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Fortinet Product License Agreement / EULA and Warranty Terms
Product License Agreement
The parties to this agreement are you (the end-customer) and Fortinet, Inc. (“Fortinet”). CAREFULLY READ THE FOLLOWING LEGAL AGREEMENT (THE OR THIS “AGREEMENT” OR
“EULA”). USE OR INSTALLATION 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”) CONSTITUTES ACCEPTANCE BY YOU OF THE TERMS IN THIS
AGREEMENT, AS AMENDED OR UPDATED FROM TIME TO TIME IN FORTINET’S DISCRETION BY FORTINET PUBLISHING AN AMENDED OR UPDATED VERSION. 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. 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 TERMS OF THIS AGREEMENT, YOU SHOULD IMMEDIATELY, AND IN NO EVENT
LATER THAN FIVE (5) CALENDAR DAYS AFTER YOUR RECEIPT OF THE PRODUCT, IMMEDIATELY NOTIFY FORTINET LEGAL LEGAL@FORTINET.COM OF REQUESTED EULA CHANGES.
1. License Grant.
This is a license agreement between you and Fortinet, not a sales agreement. The term “Software”, as used throughout this Agreement, includes all Fortinet and third party rmware
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 rmware 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, in the event of termination, 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) agreed by Fortinet in writing, (b) you are authorized by Fortinet in writing
to provide managed service provider services (“MSSP”) to your end-customers, and (c) you pay for an MSSP license, then you may use the Software and/or Software embedded in
Fortinet Hardware 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
restrictions in Fortinet documentation (including license term restrictions), and solely on the Fortinet appliance, or, in the case of blades, CPUs, platform, devices or databases, on the
single blade, CPU, platform, device 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 unless and except set forth in the published documentation otherwise.. For clarity, notwithstanding anything to the contrary, all
licenses of Software to be installed on blades, CPUs, platforms, devices or databases are licensed per blade, solely for one blade and not for multiple blades that may be installed in a
chassis, per CPU, per platform, per device, or per database basis, up to the blade, CPU, platform, device, database number dened in the license and as applicable and in accordance
with the documentation. The Software is “in use” on any appliances, blades, CPUs, platforms, devices, or databases when it is loaded into temporary memory (i.e. RAM), accessed,
downloaded, installed, or used on an appliance, blade, CPU, platform, device, or database. You agree that, except for the limited, specic 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 (except as expressly permitted for MSSP partners); (c) transfer assign or sublicense right to any other person or
entity (except as provided in section 5): (d) remove any proprietary notice, labels, or marks on the Software, Products, and containers; (e) use the Software to determine, or disclose the
results of, any benchmarking or performance measurements; (f) interfere with a platform for use of the Software; (g) use the Software on a device not owned and controlled by you; (h)
use automated means to access online portions of the platform for the Software; or, (i) use the Software for third-party training, commercial time-sharing or service bureau use or use
the Software to provide services to third parties, except as expressly set forth in this Agreement.
3. Proprietary Rights.
All rights (including copyrights, trade secret, patent and other intellectual property rights), title, interest in and to the Software and any Product, and any copy thereof remain with
Fortinet. You acknowledge that no title or other intellectual property rights 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 specic limited license as expressly set forth in section 1 (“License Grant”) above. You expressly agree and acknowledge that Fortinet owns, retains,
and shall retain all intellectual property rights in and to, and you have no intellectual property rights in and to, the Products and the Software other than the License Grant. You agree to
keep condential all Fortinet condential information and only to use such information for the purposes for which Fortinet disclosed it.
4. Term and Termination.
The term of the license is the shorter of (a) the term as set forth in the ordering documents, other Fortinet documentation, or per Fortinet practices or policies (such as with evaluation
or beta licenses or subscription or other term licenses) and (b) 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 or for other reasons as stated in Fortinet’s other
documentation. 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.
5. Transfer.
If you are a Fortinet contracted and authorized reseller or distributor of Products, you may transfer (not rent or lease unless specically 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 and Services, you are not
authorized to sell Product(s), Software or Services, but, regardless, by selling Product(s), Software or Services, 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. Fortinet’s license, warranty, and support is only available for Products that you
purchased directly from an authorized Fortinet channel partner. Products not purchased from an authorized Fortinet channel partner are not eligible, will not be supported, and may be
blocked from registration.
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 properly registered on Fortinet’s Support Website, https://support.fortinet.com, or such other
website as provided by Fortinet, or for which the warranty otherwise starts according to Fortinet’s policies, and any support is only valid for products properly purchased through
authorized distributors and resellers. The warranty periods discussed below will start according to Fortinet’s policies posted at http://www.fortinet.com/aboutus/legal.html or such
other website as provided by Fortinet. 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. Fortinet provides no warranty for any beta, donation or evaluation Products. Fortinet
warrants that the hardware portion of the Products (“Hardware”) will be free from material defects in workmanship as compared to the functional specications for the period set forth
as follows and applicable to the Product type (“Hardware Warranty Period”): (a) a three hundred sixty-ve (365) day limited warranty for the Hardware products; (b) for FortiAP, the
warranty herein shall last from the start of the warranty period as discussed above until ve (5) years following the product announced end-of-life date Hardware; (c) for FortiSwitch
Hardware appliance products other than the FortiSwitch-5000 series, the warranty herein shall last from the start of the warranty period as discussed above until ve (5) years
following the product announced end-of-life date Hardware. Fortinet’s sole obligation shall be to repair or offer replacement Hardware for the defective Hardware at no charge to the
original owner. This obligation is exclusive of transport fees, labor, de-installation, installation, reconguration, or return shipment and handling fees and costs, and Fortinet shall have
no obligation related thereto. 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. Fortinet warrants that Software as initially shipped by Fortinet will substantially conform
to Fortinet’s then-current functional specications 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 offer replacement Software
for the non-conforming Software with software that substantially conforms to Fortinet’s functional specications. This obligation is exclusive of transport fees, labor, de-installation,
installation, reconguration, or return shipment and handling fees and costs, and Fortinet shall have no obligation related thereto. Except as otherwise agreed by Fortinet in writing,
the warranty 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 warranty 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 rst 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 specications” means
solely those specications authorized and published by Fortinet that expressly state in such specications that they are the functional specications referred to in this section 6 of this
Agreement, and, in the event no such specications are provided to you with the Software or Hardware, there shall be no warranty on such Software.
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