohibited.[5] Catalog: Overage and metered fees may be billed directly by Omnissa; Cloud Service overages: notice, then suspension or termination. See software license audit and true-up.
Support level. Support must be bought or renewed at the same level for all licences of a product installed in a given environment. A customer cannot, for example, buy Production support for one Horizon licence in a lab and Basic support for the others in that lab.[6] Catalog: Same support level for all licences of a product in an environment.
Transfer, keys and termination
Customers may not assign the Agreement, a licence, an entitlement or an Order without Omnissa’s prior consent.[1] Licence keys count as Omnissa Confidential Information, as do Omnissa pricing and customer login credentials.[1] When the Agreement expires or terminates, all entitlements end immediately and copies must be destroyed.[1] For Cloud Services, data is cycled from all systems within 90 days after tenant deletion starts.[4] Catalog: No assignment of licences without Omnissa consent; Licence keys are Omnissa Confidential Information.
Orders are non-refundable and non-cancellable unless the Agreement provides otherwise.[1] The contracting entity is Omnissa, LLC for United States billing addresses and Omnissa International Unlimited Company otherwise. Governing law is California or Ireland, following the same split.[1]
Supported versions
Customers must stay on supported versions. Customers that do not comply with the Omnissa Lifecycle Matrix must upgrade or migrate to keep availability, functional integrity and support. Omnissa gives at least six months’ notice before end of General Availability or end of General Support.[3] Where Omnissa requires customer action for an update, upgrade or migration, it gives at least 90 days’ notice.[3] In the Technical Guidance phase that follows General Support, only Severity 2 and 3 requests are accepted, and no new patches are issued.[6]
Transition from VMware
From VMware to Omnissa. Omnissa launched as an independent company on 2024-07-01, after KKR acquired the business from Broadcom for about USD 4 billion. It describes itself as “formerly a VMware business”.[7] The acquisition record lists the product renames.
Licence keys and portals. Horizon 8 perpetual and term licence keys now come from the Omnissa Customer Connect portal.[8] Upgrading to Horizon 8 2412 or later requires a new-format key that uses the Omnissa licensing module. Without one, Horizon Console enters restricted mode after 60 days.[8] From Horizon 8 2406, perpetual licences also need consent to licence activation, and Horizon Console runs in restricted mode until that consent is given.[9] Catalog: Horizon 8 2412 and later need a new-format Omnissa licence key.
vSphere stays with Broadcom. Horizon bundles that include VMware vSphere Foundation for VDI carry terms that Broadcom requires Omnissa to flow down. Those licences are governed by Broadcom’s Foundation Agreement, restricted to VDI, and usable only with Horizon. Support requests go to Omnissa first. For complex issues the customer may either let Omnissa work with Broadcom or open a ticket with Broadcom directly.[3] See Broadcom licensing. Catalog: VVF for VDI licences restricted to VDI use with Horizon.
Perpetual estates. Customers migrating from perpetual to subscription licences may keep their existing keys until they upgrade to the subscription release. After the upgrade they lose perpetual upgrades and support.[3] Customers moving to a Cloud Service must stop using the perpetual licences within 90 days.[4] Customers moving from vSphere perpetual licences to VVF for VDI must upgrade those keys immediately to receive support.[3] Catalog: Perpetual to term migration: keep old keys until upgrade; Perpetual licences end 90 days after moving to a Cloud Service.
AirWatch. Customers that moved from AirWatch products to Workspace ONE, whether under VMware or Omnissa, are governed by the Omnissa Agreement, and the legacy AirWatch terms no longer apply.[4]
Out of scope
- The Public Sector Exhibit, the Professional Services Exhibit, the Data Processing Addendum and the Security Addendum.
- VMware-era End User License Agreements and Product Guides that may still govern unconverted perpetual licences. They were not retrievable from Omnissa’s legal center.
- Litigation. No court case on software licensing with Omnissa as a party was found in court records. VMware-era cases are covered under Broadcom.