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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 con-
trol 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,
, 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 ac-
cessories), 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 ren-
dered 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 specifica-
tions 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 MER-
CHANTABILITY, 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 NINE-
TY (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 main-
tained in accordance with instructions supplied by Fortinet, (c) has been subjected to abnormal physical or electrical stress, misuse, negli-
gence, 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
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