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8. 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 documentation, 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 acknowledge 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 functional
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 warranty 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, INFRINGEMENT 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 GOODWILL, 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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