Fortinet Product License Agreement / EULA and Warranty Terms
Trademarks and Copyright Statement
Fortinet®, FortiGate®, and FortiGuard® are registered trademarks of Fortinet, Inc., and other Fortinet names herein may also be trademarks, registered
or otherwise, of Fortinet. All other product or company names may be trademarks of their respective owners. Copyright © 2002-2012 Fortinet, Inc., All
Rights reserved. Contents and terms are subject to change by Fortinet without prior notice. No part of this publication may be reproduced in any form
or by any means or used to make any derivative such as translation, transformation, or adaptation without permission from Fortinet, Inc., as stipulated
by the United States Copyright Act of 1976.
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”) 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 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 AFTERYOUR 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
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). 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, 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 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 tobind 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, , power supplies, and accessories (provided,
solely with respect to FortiAP indoor Wi-Fi access point Hardware appliance products and FortiSwitch Hardware appliance products other than the
FortiSwitch-5000 series (for both excluding spare parts, power supplies, and accessories), the warranty herein shall last from the start of the warranty
period as discussed above until five (5) years following the product announced end-of-life date), and, for spare parts, power supplies, and accessories,
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.
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 FORTITOKEN WHICH HAS A 365 DAY WARRANTY FROM THE DATE OF SHIPMENT FROM FORTINET’S FACILITIES, AND THE SOFTWARE
WARRANTY DOES NOT APPLY TO CERTAIN FORTINET PRODUCTS, INCLUDING FORTIGATE-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; (d) is licensed
for beta, evaluation, donation, testing or demonstration purposes or for which Fortinet does not charge a purchase price or license fee. In the case
of beta, testing, evaluation, donation 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.
Any disputes arising out of this Agreement or Fortinet’s limited warranty shall be governed by the laws of the state of California, without regard to the
conflict of laws principles. In the event of any disputes arising out of this Agreement or Fortinet’s limited warranty, the parties submit to the jurisdiction
of the federal and state courts located in Santa Clara County, California, as applicable.
9. Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY LAW AND NOTWITHSTANDING ANYTHING TO THE CONTRARY, 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 DAMAGES OF ANY KIND WHATSOEVER, 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. Import / Export Requirements; FCPA Compliance.
You are advised that the Products may be subject to the United States Export Administration Regulations and other import and export laws; 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
Products as well as end user, end-use, and destination restrictions issued by U.S. and other governments. For additional information onU.S. export
controls see www.bis.doc.gov. Fortinet assumes no responsibility or liability for your failure to obtain any necessary import and export approvals.
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 Products 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 Products contrary to the laws or regulations of any other governmental entity that
has jurisdiction over such export, import, transmission or use. 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. For beta, testing, evaluation, donation or free Products and/
or related services, you hereby agree, represent and warrant to Fortinet that (a) receipt of the Products and/or services comply with all policies and you
have obtained all necessary approvals for such Products and/or services, (b) the Products and/or services are not provided in exchange for Fortinet
maintaining current business or for new business opportunities, and (c) the Products and/or services are not being received for the benefit of, and are
not being transferred to, any government entity, representative or affiliate.
11. U.S. Government End Users.
The Software and accompanying documentation are deemed to be “commercial computer software” and “commercial computer software
documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction, release,
performance, display or disclosure of the Software and accompanying documentation by the United States Government shall be governed solely by
the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement and its successors.
12. Tax Liability.
You agree to be responsible for payment of any sales or use taxes imposed at any time on this transaction.
13. General Provisions.
Except as specifically permitted and required in section 5 (“Transfer”) above, you agree not to assign this Agreement or transfer any of the rights
or obligations under this Agreement without the prior written consent of Fortinet. This Agreement shall be binding upon, and inure to the benefit
of, the successors and permitted assigns of the parties. The United Nations Convention on Contracts for the International Sales of Goods is