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 properly registered on Fortinet’s Support
Website,
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 workman-
ship as compared to the functional specifications for the period set forth as follows and applicable to the Product type (“Hardware Warranty Period”): (a) a
three hundred sixty-five (365) day limited warranty for the Hardware products; (b) for FortiAP and Meru AP indoor Wi-Fi access point Hardware products,
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
Hardware; (c) for FortiSwitch Hardware appliance products other than the FortiSwitch-5000 series, the warranty herein shall last from the start of the warran-
ty period as discussed above until five (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-instal-
lation, installation, reconfiguration, 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 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 of-
fer replacement Software for the non-conforming Software with software that substantially conforms to Fortinet’s functional specifications. This obligation
is exclusive of transport fees, labor, de-installation, installation, reconfiguration, 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-con-
forming 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 FIT-
NESS 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 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. YOU HEREBY ACKNOWLEDGE AND AGREE THAT NO VENDOR CAN ASSURE COMPLETE SECURITY AND NOTHING HEREIN OR ELSE-
WHERE SHALL BE DEEMED TO IMPLY A SECURITY GUARANTEE OR ASSURANCE.
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, updated to the latest version, 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; or (e) is
procured from a non-authorized reseller or non-authorized distributor. 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
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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, DE-INSTALLATION AND INSTALLATION FEES AND COSTS, DAMAGE TO PERSONAL OR REAL PROPERTY, WORK STOPPAGE, COM-
PUTER 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; Compliance with Laws; 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 on U.S. export controls see
. Fortinet assumes no responsibility or liability for your failure to obtain any necessary import and export approvals and licenses, and Fortinet
reserves the right to terminate or suspend shipments, services and support in the event Fortinet has a reasonable basis to suspect any import or export
violation. 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. You agree you and your employees will be responsible to comply in full with all laws and policies
applicable to any and all dealings with Fortinet in general and its distributors, resellers and partners. 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 obliga-
tions 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 expressly excluded. This Agreement
and other Fortinet agreements may be amended or supplemented only by a writing that refers explicitly to the agreement signed on behalf of both parties,
or, for this Agreement, as otherwise expressly provided in the lead-in above Section 1 above, provided, notwithstanding anything to the contrary and
except for this Agreement which may be amended or updated as expressly provided in the lead-in above Section 1 above, for any amendment or other
agreement to be binding on Fortinet, such amendment or other agreement must be signed by Fortinet’s General Counsel. No waiver will be implied from
conduct or failure to enforce rights nor effective unless in a writing signed on behalf of the party against whom the waiver is asserted. If any part of this
Agreement is found unenforceable, that part will be enforced to the maximum extent permitted and the remainder shall continue in full force and effect.
You acknowledge that you have read this Agreement, understand it, and agree to be bound by its terms and conditions. Notwithstanding anything to the
contrary, this EULA constitutes the entire agreement between Fortinet and its end-customers and supersedes any and all conflicting provisions, such as
limitations of liability, in any and all purported end customer agreements, whether entered into now or in the future. In the event of a conflict between this
EULA and another agreement, this EULA shall prevail unless the conflicting agreement expressly states that it replaces this EULA, expressly referring to this
EULA, and is agreed to in writing by authorized representatives of the parties (which, in the case of Fortinet, is Fortinet’s General Counsel).
14. Privacy.
You agree to Fortinet’s collection, use, disclosure, protection and transfer of your information, as set forth in the Fortinet privacy policy on the Fortinet web
site (
https://www.fortinet.com/corporate/about-us/privacy.html
), including (a) Fortinet’s use of the Customer information to send information regarding
Fortinet products and services; and (b) Fortinet’s disclosure of your information to provide assistance to law enforcement, governmental agencies and
other authorities or to allow Fortinet to protect its Customers’ and/or end users’ rights.
15. Open Source Software.
Fortinet’s products may include software modules that are licensed (or sublicensed) to the user under the GNU General Public License, Version 2, of June
1991 (“GPL”) or GNU Lesser General Public License, Version 2.1, of February 1999 (“LGPL”) or other open source software licenses which, among other
rights, permit the user to use, copy, modify and redistribute modules, or portions thereof, and may also require attribution disclosures and access to the
source code (“Open Source Software”). The GPL requires that for any Open Source Software covered under the GPL, which is distributed to someone in an
executable binary format, that the source code also be made available to those users. For any Open Source Software covered under the GPL, the source
code is made available on this CD or download package. If any Open Source Software licenses require that Fortinet provide rights to use, copy or modify
any Open Source Software program that are broader than the rights granted in this agreement, then such rights shall take precedence over the rights and
restrictions herein. Fortinet will provide, for a charge reflecting our standard distribution costs, the complete machine-readable copy of the modified soft-
ware modules. To obtain a complete machine-readable copy, please send your written request, along with a check in the amount of US $25.00, to General
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