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10. Product License Agreement
Product License Agreement
The parties to this agreement are you, the end customer, and either (i) where you have purchased your Product within the Americas, Fortinet, Inc., or (ii) where you have
purchased your Product outside of the Americas, Fortinet Singapore Private Limited (each referred to herein as "Fortinet") .CAREFULLY READ THE FOLLOWING LEGAL
AGREEMENT (THE OR THIS "AGREEMENT" OR "EULA"). USE OF 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") CONSTI-
TUTES 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 WRIT-
ING 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 ALL OF THE
TERMS OF THIS AGREEMENT, DO NOT START THE INSTALLATION PROCESS OR USE THE PRODUCTS. IF YOU DO NOT AGREE TO THE PROVISIONS OF THIS AGREEMENT,
YOU SHOULD IMMEDIATELY, AND IN NO EVENT LATER THAN FIVE (5) CALENDAR DAYS AFTER YOUR RECEIPT OF THE PRODUCT RETURN THE PRODUCTS TO THE LOCATION
WHERE YOU OBTAINED THEM FOR A FULL REFUND FROM THE PARTNER SELLING TO YOU.
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. Fortinet grants to you a non-transferable (except as provided in
section 5 ("Transfer") and section 15 ("Open Source Software") below), non-exclusive, revocable (in the event of your failure to comply with these terms or in the event
Fortinet is not properly paid for the applicable Product) license to use the Software solely for your internal business purposes (provided, if a substantial portion of your
business is to provide managed service provider services to your end-customers, you may use the Software embedded in FortiGate and supporting hardware appliances
to provide those services, subject to the other restrictions in this Agreement), in accordance with the terms set forth in this Agreement and subject to any further restric-
tions 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). 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 or in the ordering documents,
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, immedi-
ately 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 Agreement and therefore wishes to return the Product(s) as provided for in this Agreement. Further, if you are a non-
authorized reseller of Products, you are not authorized to sell Product(s) or Software, but, regardless, by selling Product(s) or Software, you hereby agree you are bound
by the restrictions and obligations herein and are bound to: (i) ensure that your customer and the end user receive a copy of this Agreement and are bound in full by all
restrictions and obligations herein (ii) enforce the restrictions and obligations in this Agreement against such customer and/or end user, (iii) comply with all applicable
United States export control laws and regulations and all other applicable laws, and (iv) refund any fees paid to you by a customer and/or end user who purchased
Product(s) from you but does not agree to the restrictions and obligations contained in this Agreement and therefore wishes to return the Product(s) as provided for in this
Agreement. Notwithstanding anything to the contrary, distributors, resellers and other Fortinet partners (a) are not agents of Fortinet and (b) are not authorized to bind
Fortinet in any way.
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;
or on the TalkSwitch support website: http://global.talkswitch.com; or such other website as provided by Fortinet. 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, donation 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
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