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11. Product License Agreement
Product License Agreement
CAREFULLY READ THE FOLLOWING LEGAL AGREEMENT (THE OR THIS "AGREEMENT"). USE OF FORTINET, INC. ("FORTINET") PRODUCT(S) AND ANY
UPDATES THERETO, INCLUDING HARDWARE APPLIANCE PRODUCTS, SOFTWARE AND FIRMWARE INCLUDED THEREIN BY FORTINET, AND STAND-
ALONE SOFTWARE PRODUCTS SOLD BY FORTINET (TOGETHER, THE "PRODUCTS") CONSTITUTES ACCEPTANCE BY YOU OF THE PROVISIONS IN THIS
AGREEMENT. FORTINET SHALL NOT BE BOUND BY ANY ADDITIONAL AND/OR CONFLICTING PROVISIONS IN ANY ORDER, RELEASE, ACCEPTANCE
OR OTHER WRITTEN CORRESPONDENCE OR OTHER WRITTEN OR VERBAL COMMUNICATION UNLESS EXPRESSLY AGREED TO IN A WRITING SIGNED
BY THE GENERAL COUNSEL OF FORTINET. YOUR INSTALLATION OR USE OF ANY PRODUCT REPRESENTS AGREEMENT TO THE TERMS HEREIN, AS
AMENDED OR UPDATED FROM TIME TO TIME IN FORTINET'S DISCRETION BY FORTINET PUBLISHING AN AMENDED OR UPDATED VERSION. IF YOU DO
NOT AGREE TO THE PROVISIONS OF THIS AGREEMENT, YOU SHOULD PROMPTLY RETURN THE PRODUCTS TO THE LOCATION WHERE YOU OBTAINED
THEM FOR A FULL REFUND. IF YOU DO NOT AGREE TO All OF THE TERMS OF THIS AGREEMENT, DO NOT START THE INSTALLATION PROCESS OR USE
THE PRODUCTS.
1. License Grant.
This is a license, not a sales agreement, between you and Fortinet. The term "Software", as used throughout this Agreement, includes all Fortinet
and third party firmware and software provided to you with, or incorporated into, Fortinet appliances and any stand-alone software provided to you
by Fortinet, with the exception of any open source software contained in Fortinet's Products which is discussed in detail in section 15 below, and the
term "Software" includes any accompanying documentation, any updates and enhancements of the software or firmware provided to you by Fortinet,
at its option. Subject to proper payment to Fortinet and your compliance with the other terms and conditions, Fortinet grants to you a non-transferable
(except as provided in section 5 ("Transfer") and section 13 ("Open Source Software") below), non-exclusive license to use the Software solely for
your internal business purposes, in accordance with the terms set forth in this Agreement and subject to any further restrictions in Fortinet docu-
mentation, and solely on the Fortinet appliance, or, in the case of blades, CPUs or databases, on the single blade, CPU or database on which Fortinet
installed the Software or, for stand-alone Software, solely on a single computer running a validly licensed copy of the operating system for which
the Software was designed, or, in the case of blades, CPUs or databases, on a single blade, CPU or database. For clarity, notwithstanding anything to
the contrary, all licenses of Software to be installed on blades, CPUs or databases are licensed on a per single blade, solely for one blade and not for
multiple blades that may be installed in a chassis, per single CPU or per single database basis, as applicable. The Software is "in use" on any Fortinet
appliances when it is loaded into temporary memory (i.e. RAM). Note that, for evaluation or beta Products for which Fortinet does not charge a fee,
the payment requirement does not apply and the Product is provided to you as-is and you are not entitled to any warranty, under section 6 ("Limited
Warranty") below or otherwise. You agree that, except for the limited, specific license rights granted in this section 1, you receive no license rights to
the Software.
2. Limitation on Use.
You may not attempt to, and, if you are a corporation, you are responsible to prevent your employees and contractors from attempting to, (a) modify,
translate, reverse engineer, decompile, disassemble, create derivative works based on, sublicense, or distribute the Software; (b) rent or lease any
rights in the Software in any form to any third party or make the Software available or accessible to third parties in any other manner; (c) except as
provided in section 5, transfer assign or sublicense right to any other person or entity, or (d) remove any proprietary notice, labels, or marks on the
Software, Products, and containers.
3. Proprietary Rights.
All rights, title, interest, and all copyrights to the Software and any copy made thereof by you and to any Product remain with Fortinet. You acknowl-
edge that no title to the intellectual property in the Software or other Products is transferred to you and you will not acquire any rights to the Software
or other Products except for the specific license as expressly set forth in section 1 ("License Grant") above.
4. Term and Termination.
Except for evaluation and beta licenses or other licenses where the term of the license is limited per the evaluation/beta or other agreement, the
term of the license is for the duration of Fortinet's copyright in the Software. Fortinet may terminate this Agreement, and the licenses and other rights
herein, immediately without notice if you breach or fail to comply with any of the terms and conditions of this Agreement. You agree that, upon such
termination, you will cease using the Software and any Product and either destroy all copies of the Fortinet documentation or return all materials to
Fortinet. The provisions of this Agreement, other than the license granted in section 1 ("License Grant"), shall survive termination.
5. Transfer.
If you are a Fortinet contracted and authorized reseller or distributor of Products, you may transfer (not rent or lease unless specifically agreed to in
writing by Fortinet) the Software to one end user on a permanent basis, provided that: (i) you ensure that your customer and the end user receives
a copy of this Agreement, is bound by its terms and conditions, and, by selling the Product or Software, you hereby agree to enforce the terms in
this Agreement against such end user, (ii) you at all times comply with all applicable United States export control laws and regulations, and (iii) you
agree to refund any fees paid to you by an end user who purchased Product(s) from you but does not agree to the terms contained in this EULA and
therefore wishes to return the Product(s) as provided for in this Agreement.
6. Limited Warranty.
Fortinet provides this limited warranty for its product only to the single end-user person or entity that originally purchased the Product from Fortinet
or its authorized reseller or distributor and paid for such Product. The warranty is only valid for Products which are registered on Fortinet's Support
Website: https://support.fortinet.com. For the below software warranty to start, registration must take place within three hundred sixty-five (365) days
from the date the Product was originally shipped from Fortinet's facilities or the warranty is null and void and will not be honored. For the hardware
warranty, such warranty starts on the earlier of the date of Product registration on Fortinet's Support Website or ninety (90) days from the date that
the Product was originally shipped from Fortinet's facilities. It is the Fortinet distributor's and reseller's responsibility to make clear to the end user
the date the product was originally shipped from Fortinet, and it is the end user's responsibility to understand the original ship date from the party
from which the end user purchased the product. All warranty claims must be submitted in writing to Fortinet before the expiration of the warranty
term or such claims are waived in full, i.e. ninety (90) days from the earlier of registration or the automatically started term for hardware and spare
parts claims and three hundred sixty-five (365) days from registration within three hundred sixty-five (365) days from shipment for software claims.
Fortinet provides no warranty for any beta or evaluation Products, for any spare parts not purchased directly from Fortinet by the end-user, for any
accessories, or for any stand-alone software.
Fortinet warrants that the hardware portion of the Products, including spare parts unless noted otherwise ("Hardware") will be free from material
defects in workmanship as compared to the functional specifications for the period set forth as follows and applicable to the Product type ("Hardware
Warranty Period"): a three hundred sixty-five (365) day limited warranty for the Hardware excluding spare parts, and, for spare parts, solely a ninety
(90) days limited warranty. Fortinet's sole obligation shall be to repair or replace the defective Hardware at no charge to the original owner. This
obligation is exclusive of transport fees, labor or installation costs, and any other cost which are not directly associated to the Product. Such repair or
replacement will be rendered by Fortinet at an authorized Fortinet service facility as determined by Fortinet. The replacement Hardware need not be
new or of an identical make, model, or part; Fortinet may, in its discretion, replace the defective Hardware (or any part thereof) with any reconditioned
Product that Fortinet reasonably determines is substantially equivalent (or superior) in all material respects to the defective Hardware. The Hardware
Warranty Period for the repaired or replacement Hardware shall be for the greater of the remaining Hardware Warranty Period or ninety days from the
delivery of the repaired or replacement Hardware. If Fortinet determines in its reasonable discretion that a material defect is incapable of correction or
that it is not practical to repair or replace defective Hardware, the price paid by the original purchaser for the defective Hardware will be refunded by
Fortinet upon return to Fortinet of the defective Hardware. All Hardware (or part thereof) that is replaced by Fortinet, or for which the purchase price is
refunded, shall become the property of Fortinet upon replacement or refund.
90-day Software Warranty: Fortinet warrants that the software portion of Hardware Products will substantially conform to Fortinet's then current func-
tional specifications for the Software, as set forth in the applicable documentation for a period of ninety (90) days ("Software Warranty Period"), if the
Software is properly installed on approved Hardware and operated as contemplated in its documentation. Fortinet's sole obligation shall be to repair
or replace the non-conforming Software with software that substantially conforms to Fortinet's functional specifications. Except as otherwise agreed
by Fortinet in writing, the replacement Software is provided only to the original licensee, and is subject to the terms and conditions of the license
granted by Fortinet for the Software. The Software Warranty Period shall extend for an additional ninety (90) days after any replacement software is
delivered. If Fortinet determines in its reasonable discretion that a material non-conformance is incapable of correction or that it is not practical to
repair or replace the non-conforming Software, the price paid by the original licensee for the non-conforming Software will be refunded by Fortinet;
provided that the non-conforming Software (and all copies thereof) is first returned to Fortinet. The license granted respecting any Software for which
a refund is given automatically terminates immediately upon refund. For purpose of the above hardware and software warranties, the term "functional
specifications" means solely those specifications authorized and published by Fortinet that expressly state in such specifications that they are the
functional specifications referred to in this section 6 of this Agreement, and, in the event no such specifications are provided to you with the Software
or Hardware, there shall be no warranty on such Software.
7. Disclaimer of Other Warranties and Restrictions.
EXCEPT FOR THE LIMITED WARRANTY SPECIFIED IN SECTION 6 ABOVE, THE PRODUCT AND SOFTWARE ARE PROVIDED "AS-IS" WITHOUT ANY
WARRANTY OF ANY KIND INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY, IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, OR
WARRANTY FOR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IF ANY IMPLIED WARRANTY CANNOT BE DISCLAIMED IN ANY
TERRITORY WHERE A PRODUCT IS SOLD, THE DURATION OF SUCH IMPLIED WARRANTY SHALL BE LIMITED TO NINETY (90) DAYS FROM THE DATE OF
ORIGINAL SHIPMENT FROM FORTINET. EXCEPT AS EXPRESSLY COVERED UNDER THE LIMITED WARRANTY PROVIDED HEREIN, THE ENTIRE RISK AS
TO THE QUALITY, SELECTION AND PERFORMANCE OF THE PRODUCT IS WITH THE PURCHASER OF THE PRODUCT. NOTWITHSTANDING ANYTHING TO
THE CONTRARY, THE HARDWARE WARRANTY PERIOD DISCUSSED ABOVE DOES NOT APPLY TO CERTAIN FORTINET PRODUCTS, INCLUDING FORTIFONE
WHICH HAS A NINETY (90) DAY LIMITED WARRANTY AND THE SOFTWARE WARRANTY DOES NOT APPLY TO CERTAIN FORTINET PRODUCTS, INCLUDING
FortiWifi-ONE AND VDOM SOFTWARE.
The warranty in Section 6 above does not apply if the Software, Product or any other equipment upon which the Software is authorized to be used (a)
has been altered, except by Fortinet or its authorized representative, (b) has not been installed, operated, repaired, or maintained in accordance with
instructions supplied by Fortinet, (c) has been subjected to abnormal physical or electrical stress, misuse, negligence, or accident; or (d) is licensed
for beta, evaluation, testing or demonstration purposes or for which Fortinet does not charge a purchase price or license fee. In the case of beta,
testing, evaluation or free Software or Product, the end user acknowledges and agrees that such Software or Product may contain bugs or errors and
could cause system failures, data loss and other issues, and the end user agrees that such Software or Product is provided "as-is" without any war-
ranty whatsoever, and Fortinet disclaims any warranty or liability whatsoever. An end user's use of evaluation or beta Software or Product is limited to
thirty (30) days from original shipment unless otherwise agreed in writing by Fortinet.
8. Governing Law.
This Agreement and the warranty herein shall be governed by the laws of the state of California, without regards to the conflicts of laws principles
thereof. In all events the terms of this Agreement and the limitations of liability, disclaimers of warranties and other restrictions herein shall be
enforced to the maximum extent permissible by applicable law.
9. Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, FORTINET IS NOT LIABLE UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, INFRINGE-
MENT OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOSS OF USE OF THE PRODUCT OR SERVICE OR ANY INCONVENIENCE OR DAMAGES OF
ANY CHARACTER, WHETHER DIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOOD-
WILL, LOSS OF PROFIT, LOSS OF OPPORTUNITY, LOSS OR DAMAGE RELATED TO USE OF THE PRODUCT OR SERVICE IN CONNECTION WITH HIGH RISK
ACTIVITIES, DAMAGE TO PERSONAL OR REAL PROPERTY, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, COMPUTER SECURITY BREACH,
COMPUTER VIRUS INFECTION, LOSS OF INFORMATION OR DATA CONTAINED IN, STORED ON, OR INTEGRATED WITH ANY PRODUCT INCLUDING ANY
PRODUCT RETURNED TO FORTINET FOR WARRANTY SERVICE) RESULTING FROM THE USE OF THE PRODUCT, RELATING TO WARRANTY SERVICE, OR
ARISING OUT OF ANY BREACH OF THE LIMITED WARRANTY IN SECTION 6 ABOVE, EVEN IF FORTINET HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. THE SOLE REMEDY FOR A BREACH OF THE LIMITED WARRANTY IS REPAIR, REPLACEMENT OR REFUND OF THE DEFECTIVE OR NON-
CONFORMING PRODUCT AS SPECIFICALLY STATED IN SECTION 6 ABOVE.
10. Export Control; FCPA Compliance.
You are advised that the Software is of United States origin and subject to the United States Export Administration Regulations; diversion contrary to
United States law and regulation is prohibited. You agree to comply with all applicable international and national laws that apply to the Software as
well as end user, end-use, and destination restrictions issued by U.S. and other governments. For additional information on U.S. export controls see
www.bis.doc.gov. Fortinet assumes no responsibility or liability for your failure to obtain any necessary export approvals. Furthermore, you represent
that you understand, and you hereby agree to comply with, all requirements of the U.S. Foreign Corrupt Practices Act and all other applicable laws.
You represent that neither the United States Bureau of Industry and Security nor any other governmental agency has issued sanctions against you or
otherwise suspended, revoked or denied your export privileges. You agree not to use or transfer the Software for any use relating to nuclear, chemical
or biological weapons, or missile technology, unless authorized by the United States Government by regulation or specific written license. Additionally,
you agree not to directly or indirectly export, import or transmit the Software contrary to the laws or regulations of any other governmental entity that
has jurisdiction over such export, import, transmission or use.
11. U.S. Government End Users.
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