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
OF REQUESTED EULA CHANGES.
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 and you pay for an
MSSP license, you may use the Software and/or Software embedded in Fortinet Hardware 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 unless and except set forth in the published documentation otherwise, 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, (d) remove any proprietary
notice, labels, or marks on the Software, Products, and containers, or (e) 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, 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. You expressly agree and acknowledge that Fortinet owns 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 confidential all Fortinet confidential information and only to use such information for the
purposes for which Fortinet disclosed it.
4. Term and Termination.
Except for evaluation and beta licenses or other licenses, such as subscription licenses, where the term of the license is limited per the evaluation/beta or other agreement, in the ordering
documents or otherwise, 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 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 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 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.
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. 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
specifications for the period set forth as follows and applicable to the Product type (“Hardware Warranty Period”): I. A three hundred sixty-five (365) day limited warranty for the Hardware
products; II. 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; III. 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 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-installation, 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 offer 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-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
